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) October 24, 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

(d) Exhibits

Exhibit	Description
99.1	Tempur-Pedic International Inc. October 2006 Investor 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: October 24, 2006

Tempur-Pedic International Inc.
By:	/s/ H. Thomas Bryant
Name:	H. Thomas Bryant
Title:	President and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Tempur-Pedic International Inc. October 2006 Investor Presentation

EX-99.1

Investor Presentation

October 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 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; 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

Business Review

Business Review

Leading producer of premium mattresses and pillows

Leading producer of premium mattresses and pillows

–

–

Proprietary formula and manufacturing process

Proprietary formula and manufacturing process

–

–

#1 visco-elastic market share

#1 visco-elastic market share

–

–

Highest profitability in our industry

Highest profitability in our industry

Global sales under the “TEMPUR®”

Global sales under the “TEMPUR®”

and “Tempur-Pedic®”

and “Tempur-Pedic®”

trademarks

trademarks

–

–

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

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

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

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

–

–

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

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

–

–

Fastest-growing segment

Fastest-growing segment

Tempur-Pedic products provide greater overall comfort and better quality sleep

Tempur-Pedic products provide greater overall comfort and better quality sleep

–

–

Temperature-sensitive and contours more naturally to the body

Temperature-sensitive and contours more naturally to the body

–

–

Recommended by more than 25,000 healthcare professionals

Recommended by more than 25,000 healthcare professionals

3

3

Seasoned Management Team

Seasoned Management Team

Name

Position

Prior Experience

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

4

4

Product Overview

5

5

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®

Unlike water, air and foam products, TEMPUR®

material promotes airflow

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

6

6

Diversity Across Products

Diversity Across Products

9M06 Sales: $121.9 million (18% of Total)

9M06 Sales: $121.9 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

9M06 Sales: $87.5 million (12% of Total)

9M06 Sales: $87.5 million (12% of Total)

Retail Price: $70 –

Retail Price: $70 –

$165

$165

9M06 Sales: $479.1 million (70% of Total)

9M06 Sales: $479.1 million (70% of Total)

Queen Retail Price Point: $1,199 –

Queen Retail Price Point: $1,199 –

$5,499

$5,499

Pillows

Adjustable

Beds / Other

Mattresses

7

7

Vertically Integrated Business Model

8

8

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

9

9

Sleep In The News

10

10

Sleep In The News

Sleep In The News

Don’t lose sleep buying the perfect mattress

–By Janice Lieberman

“Companies try to help workers sleep more”

Sleep, Snoring and the Blues

–By SANJAY GUPTA

Sleep Deprivation: New Concerns; Four More Studies Show It Harms

Health

Who Needs Sleep?

When the gods of sleep have deserted you

“Sleep for longer if you want to stay healthy”

Not getting enough sleep can make you fat

–By Madelyn Fernstrom, Ph.D., CNS

11

11

Sleep In The News

Sleep In The News

U.S. Sleep Aid Industry Estimated To Be >$3B Annually …

And Growing!

Note: U.S. Sleep Aid Industry annual market size estimate based on management estimates and publicly available industry estimates for prescription and over-the-counter sleep aids.

Tempur-Pedic

is not sponsored by, associated with or affiliated with any of the entities depicted above.

12

12

Better Mattress …

Better Mattress …

Better Sleep!

Better Sleep!

–

–

“Sleep in the News”

“Sleep in the News”

is Fueling Consumer

is Fueling Consumer

Interest and Involvement in Sleep Related

Interest and Involvement in Sleep Related

Products and Categories

Products and Categories

–

–

This is having an impact on all consumers, but

This is having an impact on all consumers, but

especially Baby-Boomers

especially Baby-Boomers

–

–

Current Shift to Premium and Specialty Bedding

Current Shift to Premium and Specialty Bedding

Validates the Higher Level of Involvement

Validates the Higher Level of Involvement

13

13

Brand Building

14

14

Overview of the Tempur-Pedic®

Overview of the Tempur-Pedic®

Brand

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

15

15

> 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

16

16

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.

17

17

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

$116.8

$156.0

$268.2

$433.3

$566.5

$479.1

$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

9M06

9M06

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 9M 2006, please refer to the Company’s press release for the

third 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

$688.5

$0

$100

$200

$300

$400

$500

$600

$700

$800

Net Sales

($ in millions)

$30.4

$39.4

$97.1

$151.0

$190.9

$148.2

$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

9M06

9M06

2001

2001

2002

2002

2003

2003

2004

2004

2005

2005

9M06

9M06

___________________________

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 9M 2006, please refer to the

Company’s press release for the third quarter of 2006.

$19.7

$35.1

$47.0

$77.0

$102.2

$133.1

$0

$20

$40

$60

$80

$100

$120

$140

Cash Flow from Operations

Cash Flow from Operations

Operating Cash Flows

Growth of operating cash

Growth of operating cash

flows

flows

Business model generates

Business model generates

significant operating cash

significant operating cash

flows

flows

Identified key initiatives to

Identified key initiatives to

continue to improve cash flow

continue to improve cash flow

($ in millions)

Note: 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 9M 2006, please refer to the Company’s press

release for the third quarter of 2006.

2001

2001

2002

2002

2003

2003

2004

2004

2005

2005

9M06

9M06

Investment Highlights

Investment Highlights

#1

#1

In

In

The

The

Fast

Fast

Growing

Growing

Viscoelastic

Viscoelastic

Market

#1

In

The

Premium

Mattress

Market

#1

#1

In

In

The

The

Premium

Premium

Pillow

Pillow

Market

#1

#1

In

In

International

International

Operations

Operations

of

of

All

All

U.S.

U.S.

Bedding

Bedding

Manufactur

Manufacturers

#1 In The Industry For

#1 In The Industry For Profitability

#1

#1

In

In

U.S.

U.S.

Consumer

Consumer

Referrals

Referrals

for

for

Mattresses

Mattresses

#1

#1

In

In

Retail

Retail

Sales

Sales

And

And

Profit

Profit

Per

Per

Sq

Sq

Ft

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

3

4

4

2

Investor Presentation

October 2006