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) November 11, 2010

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 (seeGeneral Instruction A.2. below):

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

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

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

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

Item 7.01.  Regulation FD Disclosure

On November 11, 2010, Tempur-Pedic International Inc. will host a webcast of its Investor Day. Attached as Exhibit 99.1 to this report and furnished under this Item 7.01 are copies of slides used by Tempur-Pedic International Inc. for the investor presentation at its Investor Day.

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

Item 9.01.  Financial Statements and Exhibits

(d)  Exhibits

Exhibit Description

99.1 Tempur-Pedic International Inc. Investor Day Presentation

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:  November 12, 2010

Tempur-Pedic International Inc.
By:	/s/ DALE E WILLIAMS
	Name:  Dale E. Williams
	Title:    Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Description

99.1 Tempur-Pedic International Inc. Investor Day Presentation

EX-99.1

2

Barry Hytinen
Senior Vice President

3

Agenda

Webcast participants may email questions to:

investor.relations@tempurpedic.com

November 11, 2010

Forward-Looking Statements

This presentation may contain “forward-looking statements,” within the meaning of federal securities laws, which include information concerning the
Company’s plans, objectives, goals, strategies, future revenues or performance, financing needs and other information that is not historical information.
When used in this presentation, 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, the Company’s
expectations regarding improving the quality and range of existing products; increasing brand awareness and brand consideration; the impact of the
introduction of new products, including the TEMPUR-Cloud™ Collection; international and domestic growth opportunities; increasing market share;
improving gross margin; expanding and improving distribution channels; manufacturing capacity and utilization; consumer preferences and behavior; the
effectiveness of new cost structures; meeting financial obligations; cost and operating expense reductions and cash flow generation; and the Company’s
expectations for growth of sales, margins, and earnings for 2011 and beyond 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
presentation.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, particularly in the retail sector, as well asconsumer
confidence and the availability of consumer financing; the Company’s ability to reduce expenses to align with reduced sales levels; uncertainties arising
from global events; the effects of changes in foreign exchange rates on the Company’s reported earnings; consumer acceptance of the Company’s
products; industry competition; the efficiency and effectiveness of the Company’s advertising campaigns and other marketing programs; the Company’s
ability to increase sales productivity and expand distribution channels; the Company’s dependence on its significant customers; the Company’s ability to
address issues in certain underperforming international markets; 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; changes in foreign tax rates; rising commodity costs; the Company’s
ability to retain members of its senior management team; the effects of increased interest rates; the market price for the Company’s common stock
prevailing from time to time; and the nature of other investment opportunities presented to the Company from time to time.

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.

Note Regarding Trademarks, Trade Names and Service Marks:

Tempur, Tempur-Pedic, The DeluxeBed by Tempur-Pedic, The ClassicBed by Tempur-Pedic, The GrandBed by Tempur-Pedic, The TEMPUR-
Cloud Supreme, The TEMPUR-Cloud, The RhapsodyBed by Tempur-Pedic, The AdvantageBed by Tempur-Pedic, The Bella Fina Bed by Tempur-
Pedic, The CloudPillow by Tempur-Pedic, The TEMPUR-Cloud Luxe by Tempur-Pedic, The CelebrityBed by Tempur-Pedic, The AlluraBed by
Tempur-Pedic, The Sensation, The Sensation Lite, The NeckPillow by Tempur-Pedic, The SymphonyPillow by Tempur-Pedic, The ComfortPillow
by Tempur-Pedic, The RhapsodyPillow by Tempur-Pedic are trademarks, trade names or service marks of Tempur-Pedic International Inc. and its
subsidiaries. All other trademarks, trade names and service marks in this presentation are the property of their respective owners.

5

Mark Sarvary
President & Chief Executive Officer

6

Key Topics

uOverview Of Tempur-Pedic

uIndustry Update

uTempur-Pedic Strategy

uSources Of Growth In 2011 And Beyond

7

Overview Of Tempur-Pedic

8

The Sensation Mattress by Tempur® Unique Range Of Products Utilizing The Proprietary Pressure Relieving Tempur Material The CloudPillow by Tempur-Pedic®The ComfortPillow by Tempur-Pedic® The TEMPUR-Cloud™ Supreme The Advanced Ergo Adjustable Base by Tempur-Pedic™ The Rhapsody Pillow by Tempur-Pedic®z The RhapsodyBed by Tempur-Pedic® The NeckPillow by Tempur-Pedic™ The AdvantageBed by Tempur-Pedic™

9

Company Thesis

uEstablished: Worldwide leader in specialty mattresses and premium mattresses

ØLeader in the $5B premium segment of the $13B global mattress market

ØLeader in the fastest growing segments

uDifferentiated: Consumer preferred, branded product line

ØMost highly recommended brand by owners, most desired brand by non-owners

ØOver a decade of industry-leading brand advertising, very high level of owner referrals

ØConsumer research at the core of everything we do

uProfitable: Industry-leading margins and cash flows

ØGross margin 50%+

ØOperating margin 22%+

ØHigh returns with low cash needs

uGrowing: Significant top line growth opportunity

Ø3% U.S. mattress market share, up from 2% last year

ØIntermediate goal of ~7%

Source: Management estimates

10

2010 Year-To-Date Performance

	3rd Quarter Year-To-Date
	Actual	Variance to Prior Year
Sales	$813 M	+39%
Gross Margin	49.7%	+280 bps
Operating Margin	21.4%	+470 bps
Net Income	$111 M	+98%
EPS	$1.51	+104%
Shares Repurchased	8.5 million

For a discussion of the Company’s performance, please refer to the Company’s 3rd quarter 10Q filing and prior 10Kfilings.

11

Management Team In Place to Scale to World’s Favorite Mattress
Brand

12

Expanding Global Presence

Note: China was converted to a joint venture market effective in the first quarter of 2010. All other light green countries are subsidiary markets.

13

State-of-the-Art Vertically Integrated Manufacturer

Denmark(500K sq ft)

Virginia (500K sq ft)

New Mexico(800K sq ft)

uHighly automated, ISO-certified plants

u> $200 million invested

uSignificant opportunity to leverage
infrastructure (only ~40% utilized)

14

Industry Update

15

Industry Situational Assessment

uMattress industry experiencing growth, but recovery is uneven

u“Barbell” recovery appears to be playing out, though industry pricing is generally firm

uRetailers report traffic continues to be below “normal” but “off the bottom”

uMacro-economic environment progressing, but confidence still relatively weak

16

After Years Of Decline, We Believe Significant “Pent Up Demand”
Exists And Will Benefit Industry Sales For Several Years

Units

(In Thousands)

Dollars

(In Millions)

Note 1: 2009 and 2004 Annual ISPA Report of Sales and Trends

Note 2: Management estimates

Note 3: YTD 2010E assumes 2010 year-to-date growth rates implied for full year

US Industry Annual Performance

	‘84 - ‘06	‘06 - ‘09
$ CAGR	7.5%	(5.5%)
Unit CAGR	2.3%	(7.0%)

	2010 YTD
Sales	+8.4%
Units	+10.3%

17

Industry Growth Has Resumed in 2010, Though “Comps” Are
Relatively Easy

Source: September 2010 ISPA Sales Report

ISPA Performance vs. Prior Years by Month

2010

2009

2008

18

Long-term Secular Shift To Specialty And Premium Has Resumed

Source: 2009 ISPA Sales Report, ISPA Bedding Barometer Sep 2010, and management estimates

Note: Premium mattress category defined as $1,000+

Specialty Share

Premium Share

uIndustry sample year-to-date September 2010 sales performance

Ø Specialty +30%

Ø Total Industry +8%

19

Tempur-Pedic Strategy

20

Our goal is to become the world’s

favorite mattress and pillow brand.

Goal

21

Strong Preference For Tempur

uVoted most comfortable mattress by US consumers

ØTempur-Pedic 41% vs. Springs 21-29%

uHighest rating for future purchase intent

ØTempur-Pedic 26% vs. Springs 8-20%

uConsumer Reports: #1 Mattress - “Would definitely buy again”

Source: Consumer Reports October 2009

2010 Gallup Consumer Mattress Market Survey

3rd party research

22

Tempur Vision

People who sleep on Tempur sleep better than those

who don’t.

Our goal is to become the world’s

favorite mattress and pillow brand.

To achieve our goal we will:

1.Make sure everyone knows they would sleep better on Tempur

2.Make sure there is a Tempur mattress and pillow that appeals to everyone

3.Make sure that Tempur is available to everyone

4.Make sure Tempur continues to deliver the best sleep

Make sure our cost structure is optimized to enable marketing and product investments

23

Make Sure Everyone Knows They Would Sleep Better On Tempur

Source: The 2010 Gallup Consumer Mattress Market Study

US Brand Awareness

US Future Purchase Interest

2004

2006

2008

2010

2004

2006

2008

2010

2004

2006

2008

2010

2004

2006

2008

2010

2004

2006

2008

2010

2004

2006

2008

2010

2004

2006

2008

2010

2004

2006

2008

2010

uExpanding brand awareness leads to significantly improved purchase intent

uUS advertising driving increased brand awareness

24

Source:2009 SMI/Alcott Mattress Attitude & Usage Study

Premium = Will spend $1,000+ for my next mattress set

Make Sure There Is A Tempur Mattress And Pillow That Appeals
To Everyone

uProduct development is based on research

uTraditional Tempur-Pedic beds are perceived as firm by consumers

uTEMPUR-Cloud™ product concept developed in response

US Mattress Feel Preference - % Consumers Who Prefer
	All Buyers	Future Premium Buyers
Firm	51%	48%
Soft / Medium	49%	52%

25

Source: 2009 Tempur-Pedic company research

Note: % of people rating a 6 or 7 on a 7 point scale.

Better Than Competition

, Different From Classic

uCloud developed after utilizing extensive head-to-head research

Make Sure There Is A Tempur Mattress And Pillow That Appeals
To Everyone

TEMPUR-Cloud™ Collection: Already Our Best Selling Line

26

The

TEMPUR-Cloud™ Luxe

$3,599

The

TEMPUR-Cloud™ Supreme

$2,299

The

TEMPUR-Cloud™

$1,599

Price reflects Queen mattress

27

The CloudPillow

by Tempur-Pedic®

The

Sensation Mattress

by Tempur®

Most successful
international product
launch

Building on success of
Cloud Collection

Entry price point Ergo
introduced

The

Ergo Adjustable Base

by Tempur-Pedic™

Make Sure There Is A Tempur Mattress And Pillow That Appeals
To Everyone

28

Make Sure That Tempur Is Available To Everyone

uDistribution gains

ØFlagship stores in Japan, China, emerging markets, and selected European markets

uExpanding points of distribution

ØNorth America: potentially 500 - 1,500 incremental doors

ØInternational: potentially 2,000+ incremental doors

Management estimates

29

Price reflects Queen mattress

Make Sure That Tempur Is Available To Everyone

uImproved brand architecture

30

Make Sure That Tempur Is Available To Everyone

uNewly re-launched website

31

Make Sure Tempur Continues To Deliver The Best Sleep

uIncreasing investment in R&D

uRecent Innovations

ØTEMPUR-ES™ material

ØConsumer research

ØMaterials research

ØProduct characterization

ØSleep research

32

Sources Of Growth In 2011 And Beyond

33

Driving Growth - Imperatives For 2011 And Beyond

u Maintain strong annual sales growth u Maintain healthy gross margins and EBIT growth u We will invest in those areas that will drive growth 1. Make sure everyone knows they would sleep better on Tempur  – Increase awareness and preference in the US, Canada, Europe, and China 2. Make sure there is a Tempur mattress and pillow that appeals to everyone – Develop major new products validated by consumer research  3. While we continue to improve performance in all key areas 4. Make sure t hat Tempur is available to everyone 5. Make sure Tempur continues to deliver the best sleep   …and make sure our cost structure is optimized to enable marketing and product investments

34

Growth From The North American Segment

35

North American Growth Strategy

uCapitalize on Cloud Collection’s full potential

uImprove Ergo Adjustable attach rate

uImprove and expand product range

uContinue to invest in advertising to build awareness

uContinue to invest in sales execution infrastructure

uResumption of category growth and secular shift to specialty together with increased
preference for Tempur-Pedic

uCapitalize on Canadian acquisition

Capitalize On The Cloud Collection’s Full Potential

36

3Q09 4Q09 1Q10 2Q10 3Q10 4Q10 1Q11 2Q11

uGenerally, new products have a significant ramp following distribution

Note: This timeline is not exact. It is intended for illustrative purposes only.

15% price

increase

Expand Ergo Adjustable Base Distribution And Attach Rates

u96% overall satisfaction by Ergo System owners

uRecently extended adjustable product range with entry price point

uDriving increased Ergo Adjustable Base attach rate

37

The

Ergo Adjustable Base

by Tempur-Pedic™

The

Advanced Ergo Adjustable Base

by Tempur-Pedic™

New Product Development

38

uNew products and upgrades will be delivered in 2011

Continue To Advertise

39

uInvestment will be maintained at 9%

uCampaign will evolve to broaden consumer awareness of Tempur-Pedic’s product line
breadth

uWill be even more focused on expanding Tempur specific retailer advertising in 2011

ØHighly successful program in 2010

40

Sales Execution Infrastructure

One-of-a-kind multichannel consumer marketing and selling strategy

uSales

ØImproved call cycles, increased training and stronger account management

ØRetail sales CRM to better track performance versus KPIs

ueCommerce and Direct

ØWorld class selling platform

ØSignificant consumer database / leads capability

ØImproved direct marketing and media strategy

41

Industry, Specialty, And Tempur Preference

uISPA’s 2011 sales growth projection is +6%

uSecular shift to specialty has resumed

ØThis year, Specialty sales +30% as compared to Innersprings +3%

uFuture purchase intent for Tempur-Pedic now stands at 26%, up from 18% in 2008

uTempur-Pedic’s share is small, but growing

ØUS unit share at ~3%, up from 2% in 2009

ISPA 2010-2012 Mattress Industry US Market Forecast, October 2010

ISPA Bedding Barometer October 2010

The 2008, 2009, and 2010 Gallup Consumer Mattress Market Study

Capitalize On Canadian Acquisition

42

Note 1: Total Retail - 2002 Economic Census; Comparison of US and Canada census data

Note 2: Autos - Scotiabank Group, Global Auto Report; September 29, 2010

Note 3: Electronics - 2002 Economic Census; Comparison of US and Canada census data

Note 4: Mattresses - Management estimate based on publicly available data of major mattress competitors with sales in US and Canada

Note 5: TPX -Trailing twelve month

uBrand awareness is low, so we will invest in advertising

uDistribution significantly improved in 2010

uCanada normally represents 10-15% of US sales

 uLarge growth opportunity as Tempur is significantly below comparables

43

Growth From The International Segment

44

Significant International Growth Opportunity Exists

uOver next 5 years, we expect at least $300 million of International growth

uExpect 65% of growth will come from four major markets

ØThe European “Big 3” (France, Germany, UK) - represents 50% of European Union GDP

ØChina

5 Year Sales Growth

Management estimates

Source: International Monetary Fund 2009

45

European “Big 3”

46

Europeans Currently Spend Significantly Less On Premium
Mattresses Than US Consumers

Source: 3rd party research study commissioned by Tempur-Pedicand management estimates

Premium normalized to European pricing standards

uUS premium mattress category growth demonstrates opportunity in other markets

Gap

$5

47

Five Factors Account For The Difference Between The US And
European “Big 3” Premium Mattress Markets

Consumers’ ability
to pay

Consumers’
willingness to pay

Retail structure

Consumers’
mattress
replacement cycle
and size

Manufacturer
actions to develop
premium

•Lower income
structures in
Europe vs. US

•Lower spending on
premium products
in Europe vs. US

•Difference in
availability of
premium
mattresses in
Europe vs. the US

•Longer
replacement cycle
for mattress in
Europe vs. US

•Smaller mattress
sizes in Europe vs.
US

•Levers have been
‘pushed’ harder in
the US vs. Europe

Structural
cannot be influenced

Less structural
may be influenced only in long run

Not structural
can be influenced

Source: 3rd party research study commissioned by Tempur-Pedic

48

Spending On Premium Products In Europe Versus US

uEuropeans spend as much or more as US consumers on Premium

Source: 3rd party research study commissioned by Tempur-Pedic

Note: Premium category varies by country

Note: In 2000, the US Premium mattress share was ~31%

49

Five Factors Drive The Difference Between The US And European
“Big 3” Premium Mattress Markets

Consumers’ ability
to pay

Consumers’
willingness to pay

Retail structure

Consumers’
mattress
replacement cycle
and size

Manufacturer
actions to develop
premium

•Lower income
structures in
Europe vs. US

•Ability to pay only
explains <10% of
the $ / capita
spend gap to US:

•Assuming same
income structure
as US, spend/
capita would
grow <$0.50

•Lower spending on
premium products
in Europe vs. US

•In fact, except for
mattresses
consumers spend
as much on
premium in
Europe

•This factor has no
impact on
spend/capita

•Difference in
availability of
premium
mattresses in
Europe vs. the US

•Europe has a
similar proportion
of stores carrying
premium, but they
are smaller stores

•A retail structure
similar to the US
would increase
spend/capita by
$1.20

•Longer
replacement cycle
for mattress in
Europe vs. US

•Smaller mattress
sizes in Europe vs.
US

•Both factors are
true, but together
only account for
$0.20 to $0.75
spend/capita

•Levers have been
‘pushed’ harder in
the US vs. Europe

-Awareness building

-Product range

•60% of the gap
between US and
Europe, a
potential
additional
$2.50/capita

Source: 3rd party research study commissioned by Tempur-Pedic

50

Five Factors Conclusion

Per Capita Spend

u60% of the gap between US and Europe, a potential additional $2.50 / capita driven by
manufacturer actions

Source: 3rd party research study commissioned by Tempur-Pedic

51

Brand Awareness Will Be Increased In Europe

uAd spend positively correlated with brand awareness and market share

Mattresses

Sleep
Systems

TEMPUR®

Original Collection

featuring supportive
firmer feel

Relaxation

Supreme

Signature

Premium

Zen

Original Supreme

Original Royal

Original Deluxe

Original

TEMPUR®

Sensation Collection

featuring supportive
traditional feel

Relaxation

Sensation

Sensation Supreme

Sensation Deluxe

Sensation

TEMPUR®

Cloud Collection

featuring supportive
softer feel

Promessa

Relaxation

Cloud Supreme

Cloud Deluxe

Cloud

Product Range Will Be Broadened And Strengthened

52

53

Cloud Collection To Begin International Rollout In Early 2011

uPhased rollout by market during 2011

u3-4 models / price points per market

54

China

China: Summary Of Key Findings From Recent Research Study

uSubstantial market potential for premium mattresses in four city focus

ØExisting premium retail market greater than $250 million

uAlready a significant potential customer base

Ø60 million people in the four city focus

uMattress preferences and buying habits show no particular barriers to market
development

uEstablished distribution model

ØDepartment stores and furniture malls

uAdvertising and brand development viable

ØOpportunity to develop targeted marketing for wealthy consumers

55

Source: 3rd party research study commissioned by Tempur-Pedic

China Plan

uComplete consumer testing to determine Tempur product range

uBroaden product collection to meet market specific consumer needs

uAdapt retail model to match local market

uQuadruple store count by 2014

56

Management estimates

57

Potential For China To Grow 10x Or More Over Next Five Years

2010

2014

$50 - $100
million

Management estimates

58

Summary

u2009 Objective:

Ø“Maintain A Reasonable Cushion To The Covenants”

u2010 Objective:

Ø“Moving From Survive To Thrive”

59

Summary

u2009 Objective:

Ø“Maintain A Reasonable Cushion To The Covenants”

u2010 Objective:

Ø“Moving From Survive To Thrive”

u2011 Objective:

Ø “Building The Foundation For The World’s Favorite Mattress And Pillow Brand”

60

Dale Williams
Executive Vice President & Chief Financial Officer

61

Financial Overview

62

Net Sales

uNegotiated difficult recession in 2008 - 2009

u2010 rebound impacted by Cloud, AskMe, and modest industry growth

($ in millions)

For a discussion of the Company’s performance, please refer to the Company’s 3rd quarter 10Q filing and prior 10Kfilings.

2004

2005

2006

2007

2008

TTM

Sept 10

YTD

Sept 10

2009

63

Mattresses Drive Global Business, With Significant Revenue In
Other Product Lines

International

North America

3Q10 YTD Sales

uUS mattress revenue up 46% in 2010, driven by Cloud collection

uUS “Other” up 52% as Ergo attach rates improving

For a discussion of the Company’s performance, please refer to the Company’s 3rd quarter 10Q filing and prior 10Kfilings.

64

Gross Margin

uIn 2nd year of 4 year productivity program to drive +700 basis points of margin

uWe plan to invest in our product line to drive growth and continue our technological
leadership

2004

2005

2006

2007

2008

Long
Range
Target

3Q10

YTD
Sept 10

50%+

2009

For a discussion of the Company’s performance, please refer to the Company’s 3rd quarter 10Q filing and prior 10Kfilings.

65

Significant Opportunity To Improve COGS

66

Operating Margin

uOperating margin benefiting from gross margin expansion

uSales growth drives leverage of fixed expenses in SG&A

2004

2005

2006

2007

2008

Long
Range
Target

3Q10

YTD
Sept 10

2009

For a discussion of the Company’s performance, please refer to the Company’s 3rd quarter 10Q filing and prior 10Kfilings.

Excellent Cash Flow Dynamics With Significant Opportunity To
Continue Cash Cycle Improvement

67

2004

2005

2006

2007

2008

2009

3Q10

72

85

57

82

63

46

42

Long-term

25

Long-term estimate is intended for illustrative purposes only. Figure not drawn to scale.

68

Depreciation & Amortization vs. Capital Expenditures

uMulti-year add back to net income as D&A should exceed capex

uAnticipate annual capex of $20 million or less for the foreseeable future

($ in millions)

For a discussion of the Company’s performance, please refer to the Company’s 3rd quarter 10Q filing and prior 10Kfilings.

Low Levels Of Capital Should Continue To Drive High Returns
Going Forward

For a discussion of the Company’s performance, please refer to the Company’s 3rd quarter 10Q filing and prior 10K filings.

*Note: For a reconciliation of 2008 Adjusted Net Income, Return on Assets, Return on Invested Capital and a reconciliation of non-GAAP to GAAP financial measures,
please see Appendix of this presentation.

2004

*

2005

2006

2007

2008

TTM
Sept 10

2004

*

2005

2006

2007

2008

TTM
Sept 10

Return on Assets

Return on Invested Capital

2009

2009

69

70

Significant Operating Cash Flow With Commitment To Enhance
Stockholder Value

uRepurchased >30% of the company since 2005

ØDiluted share count @ 12/04: ~103 million

ØDiluted share count @ 10/10: ~70 million

For a discussion of the Company’s performance, please refer to the Company’s 3rd quarter 10Q filing and prior 10Kfilings.

$76

$144

$344

$18

$250

71

2011 First Look: Sales

uAnticipate 2011 will be another year of market share gains

North America

Cloud collection

Ergo attach rates

New products

Advertising

Macro

Canada

Other (pricing, new accounts)

International

Cloud and other new products

New distribution

Advertising / awareness

Emerging markets

72

2011 First Look: Margins

uAnticipate 2011 will be another year of margin expansion partially offset by
inflationary commodities outlook and marketing investments

Gross Margin

+ Productivity program

+ Fixed cost leverage

+ Product mix

-Commodities

? Geographic segment mix

Operating Margin

+ Gross margin

+ SG&A leverage

-Marketing investments

73

Intermediate Term Goals - 2014

u$2 billion Sales

u25%+ Operating Margin

uCash / Stockholder value

uWorld’s Favorite Mattress And Pillow Brand

74

Q&A

u2010 Limited Edition
My Tempur-Pedic
Teddy Bear®

uSupporting the fight
against Pancreatic
Cancer

PANCAN Charitable Giving Drive

75

77

Appendix

78

Reconciliation of Adjusted Net Income to Net Income TTM 2009 and 2008 and Adjusted Earnings Per Share for 2008

Non-GAAP Measures

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

The following table sets forth the reconciliation of the Company’s reported Net income to the calculation of Adjusted Net income for the trailing nine
months ending September 30, 2009 and twelve months ended December 31, 2008 and the reconciliation of the Company’s reported Earnings per share
to the calculation of Adjusted Earnings per share for the twelve months ended December 31, 2008.

GAAP To Non-GAAP Reconciliations - Net Income and Earnings
Per Share

2008
2008 GAAP Net Income	58,868
Plus:
Q408 Tax provision related to
repatriation of foreign earnings	11,631
Adjusted Net Income	70,499
GAAP Earnings per share, diluted	$0.79
Tax provision related to repatriation of foreign earnings	$0.15
Adjusted Earnings per share, diluted	$0.94

79

Calculation Of Return On Assets

The Company provides information regarding Return on Assets as the Company believes it provides investors with
useful information.Return on Assets is calculated by dividing Net Income/Loss by Total Assets as reported in the
Company's 10K and 10Q filings.No adjustment for dividends was made in this calculation. See the GAAP to Non-GAAP
Reconciliation for a reconciliation of Adjusted Net Income in 2008.

80

Calculation Of Return On Invested Capital

The Company provides information regarding Return on Invested Capital as the Company believes it provides investors
with useful information. We consider our Invested Capital to be Total Assets less Accounts Payable and Accrued
Expenses & Other Current Liabilities as reported in the company's 10K and 10Q filings. Return on Invested Capital is
calculated by dividing Net Income/Loss (less any dividends) by Invested Capital. See the GAAP to Non-GAAP
Reconciliation for a reconciliation of Adjusted Net Income in 2008.