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) September 18, 2006

TEMPUR-PEDIC INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware	001-31922	33-1022198
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1713 Jaggie Fox Way

Lexington, Kentucky 40511

(Address of principal executive offices) (Zip Code)

(800) 878-8889

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 7.01 Regulation FD Disclosure

Attached as Exhibit 99.1 to this report and furnished under this Item 7.01 are copies of slides used in investor presentations by Tempur-Pedic International Inc.

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

(c) Exhibits

Exhibit	Description
99.1	Tempur-Pedic International Inc. September 2006 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: September 18, 2006

Tempur-Pedic International Inc.
By:	/s/ Dale Williams
	Name:	Dale Williams
	Title:	Senior Vice President, Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit	Description
99.1	Tempur-Pedic International Inc. September 2006 Presentation

EX-99.1

Investor Presentation

September 2006

Exhibit 99.1

1

1

Forward-Looking

Statements

This

presentation

may

contain

“forward-looking

statements”

which

include

information

concerning

the

Company’s

plans,

objectives,

goals,

strategies,

future

revenues

or

performance,

capital

expenditures,

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,

initiatives

to

increase

sales,

the

rollout

and

market

acceptance

of

new

products,

initiatives

to

generate

productivity

improvements

and

reduce

costs,

our

investments

to

increase

our

global

brand

awareness,

and

management’s

expectations

regarding

its

net

sales,

GAAP

net

income

and

capital

expenditures

for

2006,

are

based

upon

current

expectations

and

beliefs

and

various

assumptions.

There

can

be

no

assurance

that

the

Company

will

realize

these

expectations

or

that

these

beliefs

will

prove

correct.

There

are

a

number

of

risks

and

uncertainties

that

could

cause

actual

results

to

differ

materially

from

the

forward-looking

statements

contained

in

this

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

and

consumer

confidence;

uncertainties

arising

from

global

events;

the

effects

of

changes

in

foreign

exchange

rates

on

the

Company’s

reported

earnings;

consumer

acceptance

of

the

Company’s

products;

industry

competition;

the

efficiency

and

effectiveness

of

the

Company’s

advertising

campaigns

and

other

marketing

programs;

the

Company’s

ability

to

further

penetrate

the

US

retail

furniture

channel,

including

the

timing

of

opening

or

expanding

within

large

retail

accounts;

the

Company’s

ability

to

continuously

improve

its

product

line,

maintain

efficient,

timely

and

cost-effective

production

and

delivery

of

its

products,

and

manage

its

growth;

rising

commodity

costs;

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.

2

2

Tom Bryant

President and CEO

Business Review

Business Review

Leading producer of premium mattresses and pillows

–

Proprietary formula and manufacturing process

–

#1 visco-elastic market share

–

Highest profitability in our industry

Global sales under the “TEMPUR™”

and “Tempur-Pedic™”

trademarks

–

Truly international with sales in over 70 countries through 4 diverse channels

–

39% CAGR in the four years ending December 31, 2005

–

22% growth in 2005

Premium segment (>$1,000) of ~$12 billion global wholesale mattress market

–

Believe premium represents ~50% of the U.S. market

–

Fastest-growing segment

TEMPUR™

products provide greater overall comfort and better quality sleep

–

Temperature-sensitive and contours more naturally to the body

–

Recommended by more than 25,000 healthcare professionals

Notes:

1.

Growth

in

the

first

half

of

2005

was

much

higher

than

growth

in

the

second

half

of

2005.

2.

For

a

complete

discussion

of

the

Company’s

financial

performance

for

2005,

please

refer

to

the

Management’s

Discussion

and

Analysis

section

of

the

Company’s

Form

10K

for

2005.

For

a

discussion

of

the

Company’s

performance

for

1H

2006,

please

refer

to

the

Company’s

Form

10Q

for

second

quarter

of

2006.

.

4

4

Seasoned Management Team

Seasoned Management Team

Consumer

Name

Position

Prior Experience

Products

Inter'l

Tom Bryant

CEO & President

CEO, Stairmaster Sports & Medical Products

President, Dunlop Maxfli

Johnson & Johnson (13 years)

Dale Williams

CFO

CFO, Honeywell Control Products

CFO, Saga Systems

CFO, GE Information Services; (15 years at GE)

Matt Clift

EVP, Operations

VP/GM Lexmark International

Lexmark/IBM (23 years)

Rick Anderson

EVP, North America

VP, Gillette

Gillette/P&G (23 years)

David Montgomery

EVP, International

President, Rubbermaid Europe

VP, Black & Decker Europe, Middle East, Africa

Prior Experience

5

5

Product Overview

6

6

Tempur-Pedic Swedish Sleep System

Tempur-Pedic Swedish Sleep System

Therapeutic Benefits

Therapeutic Benefits

Excellent Pressure & Pain Management

Excellent Pressure & Pain Management

–

–

Manages pressure over the entire mattress surface

Manages pressure over the entire mattress surface

Open Cell Technology

Open Cell Technology

–

–

Unlike water, air and foam products, Tempur material promotes airflow

Unlike water, air and foam products, Tempur material promotes airflow

Body Conforming & Support

Body Conforming & Support

–

–

Neck and spine supported in the correct anatomical position

Neck and spine supported in the correct anatomical position

Safe and Healthy

Safe and Healthy

–

–

Antimicrobial and hypoallergenic

Antimicrobial and hypoallergenic

–

–

Resistant to dust mites, household allergens and mold

Resistant to dust mites, household allergens and mold

Maintenance Free

Maintenance Free

–

–

Never needs to be turned or serviced

Never needs to be turned or serviced

7

7

Diversity Across Products

Diversity Across Products

1H06 Sales: $80.2 million (18% of Total)

1H06 Sales: $80.2 million (18% of Total)

Retail Price:

Retail Price:

–

–

Adjustable Beds: $1,300 –

Adjustable Beds: $1,300 –

$2,800

$2,800

–

–

Other: $35 –

Other: $35 –

$150

$150

1H06 Sales: $57.5 million (13% of Total)

1H06 Sales: $57.5 million (13% of Total)

Retail Price: $70 –

Retail Price: $70 –

$165

$165

1H06 Sales: $309.8 million (69% of Total)

1H06 Sales: $309.8 million (69% of Total)

Queen Retail Price Point: $1,199 –

Queen Retail Price Point: $1,199 –

$5,499

$5,499

Pillows

Adjustable

Beds / Other

Mattresses

8

8

Extending Our Product Line

Extending Our Product Line

The

GrandBed

by

Tempur-Pedic™

7

layer

mattress

featuring

Tempur-HD™

New

level

of

luxury

with

silk-blended

cover

Queen

SRP:

$5,499

The

RhapsodyBed

by

Tempur-Pedic™

Features

Tempur

HD™

-

latest

formulation

Cover

features

micro-fiber

suede

sides

and

TEMPUR-Tex™

Queen

SRP:

$2,399

9

9

Vertically Integrated Business Model

10

10

Global, vertically integrated

manufacturer

State of the art, highly automated,

ISO-certified plants

>$200 million invested

Denmark (500K sq ft)

Duffield, VA (500K sq ft)

Albuquerque, NM (750K sq ft)

Manufacturing Facilities

Manufacturing Facilities

Note:

New

Mexico

facility

under

construction

and

expected

to

open

by

year

end

2006

11

11

Brand Building

12

12

Overview of the Tempur-Pedic Brand

Overview of the Tempur-Pedic Brand

An assertively forward-looking image for innovative

technology and products that create customers who are

enthusiastic and passionate about our products

Positioned as a high-tech superior proprietary product with

benefits not provided by conventional bedding

Differentiated from the competition –

our “less is more”

design provides weightless comfort and self-adjustability for

every sleeper on a molecular level –

not a mechanical or

electrical product and no switches, motors, pumps, bladders

or hard steel springs

Supported with a massive advertising and brand-building

program that drives consumer awareness

13

13

>

80

million

“impressions”

per

month

>

600

million

“impressions”

per

month

Includes

national

spots

on

such

shows

as:

The

Radio

Factor

with

Bill

O’Reilly,

Westwood

One,

Dr.

Laura,

Dr.

Joy

Browne

and

WOR

with

John

Gambling

>

900

million

“impressions”

per

month

>

2.8

billion

“impressions”

per

month

High

profile

events:

The

Apprentice,

Oscar’s,

Emmy’s,

Grammy’s

Newspapers

Television

Radio

Magazines

Cost Effective Advertising to Build

Cost Effective Advertising to Build

Global Brand

Global Brand

Tempur-Pedic’s national advertising campaign drives over 4.3 billion

consumer “impressions”

per month

14

14

Continue to Build Global Brand

Continue to Build Global Brand

Total Brand Awareness: 78% up from 60% in two years

___________________________

Note:

Total

brand

awareness

for

mattresses

based

on

study

commissioned

by

Tempur-Pedic

and

completed

in

the

first

quarter

of

each

year.

15

15

Source: Independent survey commissioned by Tempur-Pedic

Almost all of our customers have recommended Tempur-Pedic, with about

Almost all of our customers have recommended Tempur-Pedic, with about

two-thirds reporting that they recommended Tempur-Pedic one to five times. 

two-thirds reporting that they recommended Tempur-Pedic one to five times. 

42% of retail customers report that someone purchased a Tempur-Pedic

42% of retail customers report that someone purchased a Tempur-Pedic

mattress as a result of their recommendation.

mattress as a result of their recommendation.

Customer Passion

Customer Passion

95%

65%

18%

17%

42%

0%

20%

40%

60%

80%

100%

Recommended

Tempur-Pedic

1-5 times

6-10 times

11+ times

Purchase resulted

from

recommendation

16

16

Retailer Feedback on Tempur-Pedic

Retailer Feedback on Tempur-Pedic

Tempur-Pedic

is

the

brand

with

the

highest

profit

margins

Brand

consumers

ask

about

most

Easiest

brand

to

sell

Retailers

generate

significantly

more

of

their

total

sales

from

Tempur-Pedic

than

its

relative

floor

space

Tempur-Pedic commissioned recent third party survey of mattress retailers. Retailers

provided wide-ranging feedback on variety of issues, including the following:

17

17

Dale Williams

SVP and Chief Financial Officer

$116.8

$156.0

$268.2

$433.3

$566.5

$309.8

$0

$50

$100

$150

$200

$250

$300

$350

$400

$450

$500

$550

$600

2004

2004

Mattresses Key Growth Driver

Mattresses Key Growth Driver

Mattress Revenues

2001

2001

2002

2002

2003

2003

Established Accounts + Targeted

Established Accounts + Targeted

New Stores

New Stores

Increasing slots per store

Increasing slots per store

Growing brand awareness

Growing brand awareness

31% Growth in ‘05

31% Growth in ‘05

($ in millions)

2005

2005

1H06

1H06

Notes:

1.

Growth

in

the

first

half

of

2005

was

much

higher

than

growth

in

the

second

half

of

2005.

2.

For

a

complete

discussion

of

the

Company’s

financial

performance

for

2005,

please

refer

to

the

Management’s

Discussion

and

Analysis

section

of

the

Company’s

Form

10K

for

2005.

For

a

discussion

of

the

Company’s

performance

for

1H

2006,

please

refer

to

the

Company’s

Form

10Q

for

second

quarter

of

2006.

.

Historical Net Sales

Historical Operating Income

(1)

Growing Net Sales and Profitability

Growing Net Sales and Profitability

$221.5

$298.0

$479.1

$684.9

$836.7

$447.5

$0

$100

$200

$300

$400

$500

$600

$700

$800

Net Sales

($ in millions)

$30.4

$39.4

$97.1

$151.0

$190.9

$94.5

$0

$20

$40

$60

$80

$100

$120

$140

$160

$180

$200

Operating

Income

($ in millions)

2001

2001

2002

2002

2003

2003

2004

2004

2005

2005

1H06

1H06

2001

2001

2002

2002

2003

2003

2004

2004

2005

2005

1H06

1H06

___________________________

1.

For

a

complete

discussion

of

the

Company’s

financial

performance

for

2005,

please

refer

to

the

Management’s

Discussion

and

Analysis

section

of

the

Company’s

Form

10K

for

2005.

For

a

discussion

of

the

Company’s

performance

for

1H

2006,

please

refer

to

the

Company’s

Form

10Q

for

the

second

quarter

of

2006.

$19.7

$35.1

$47.0

$77.0

$102.2

$86.5

$0

$20

$40

$60

$80

$100

Cash Flow from Operations

Cash Flow from Operations

Operating Cash Flows

Growth of operating cash flows

Growth of operating cash flows

Business model generates

Business model generates

significant operating cash flows

significant operating cash flows

Identified key initiatives to

Identified key initiatives to

continue to improve cash flow

continue to improve cash flow

($ in millions)

Note:

For

a

discussion

of

the

Company’s

financial

performance

for

2005,

please

refer

to

the

Management’s

Discussion

and

Analysis

section

of

the

Company’s

Form

10K

for

2005.

For

a

discussion

of

the

Company’s

performance

for

1H

2006,

please

refer

to

the

Company’s

Form

10Q

for

the

second

quarter

of

2006.

2001

2001

2002

2002

2003

2003

2004

2004

2005

2005

1H06

1H06

Investment Highlights

Investment Highlights

#1 In The Fast Growing Viscoelastic Market

#1 In The Premium Mattress Market

#1 In The Premium Pillow Market

#1 In International Operations of All U.S. Bedding Manufacturers

#1 In The Industry For Profitability

#1 In U.S. Consumer Referrals for Mattresses

#1 In Retail Sales And Profit Per Sq Ft

___________________________

1.

Based

on

net

sales,

including

management’s

estimates

of

sales

by

companies

that

do

not

publicly

report

sales

of

viscoelastic

mattresses

and

pillows,

premium

mattress

and

premium

pillows.

2.

Based

on

total

company-owned

foreign

operations

by

U.S.

based

bedding

manufacturers,

including

management’s

estimates

for

companies

that

do

not

publicly

report

such

information.

3.

Based

on

total

net

income

for

all

publicly

reporting

US

mattress

manufacturers.

4.

Based

on

independent

survey(s)

commissioned

by

Tempur-Pedic

and

management

estimates.

1

1

1

2

3

4

4

Investor Presentation

September 2006