Good day, ladies and gentlemen, and welcome to Tempur-Pedic's Second Quarter 2012 Earnings Conference Call. [Operator Instructions] As a reminder, this conference call may be recorded. I would now like to hand the conference over to Mr. Mark Rupe. Sir, you may begin.

Good evening, everyone. Thanks for participating in today's call. Joining me in our Lexington headquarters are Mark Sarvary, President and CEO; and Dale Williams, EVP and CFO. After our prepared remarks, we will open the call for Q&A. Forward-looking statements that we make during this call are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements, including the company's expectations regarding sales and earnings, involve uncertainties. Actual results may differ due to a variety of factors that could adversely affect the company's business. The factors that could cause actual results to differ materially from those identified include economic, competitive, operating and other factors discussed in the press release issued today. These factors are also discussed in the company's SEC filings, including the company's annual report on Form 10-K under their heading Special Note Regarding Forward-Looking Statements and Risk Factors. Any forward-looking statement speaks only as of the date on which it is made. The company undertakes no obligations to update any forward-looking statements. The press release, which contains a reconciliation of non-GAAP financial measures to most directly comparable GAAP measures is posted on the company's website at tempurpedic.com and filed with the SEC. With that introduction, I will turn the call over to Mark Sarvary.

Thanks, Mark. Good evening, everybody, and thanks for joining us. As we previously communicated in early June, changes in the competitive environment in North America during the second quarter had an adverse effect on our performance. During the period there was a marked increase in the number of premium competitive products on many of our leading retailers' floors, the majority of which were new offerings from our primary competitors who were supporting them with aggressive on-air and in-store marketing and incentives. As a result, and contrary to what we had expected, we believe a material number of consumers who otherwise would have bought Tempur-Pedic, ended up buying a competitive product. Sales over all were down were 4% and earnings per share were down 41%. On a constant-currency basis, North American sales decreased 8% while international sales increased 17%. In a few moments, Dale will provide details of the second quarter results as well as discuss our outlook for 2012. But first, I'd like to briefly make some comments regarding the current situation. As I noted, there have been significant changes in the competitive environment for TEMPUR here in the U.S. over the last few months. Our strategic goal however, is unchanged. We intend to be the world's favorite mattress and pillow company, and we are as committed to that as ever. The key to our success to date and what will continue to be the key going forward, is our systematic introduction of innovation year after year. Our innovations grew our business, grew the specialty category, grew retailer average selling prices and most importantly, broadened the Tempur consumer base, by far the most satisfied owner group of any major brand. Our innovations started with the original Tempur-Pedic line, based on our proprietary Tempur material that created the revolution that has…

Thanks, Mark. I'll focus my commentary on the financials and our 2012 guidance. Let's begin with an overview. In total, second quarter net sales were $329 million, a decrease of 4% over the same period last year. On a constant-currency basis, net sales decreased 1%. North American net sales were down 8% and international net sales increased 8%. On a constant-currency basis, international net sales increased 17%. Now by channel, in North American retail, net sales were $206 million, a decrease of 9%. Our North American direct channel increased by 3% to $18 million. Internationally, retail sales were $82 million, up 14% and up 24% on a constant-currency basis. By product, mattress sales were down 4%, while units increased 1%. North American mattress sales decreased 8% on a 6% decrease in units. ASP declines were due primarily to the rollout of Simplicity core models and promotions. In the International segment, mattress sales increased 11%, driven by a 15% unit increase. On a constant-currency basis, international mattress sales were up 20%. Total pillow net sales decreased by 2% on a 1% decrease in units. North American pillow sales decreased 10% on a unit decline of 9%. International pillow sales were up 5% on a 9% increase in units. On a constant-currency basis, international pillow sales increased 12%. Sales of our other products, which include items that are normally sold along with the mattress, were down 5% in total and down 8% in North America, while up 4% internationally. On a constant-currency basis, International other sales increased 13%. Gross margin for the quarter was 50.7%, down 220 basis points year-on-year and down 290 basis points sequentially. On a year-over-year basis, gross margin declined primarily due to the following: Increased promotions and discounts, deleverage and product mix. These impacts were partially offset by…

[Operator Instructions] Our first question comes from Budd Bugatch from Raymond James.

This is actually Chad pitch-hitting for Budd. Couple of questions. Dale, in your commentary regarding the forward guidance, can I just clarify, did you say 3Q gross margin would be relatively unchanged versus the prior quarter, or was it the prior year?

The prior quarter, so second quarter we're at 50.7%. And we expect third quarter to be about the same.

Okay. And I guess maybe help me think through some of the puts and takes there, because we know that 2Q was impacted by the Simplicity floor samples, I would expect maybe commodities starting to head the right way. I guess what are some of the offsets?

Well, as we think about 2Q to 3Q, obviously we got a lot of Simplicity floor models, as Mark mentioned, there'll be some new products introduced at Vegas next week, so we'll see a few of those. The bulk of those floor models probably would go out in the 4Q, but there will be some floor models likely less than what we had in the second quarter with Simplicity. Commodities have -- oil has dropped, our chemical prices have not changed dramatically, but at least the pressure that we were expecting earlier has eased. We have also the new programs that are going into place, that are going to have some cost to the business. So there's a variety of puts and takes. We'll continue to get productivity. We still have a very strong productivity program that we're driving. But we see a lot of puts and takes, but that's our best estimate at this time.

And I guess, Mark, on the last call you made a comment referred to sort of the Cloud Supreme promotion as maybe not quite optimal. I would -- now that the promotion has wrapped up and you've had some time to evaluate it, could you share with us maybe a little bit about what you learned from that? And maybe give us a sense of what we can expect from TEMPUR in the future with regard to the magnitude and cadence of price promotion?

I mean, I think that we learn from everything, we learn from every promotion that we do. And you know as well enough to know that we try to measure and evaluate everything we do, and this promotion is no different. I think if we look at -- sort of back on it, we had wanted to announce it very close its period of introduction so that it couldn't be duplicated in the marketplace, which worked on one front but on the other hand, we realize made it difficult for retailers to implement it as effectively as we would have liked them to have done. On the other hand, the promotion did have some positive effects. We believe, in net-net it did lift our business and so we've learned from it. We will -- whether we'll ever repeat that exact promotion I don't know, but that we will continue to do promotions in this promotional environment, of course we will. We learned from it. Some things worked better than others. We learned from it.

Okay. And then, Dale, you talked about ad spend in the quarter. Can you give us a sense of what you're expecting or what you're assuming in your guidance for the full year?

We'll see ad spending coming down as a percent of revenue in the back half of the year. The 14% was well above, obviously what we had intended to spend at the start of the year, but as you get into a quarter and mid way through the quarter plans change, it's hard to adjust advertising effectively. But we will dial advertising back some to a more historic level than what we have intended to run, which is in the little bit lower than that 14%, kind of in the low teens as the year goes on. We will continue to advertise strong in the third quarter, little bit lower run rate, but still as -- Labor Day is an important time. So we will still be doing a lot of advertising and a little bit less in the fourth quarter.

Our next question comes from John Baugh from Stifel, Nicolaus. John A. Baugh - Stifel, Nicolaus & Co., Inc., Research Division: First of all, Dale, you made a comment about a 400 basis point increase in some line item, but I didn't understand which one it was, due to realigning costs?

Yes, the 400 basis point increase in operating margin. So from to 2Q to 3Q. So we're at 14.4% in 2Q. We expect 3Q to be about 400 basis points better. Obviously, I also said gross margin rate would be about the same. So what you'll see is improving cost around advertising, other marketing G&A. So in the operating expenses, we'll see some improvement there. John A. Baugh - Stifel, Nicolaus & Co., Inc., Research Division: Great, okay. And then any color on Simplicity? Looking back on the launch now and where it's placed, rate of sale, any color around the product?

Yes, it's -- it is placed very broadly. It's essentially rolled out. And as we anticipated, we have gained significant response from it. And as I said on the last call, our rate of sales of it are not as high as we would have liked, but they're within the band of what we had expected, albeit at the low end, as a proportion of our total sales. But all that said, it hasn't been a blockbuster that we said that it might have been and -- but we're very committed to Simplicity. We believe it's an important product, and it's something that's -- it's an area that we will continue to focus on. John A. Baugh - Stifel, Nicolaus & Co., Inc., Research Division: And on the international business, can you comment on how Europe performed in the context of everywhere else, I guess?

Well, the international business is up quite well, as Dale said. And it is across the board but particularly, very much so in Europe, which as you know is our most important or our biggest single block overseas. And what is very good to see is that the reasons that we're up are those strategic things that we initiated a year ago, essentially where we started to rollout the broader collection of product led by the Cloud, but also invested in advertising in the major countries in Europe. And both those things are really paying dividends. So it's quite exciting to see what's happening in Europe from our business point of view because it's paying off according to what we had anticipated. Now we're seeing obviously pockets at some countries which are being affected by the general malaise in Europe, and that is having an impact on our business. But overall, not enough to bring down our overall performance. That said, and as Dale made a point in his comments, obviously we're watching the European macro environment carefully. We have assumed that there is no -- in our assumptions, there is no assumption of a fundamental change in the European macro environment. We assume that our trends continue as they are, and that the macro environment continues essentially as it is now.

I would just add there, John, the European macro environment has not been good for some time. And yes, we've had pockets of strength and pockets of difficulty in various markets around Europe that hasn't fundamentally changed at this time. The European business is doing extremely well broadly. But there are some areas that have been weak and have been weak for several years. So unless there is a significant change in the overall trends in Europe, we feel comfortable there. John A. Baugh - Stifel, Nicolaus & Co., Inc., Research Division: And I guess my last question would be back to the U.S. whether all of the competitive environment we've seen, has there been any change in cadence from any source in the last couple of months or is most of the damage that's been inflicted on your Q2 results things that happened earlier in the year?

The way that we -- one of the reasons that we're sticking with this style of guidance, just the point guidance is because -- and the way that we are doing the projections using a relatively formulaic approach is because there is still a degree of uncertainty, of lack of visibility in the environment. Now having -- so that's the first thing that we've -- it's not perfectly clear. Our assumption is that the impact of our -- of the increased competitive environment is going to continue to affect us and impact us and probably grow as some of the rollouts continue. Having said -- and that we implicitly assume that the initiatives that we're taking are going to counteract that. So we don't -- what we're assuming is that the sales rate that we saw in the second quarter is going to continue in the third and fourth, adjusted for seasonality, which implicitly says that there will be continued and increased impact of the competitive environment, offset by the initiatives that we're taking.

[Operator Instructions] Our next question comes from Keith Hughes from SunTrust.

Wondering about your prepared comments where you approach your comprehensive review of the wholesale and retail prices, is that the -- the results of that review, will we hear about that next week? Will be rolled out over time? How will that look?

You'll hear about some of it next week. It is what it is. It is what I said, which is it is a review of every aspect of our pricing strategy. But some of it you will see, some of it is going to be something that will be between us and customers, but it's -- some of it you'll see, some of it you won't.

And the promotion on the Cloud Supreme, will we see more individual mattress or individual product groupings promotion for a limited period of time, is that what we're going to look at in the future? Or can you give us any color on that?

I can't because for competitive reasons, obviously part of our challenge is obviously we don't want to talk about promotions too far in advance. But as I said, we will -- what we’re going to look at is evaluating promotions effectiveness, and as I said, we learn from every one we do, and we will continue to innovate in that front. We will do, one of the things about, like any good promotion, is it needs to be newsworthy to the consumer and to the retailer and we will continue to ensure that we will do that, optimize that. Some will be -- so I can't really give you any characterization beyond that right now.

Final question, you would -- refer to you or Dale, I can't remember, had referred in the prepared comments about, I guess, sacrificing margins in the near term to get the growth back going in the company. Would that imply the promotions would be for a short period of time and then go away? Or is this something that's going to be kind of a way of life for Tempur-Pedic, moving forward?

Well first of all we are saying and we are implying by the fact that the margins for the full year are going to be lower than they are for the last year, we are deliberately, and for the second half, we're deliberately making a policy that we're going to strive to get growth and that is going to implicitly require some investment. And furthermore, and I would reiterate this before I come to the promotion point specifically, that we have been very specific also that we are going to evaluate these initiatives as they go and if they're working, splendid, and if they're not, we'll change it. We're going -- we're very committed to this. But now when you talk about promotions, remember a, we have been promoting for a long time. We've done different types of promotions for years now. And this is a very promotional industry. And it is something that drives what people call consumer activation, consumers move on the belief that they have a promotion to act upon in a short period of time. So we anticipate that, we will continue to do that. Exactly the design of those promotions, how we implement them, how we implement them to customers, we're going to continue to evolve and innovate.

And my final kind of question on inventory, Dale, will we have to ramp back production and inventory with substantially more than sales in the quarter?

We have rolled back production and we started rolling back production in June. We had reduced some hours in the plants, we had unfortunately laid some people off in the plants. We will get our inventory back in the right levels with a bunch of new products coming here in the third quarter. It may not be completely corrected here in the third quarter as we're adding new products to the mix but by the end of the year, we expect for inventories to be back into a reasonable level for our projected revenue.

Our next question comes from Jessica Schoen from Barclays.

You mentioned the Simplicity in the promotion impact of your initiatives that you set forth in the first quarter. I was wondering if you could talk about your integrated ad program with the dealers and the nationwide advertising [indiscernible] and some of the impact or lessons learned and takeaways you've seen from those?

The integrated advertising is part of the overall thing, the overall pricing and promotion programs that I, as I said, we are reviewing. So that is in the bucket of things that we're reviewing. And we'll talk more about it in Vegas, but there will be some changes made to that. We've learned of how to -- how to make that -- how we can make that even more effective. I don't want to talk about the specifics on the call right now. In terms of the heavy up of advertising, clearly it has the effect of -- we continue to see improvements and awareness and preference for TEMPUR, and we've just conducted independent research which has just reconfirmed that for us. So we know that, that works. What we're very keen to make sure that happens also, though, is that we -- once the consumer goes to the store, that they have a good experience and end up having and wanting to buy TEMPUR and end up buying one. So we making sure that we balance both sides of our investment, both the getting the people to come to the store and making sure that they buy when they’re in the store. But as Dale said, and as I said in my comments, advertising is a crucial part of our brand differentiation, and we will continue to invest there.

Okay, and then on the International, the context of the kind of underlying macro environments is very helpful. I was wondering if there is any other observations as far as how the overall mattress market industries are trending in some of those companies like -- some of those countries such as the popularity of Specialty and other sort of industry dynamics?

Yes, well, that varies by market, Jessica. That's one of the great things about International is every market is different, the competitors are different in every market. In terms of specialty in some markets, there's no such thing as spring. Other markets are similar to the U.S., 5 years ago, still have -- still primarily spring, other markets are in varying stages in between. So it's a very mixed bag. Every market is different, even within Europe. Two countries side-by-side will have a very different mix of products and technologies and competitors from just crossing a little border. The international business overall, you have -- the first part of your question was about Europe, how the overall mattress market is doing. By and large, the mattress market in Europe has been flat to negative for several years, and we don't see that changing dramatically one direction or another. Obviously we're not seeing a surge of growth right now in the overall market in Europe. But we haven't seen a significant deterioration either. Now part of that is we're a smaller player. We're less in Europe. We're less penetrated in Europe than we are here. So we're able to gain share there a little bit easier, because we're not as penetrated. But we are gaining a lot of share in Europe in every market that we play in, and having our strategy that we embarked on internationally and broadly in Europe, specifically in the last couple of years is paying a lot of dividends right now.

Our next question comes from David MacGregor from Longbow Research.

I guess I realize there's a limit to what you want to talk about in terms of specifics, given that most of your competitors are probably on this call, but is there anything you can say at a higher level about your commitment to developing RSA advocacy for the brand, and maybe just start with that, if anything at all, please?

Well that is a -- that is clearly -- you're right on both counts. There's a limit to what we'll say, and RSA advocacy is a very important thing, you're right. I mean I think that -- and we know that and that's always been the case, and we have systematically been -- we talked about it earlier in the year, about wanting to make sure that we had a profitability of something we're focused on, as we've been improving our cost structure. We've been -- we said more than once that it's up to us to make sure that retailers benefit from the improvements that we can make. And then obviously, retailers have enormous influence on the advocacy of their RSAs by the way that they structure their commission program as well as other things. So that is a very important part of it, but also the support that we provide to the RSAs in terms of training and frequency of calls are things that we're also investing in. But -- and there's no doubt that in our industry there are 2 sides to this, and we have the advantage of having the strength with the direct to the consumer, and we want to make sure that we also maintain the strength that we have with advocacy of the RSA.

Since your early June call, have you seen any letup in the levels of stiffing in the kind of incentives that some of your competitors to these RSAs?

Well it's, I mean no, is the answer. But I mean – but on the other hand, it's not a very precise science. A lot of our customers don't allow stiffing, so it is frequently used in some customers, in some areas and not in others, and it is always -- it is an endemic thing in the industry and I haven't seen, I mean I don't have any information that tells me significantly better or worse.

Okay, and then finally, just -- with the pullback in advertising, how do you think about slot productivity in the second half? I wondered if you could just talk about the puts and takes there as you think about second half versus first half.

Slot productivity is obviously very important and that is what we're focused on, and it's the balancing of all the aspects of the marketing mix that is important and advertising, without a doubt, is a very important -- and as we’ve said repeatedly, even though we'll be pulling back in some of the percentages, we'll still be spending at a very heavy level -- at a very significant level because it's the backbone of our brand. And every retailer will tell you that they love having advertising, because it really brings people into the store. But at the same time, there are the other parts of the marketing mix, including in-store marketing and including new product introductions and so forth and promotions, and the balancing of all those different things is what we always do and in particular now as we go forward with these new initiatives are very focused in doing.

[Operator Instructions] Our next question comes from Brad Thomas from KeyBanc Capital Market.

Wanted to just follow up on one of your comments, Mark. You mentioned really the key is innovation and as we've all alluded to in our questions, I know you can't really tell us exactly what you're going to do. But can you help us just think a little bit more about how this company is going to operate over the foreseeable future. I mean, should we be expecting multiple bed launches per year, versus what historically had been more like once a year or once every other year. How should we think about how you put that innovation into practice?

Well obviously I don't mean to sound silly, but I am loathe to say things too specific because of the exact reasons that you said. But the way we think about it is this, is that since the day that TEMPUR was introduced, we have been focused on improving the way that people sleep. That our long claim to fame is people who sleep on TEMPUR sleep better that most who don't and we have really made this, say, a backbone and then when, for example, when we introduced the Cloud, and it gave such a wide range of people a product that allowed them to sleep better, to be more -- better supported and so forth in a bed that was more competitive that appealed to their more so type of comfort layer they like. And I think that the way we characterize what constitutes innovation is those improvements to, or those improvements to or additions to our product line, improvements or additions to our product line that will allow a consumer to perceive an improvement over what they could buy in the market place before, what was available for them from a sleep surface. And so as we think about innovation, what we think about is the constant search for ways to improve the way and the quality of how people sleep and how their beds -- how they like their beds. And so what you -- what I hope you'll -- what I believe you'll see from us, what I know you'll see from us is innovation, but innovation that is -- that has value to a specific set of consumers, that does what it says it's going to do.

Great and then to follow up on that you, in your prepared remarks, Mark, also talked about the claim of some of the gel manufacturers that their bed sleeps cooler and I believe your website now has a study that says that the Tempur-Pedic bed sleeps cooler than a gel bed. Is this -- are you in a position where you're therefore limited to not enter that arena of a bed that is -- that makes a claim that it will sleep cooler? Or is there an opportunity perhaps to address that market?

The little things that we have communicated on the website, we communicated on TV and what we've communicated with all, pretty much every RSA in the country is that the research that has been done by an independent party in Germany, very properly done, shows that not only do these gel beds not sleep cooler, they -- that our beds actually sleep cooler than theirs. So I think it’s a very important thing, and we will continue to make sure that we communicate that. From time to time, people have asked us whether we'll make a gel bed and we wouldn't because if it doesn't work, why would we? So but on the other hand, nothing precludes us from doing anything. But right now our entire key focus is on communicating the fact that on this very important thing, which is, which seems to be in the ISPA, even though is not a real issue, one of the, I think you know this, is the heat, complaints of sleeping hot is such a tiny, tiny percentage of people who actually own TEMPUR as to be almost negligible. But it is something that's in the ISPA, and has been created to some extent by this -- by the focus perhaps of some of our competitors. It's then important that we just put the record straight on that.

Our next question comes from Joe Altobello from Oppenheimer. Joseph Altobello - Oppenheimer & Co. Inc., Research Division: Just a few quick questions. I guess first in terms of new products you're going to launch, or at least introduce next week, were those accelerated? Or was it your plan to always introduce them at Vegas in August?

We've said before that we had products in the pipeline, and obviously we did. And we don't decide until later in the year whether and when to launch products. And we did -- these products were ready to launch, but we decided to launch them now because the environment – because quite frankly, our business hasn't done well in the second quarter. We wanted to start to turn the tide back to growth again. Joseph Altobello - Oppenheimer & Co. Inc., Research Division: Okay, so the original plan was probably for a January introduction?

I'm not getting into specifics but yes, there was modification to the plan and what's launched when. Joseph Altobello - Oppenheimer & Co. Inc., Research Division: Okay, got you. And then in terms of the advertising, just want to make sure that I got this correct, I think earlier, Dale, you mentioned that you expect the advertising, as part of the sales to come down a little bit from 2Q in the second half towards the low teens. And I think in the first half, you did about 13% of sales in terms of advertising, and it sounds like that you're looking for another 13% in the second half. Is that correct?

No, I didn't say that. In the first quarter, we did about 12%, and the second quarter was 14%. I said in the back half that it'll drop a little bit as the year goes on, it'd be more in the low teens. Joseph Altobello - Oppenheimer & Co. Inc., Research Division: Right, which is 13%

Or lower. Joseph Altobello - Oppenheimer & Co. Inc., Research Division: Okay. And then just lastly in terms of Simplicity, you mentioned earlier that it was doing well, but it wasn't a blockbuster. Why do you think it wasn't a blockbuster?

Because at the time that we launched the product, a lot of other products were launched at the same price points from a lot of different people. Joseph Altobello - Oppenheimer & Co. Inc., Research Division: Okay, so it wasn't anything that was product-specific, it was simply new entrants in the marketplace?

I think that was the primary cause. I mean obviously, every product can be -- one can always sing, and we always do. What are constantly looking at ways to evolve our products and we've done it with [indiscernible]. There are things that we can learn that maybe could've been done differently but the fact is, the product was tested extremely well. It is a very good product. The consumers who have it love it. The satisfaction rate extremely high, return rates are very low, it's a good product. It's just that it arrived in the middle of a very large launch of products at the same sort of price point.

Our next question comes from Jon Andersen from William Blair. Jon Andersen - William Blair & Company L.L.C., Research Division: Most of my questions have been asked at this point, but a couple here. First, Mark, when you talk about and understandably talk about the investments that you plan to make to continue to drive growth, are these investments that the consumer will see in terms of pricing, are they incentives between you and the retailer? I guess what I'm trying to get a sense for, as you've kind of done a postmortem on some of the challenges more recently, is your sense this is a price sensitivity issue among consumers or more of a retailer advocacy issue?

There are parts of -- everything you said is a part of the story, and it is not either one or the other or -- it's a bit of both, is part of the answer. And as I said, you'll see some of it when you're in Vegas next week. And some of it won't be so apparent. But I can't go into specifics, but I will say it's a bit of everything. Jon Andersen - William Blair & Company L.L.C., Research Division: Is it -- would it be fair to say, and I know again you're not going to talk that much about the innovation at this point, but given, I guess, the move somewhat downstream with Simplicity, it's coming, I would say below the midpoint at least of your expectations, that the innovation you're talking about going forward would be more focused on what I would characterize as enhancement benefits versus lower price?

Yes, although I would say that we're always -- yes, is the short answer, and the long answer is that we're always striving with all our products, that either key importance of Simplicity is we have people who otherwise would've bought a $800 bed to trade up by providing them with enough value and the rationale to trade up if they would. So we always have that in mind. But yes, but the implicit in your question is yes, we're looking for increased value in terms of what the bed -- how the bed performs for the consumer. Jon Andersen - William Blair & Company L.L.C., Research Division: Just a couple more quick ones. On Simplicity, how many slots did Simplicity, I guess, gain on average? And do you expect Simplicity to hold slots here, particularly in the face of the rollout of some new products in the second half?

With Simplicity, the best data we have is always a bit suspect, because you never -- but it’s the best data we have. And it's good data. It says that on average of the stores -- of the retailers' that carry Simplicity, they carry approximately a little bit more than 2 slots each. So a, we did gain and net-net, our gains for the whole retailers was a little bit more than one -- so we -- and that's counting ones that didn't take on Simplicity. So net-net, it has been quite successful from that front. As we go forward with the new products, you'll see also in Vegas that there's new products and there’s other changes. We are anticipating, we're expecting, we’re hoping to get increased distribution and increased slots as we go forward in the second half of the year. But we're also very focused on slot productivity, so we'll work with every retailer to make sure that they're maximizing the slot productivity. So that could mean some changes. But in general, we're looking for gains. Jon Andersen - William Blair & Company L.L.C., Research Division: Okay. Last one is just kind of housekeeping. Dale, I think you mentioned, and I want to make sure I heard you right, in the second quarter there were 2 one timers that added up to about $4 million or $0.06 per share, is that right?

Yes, $4 million. That was the $2.5 million related to an earn-out that is not going to happen. And about $1.5 million related to the long-term incentive plan accrual rate.

Our next question comes from Joshua Pollard from Goldman Sachs.

On the topic of sleeping cool, your competitors are advertising in the stores that they sleep cooler than you. While you're educating on your website, that's a good thing, but I'm wondering does it not make more sense to make an even cooler bed. Is that something that you guys can do? And does that -- is that something that you guys think is worth focusing on from a product standpoint?

Josh, we're not going to talk about new products until we launch them. So honestly, I'm not speculating on that or any other type of new product, but for the obvious competitive reasons that you’re very – you’re obviously very close to.

On your initiatives, can you talk about a couple of things: Number one, how much should we see in cost out as a result of those, and I know you said your guidance includes them but if it's not touching on any competitive issues, how much you guys are actually spending on it? And I was a little surprised, I was expecting some of your initiatives to be focused on your cost to manufacturing, and I was wondering if you could talk about what you guys are doing on your cost of manufacturing and whether or not it's cheaper to buy foam than it is for you to manufacture it.

Josh, this is Dale. Number one on the cost impact of the initiatives, it's included in the guidance. We're not going to break out how much we put in there related to the enhanced initiatives, new products, et cetera. In terms of cost to manufacturing, that's a continuous program. That's what we've been working on for 4 years now is continually improving our cost of not only manufacturing, but sourcing and distributing our products, that's the productivity program. So we continue to get significant benefit. We believe that we have outstanding cost structure from our overall manufacturing capability standpoint. You can't buy our material from somebody else. And somebody else wouldn't be able to make our material. So by being vertically integrated, we're able to develop and produce the highest quality material in the world, and we do so very efficiently.

A couple of quick ones. Your margins by region, both on the gross and the -- on the operating side?

You'll see it in the Q in about a week.

Okay, the run rate on the LTIC in 1Q versus what you guys are expecting for the rest of the year?

I'm not sure what you're talking about, Josh.

Your long term incentive comp plan, you said that you had a bit of a reversal there in the second quarter and so from a modeling perspective, I'm trying to understand what it was in 1Q. I know that 2Q will look a little funky because of the reversal, but ultimately trying to see what you guys will -- what will the impact be for long term?

[indiscernible] Josh is, what's G&A going to look like? So on the second quarter, we had essentially $32 million of G&A but we had, as I mentioned 2 one-offs that impacted that by about $4 million. The G&A run rate in the balance of the year will be very similar to what it was in the second quarter without the one-offs.

And then my last question was just on your debt balance. I saw it went up from $565 million to closer to $681 million. Obviously, I'm assuming that you guys tapped your revolver for your share repurchases. I'm wondering, should we think about the cadence or share repurchases from here as coming out of cash, coming out of new cash flow? Or are you guys willing to put a little bit more debt on the balance sheet?

Well, we -- our revolver facility is a $770 million facility. But as I said earlier, we're -- we have a debt to EBITDA target range which is, we've talked about for quite some time, 1.5x to 2x. We reevaluate that on a regular basis. We did look at that again. We continue to feel very comfortable with that range. Part of the reason for that range is to allow the -- for potential disruptions to the business, and still be very comfortable. And so sitting here today, we're comfortable with that range. We're at the higher end of that range right now. We will continue periodically to evaluate that range, and assess if we want to or need to change it.

Okay, and the cadence of buybacks, or let me just ask it this way. The amount of cash that you guys want to have on the balance sheet, what is that level?

We don't have a target to in terms of cash on the balance sheet. I think the thing that you need to understand is most of the cash, not all, but most of the cash on the balance sheet is in our International operations.

[Operator Instructions] The next question comes from Peter Keith from Piper Jaffray.

Just wanted to clarify a comment that was made earlier. It sounds like next week you're going to talk at the conference about how you've reviewed your pricing strategy. Does that involve both a combination of cutting the retail price off your consumers and cutting the price to retailers to offer a better margin, is it going to be a combination of those 2?

As I said, everything has been considered and so have the EPOs, so as we evaluated, we've looked at every part of it. And at next week's conference, you'll -- some of it will become apparent, but not all. So I can't really go into any more detail other than to say all elements of what you said had been considered and evaluated.

And then just lastly, there's been some chatter out there in the channel that the Cloud Supreme promo may have cannibalized the upper end of your product range. Have you noticed any deterioration in Rhapsody or any of your other more higher priced beds as the quarter progressed?

We heard the similar chatter. And it could be different from customer to customer, but as we looked at our aggregate data, and we look at it by the various price slices, 1 to 2, 2 to 3 and 3 to 4, 3 and above. And we saw that obviously as the promotion was running, that the Cloud Supreme -- well, first thing is that the promotion was running it seems to have lift our overall trend to some extent, although it's hard to discern whether it was a difficult trend like we’ve got, but it seems to be overall positive but secondly, that the decline in other products was sort of essentially similar and that the above 3,000 for the Rhapsody type was no more effective than any other.

And our next question comes from Eric Hollowaty from Stephens Inc.

Dale and Mark, I realize we're going to get more information on the new products that you'll be launching next week but in the meantime, in light of the fact that your most significant recent product launch in the form of Simplicity hasn't, or I should say has performed at the lower end of your expectations, what additional comfort, if any, can you give investors in the meantime that the new products that you're introducing to reinvigorate sales growth will be successful in getting the top line back on track?

Well, one can never be 100% sure of anything, that's why -- obviously. But what I -- a couple of things, though, as I think that if you look at our track record over the years, we've had quite a few that have worked. And I -- as you've said, Simplicity is not a blockbuster, but Simplicity is at the lower end of our -- lower end of the range of our expectation. Though it has done good for us. But I would say also that we continue to invest time and money and energy into research of every product that we do with consumers, and I think one of the really fond conclusions one might draw is that if the research that was done on Simplicity pointed to it being a much bigger hit than it turned out to be, then therefore research is wrong. That's a very bad conclusion, and not one that we've come to -- we're very -- we recognize that this is what is always, we are always trying to improve the effectiveness and the quality of our research, but the concept of making products that consumers prefer, and knowing that they do prefer them because you tested it with them, is the backbone of our business model, and it will continue to be so. So this is what has driven us on our -- every major product we've introduced and it pays dividends. So I -- we can't claim to be -- to bat 1000%, but we are believers in the fact that what will eventually drive growth is that -- what always drives growth in the end is providing consumers something that they value and that they can't get elsewhere.

Our next question comes from Robert Strauss from Gilford Securities.

Just a few questions on -- in the first, I do want to ask about the Simplicity line and perhaps I missed it on the call, but what have you learned from the sales that you have achieved. I mean, you have said that Simplicity ended up at the lower end of your original expectations. But it sounds like it still did okay, not blockbuster, but still did okay. What have you learned from your retailers for the customers who are currently buying that product?

We've learned that for some of our customers, it's been really quite successful, it really -- it has been really quite a hit for customers. And not insignificant ones, although from specifics but for some, it has been quite good. And they're finding that it does just what we said, which is lifting up people from what -- who otherwise would’ve spent $800 to $1,000 on a mattress to go up to $2000 -- to go up to $1,500.

Is your sense that the majority of those sales to date is in fact moving that customer base who would look at an $800 mattress up to that level rather than cannibalize any of your other products? Is that your experience so far?

Yes. Again, data is never perfect on this, but we have obviously planned, we had obviously planned a degree of cannibalization from Simplicity. And it's hard to detect, given that the trend levels that we have across the board are difficult. But our best estimate standing here today is that the cannibalization of Simplicity, if anything, has been less than we anticipated.

Okay, good. And then could you just remind me where you are in the rollout of that product line?

We're essentially finished. I mean there's still some more to go, but to all intents and for our planning purposes, we're essentially rolled out.

I'd like to turn to the international opportunity that you have. First, I'd like to hear some additional comments regarding the trends in Asia and then secondly, regarding Europe. I'd like to get a better understanding. Overall, your business in Europe sounds like it's doing quite well compared to what the macro environment is. In those areas of softness in Europe, is that following suit with the macro trends there that is, as we would all expect, Greece, Italy, Spain to be weak, but the northern countries to be doing better? I'm just curious about that.

On Asia, Asia is a very broad term for obviously, and we have businesses in several parts of Asia, but the big ones in Japan, Australia and the growing business in China, and a small but growing business in China. Japan and Australia are very different, but both doing quite well. And China remains small, we have several other smaller countries. But overall, our Asian business is doing quite well. From an European point of view, you're right that the places that we're seeing the weakness are the -- I'm not going to give you specifics, but are the countries that you would expect, and as Dale said a little earlier, this is not something that just happened in the last few months, this has been going on for some time. Those weaker countries have been weak for some time. And where we're seeing the greater strength is again in the ones that you would expect, those central developed European countries which have -- they're the largest countries which we've been in for the longest time.

Great, and just a final question. In my travels, I've come across what I think is a new initiative by you and that is Tempur-Pedic Corporate Retail Stores. I've identified 2 so far, and I was wondering if you were willing to make any comments about that strategy?

Tell me where the other one is, I'd love to know. But yes, as far as I know there's only one, and that's just opened up in Boston, which is a flagship store. And what these are is they're brand building, so they're part of our advertising. The idea is that we will open stores in a small number of select areas where we can really give consumers who tend to gather in great -- in places where there are a lot of people, like malls, to get people to come and try the TEMPUR, the TEMPUR experience and the idea is to build awareness of the brand and give people opportunity to try it and expectation is, that will lift sales in the area that surrounds it. In fact, we've done that in several countries around the world and we have found that it has worked quite well.

How many of those stores do you plan and or are you planning? And then secondly, is the mall strategy here specifically because maybe a resurge or your own internal thought process is that you perhaps are missing some of your customer opportunity with that mall traffic?

Really a marketing thing. It really is. One of the things that we've known, for example, when some of our customers have stands in county fairs or the big fairs where you get a lot of people. People like to come and try TEMPUR. And so one of the things that we, as I said, the marketing thing, it's part of building our brand. We can -- the stores can be quite an experience, they can be fun, they can be something that people enjoy and do almost as a recreation to come and try out the different types of TEMPUR beds. And what we think it'll do is a bit like the Nike store or Apple store, is build awareness of the brand over and above just being a marketing, I mean a selling tool. It's a very small experiment, it's, as a said, we do it in different countries around the world, I mean all countries, it's a relatively small thing, but it all countries it does seem to work.

This does conclude our question-and-answer session portion for today. I would like to hand the conference back over for any closing remarks.

Well, thank you. We look forward to talking to everybody again in October when we host our third quarter Earnings Conference Call. Thanks for joining us this evening.

Ladies and gentlemen, thank you for participating in today's conference. This concludes our program for today. You may now disconnect and have a wonderful day.