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): February 19, 2008

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. First Quarter 2008 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: February 19, 2008

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

EXHIBIT INDEX

Exhibit	Description
99.1	Tempur-Pedic International Inc. First Quarter 2008 Investor Presentation

EX-99.1

Investor Presentation

1Q 2008

Exhibit 99.1

2

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, the Company’s expectations regarding increasing slots per store,

growing brand awareness, strong cash flow generation, new products, unit share opportunities, new consumer segments,

operating margins, research and development and new retail accounts, 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 increase sales productivity within existing retail accounts and to further penetrate the U.S. retail furniture

channel; 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, and rising

commodity

costs;

the

Company’s

ability

to

protect

and

maintain

its

intellectual

property;

the

Company’s

ability

to

respond

to

regulatory requirements; the Company’s ability to retain members of its senior management team; the effects of increased

interest rates; the effects of labor relations on business operations and costs; the effects of increased product return rates or a

reduction in warranty reserves; 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.

3

Overview

Worldwide leader in Premium Sleep, the fastest

growing

segment of the ~$13 billion wholesale

mattress market

Global

sales under the “Tempur-Pedic®”

and

“TEMPUR®”

trademarks in >70 countries

Products provide greater overall comfort

and better

quality

sleep

Solid history of growth

Most profitable

company in the industry

Over 25,000 health care professionals recommend

the brand

4

Tempur-Pedic Swedish Sleep System

Pressure & Pain Management

–

94% of owners experience a reduction in painful pressure

points

Open Cell Technology

Body Conforming & Support

–

92% of owners sleep better and wake more refreshed

Safe and Healthy

Maintenance Free

Source: Independent survey commissioned by Tempur-Pedic

5

Seasoned Management Team

Executive team has ~130 years managing large international businesses

Name

Position

Prior Experience

Consumer

Products

Inter'l

Tom Bryant

President & CEO

CEO, Stairmaster Sports & Medical Products

President, Dunlop Maxfli

Johnson & Johnson

Rick Anderson

EVP and President,

VP, Gillette

North America

Gillette/P&G

David Montgomery

EVP and President,

President, Rubbermaid Europe

International

VP, Black & Decker Europe, Middle East, Africa

Matt Clift

EVP, Global Operations

VP/GM Lexmark International

Lexmark/IBM

Dale Williams

EVP & CFO

CFO, Honeywell Control Products

CFO, Saga Systems

CFO, GE Information Services

Prior Experience

6

Global Presence

International Subsidiary

International Third Party

Domestic Subsidiary

Domestic Third Party

7

Domestic Sales

Healthcare

2%

Direct

10%

Retail

86%

Third Party

2%

Mattress

74%

Pillow

9%

Other

17%

1.

Data represents results of full year 2007.

Domestic represents ~66% of total

sales with long-term growth

prospects

Products sold through four channels

with focus on established retail

accounts and new opportunities for

growth

US-based R&D center focused on

product development and targeting

new consumer segments

Brand building via advertising

campaign to drive market share

gains

8

International Sales

Direct

3%

Healthcare

9%

Third Party

11%

Retail

77%

Mattress

61%

Pillow

19%

Other

20%

International represents ~34% of

total sales with long-term growth

prospects

Products sold through four channels

Products designed for unique,

regional preferences at European-

based R&D center

Building brand with large

advertising commitment

1.

Data represents results of full year 2007.

9

Vertically Integrated

10

Denmark

(500K sq ft)

Duffield, VA

(500K sq ft)

Albuquerque, NM

(800K sq ft)

Manufacturing Facilities

Global, vertically integrated manufacturer

State of the art, highly automated, ISO-

certified plants

> $200 million invested

Goal: Improve output capacity every year

without significant new capital investment

1.

Albuquerque facility is in the process of ISO certification

11

Building Brand Equity

12

“Welcome To Bed”

Marketing Campaign

13

Increasing Brand Awareness

86%

78%

73%

60%

44%

26%

20%

30%

40%

50%

60%

70%

80%

90%

2002

2003

2004

2005

2006

2007

Awareness %

1.

Total

Brand

Awareness

for

mattresses

based

on

study

commissioned

by

Tempur-Pedic

and

completed

in

the

first

quarter

of

each

year

2.

Advertising

and

trade

expenses

FY

2002

through

3Q07.

For

a

discussion

of

the

Company’s

performance,

please

refer

to

the

Company’s

press

release

for

4Q07

results

and

the

Company’s

prior

10K

and

10Q

filings.

Global Marketing Investment

>$500 million

(since 2002)

14

Source: Independent survey commissioned by Tempur-Pedic

~95% Tempur-Pedic®

consumers recommend the product

~65% of consumers recommended Tempur-Pedic up to 5 times 

42% of consumers report someone purchased a Tempur-Pedic mattress as a

result of their recommendation

Consumer Passion

95%

65%

18%

17%

42%

0%

20%

40%

60%

80%

100%

Recommend

Tempur-Pedic

1-5 times

6-10 times

11+ times

Purchase

resulted from

recommendation

15

Significant Unit Share Opportunity

–

Only represent ~2.3% of U.S. mattress units (‘07 est.)

Slots Very Low Versus % of Retail Sales

–

Gaining “slots”

with new models, key price points

Investing in Marketing and Expanding Brand Awareness

Targeting Key New Consumer Segments

–

BellaSonna

“Traditionalist”

consumers

Targeting 77 Million Baby-Boomers

Selectively Adding New Retail Accounts

Growth Opportunities

16

Worldwide Mattress Net Sales

Growing brand awareness

Excellent profit for retailers

Targeted new stores

New products

Increasing slots per store

High volume per slot

1.

For a discussion of the Company’s performance, please refer to the Company’s press release for 4Q07 results and the Company’s prior 10K and 10Q filings..

($ in millions)

$117

$156

$268

$433

$566

$769

$652

$0

$100

$200

$300

$400

$500

$600

$700

$800

2001

2002

2003

2004

2005

2006

2007

17

Worldwide Net Sales

$222

$298

$479

$685

$837

$1,107

$945

$0

$200

$400

$600

$800

$1,000

$1,200

2001

2002

2003

2004

2005

2006

2007

($ in millions)

Revenue growth led by

mattresses

Strong growth both

Domestically and

Internationally

Historical growth all

organic

1.

For a discussion of the Company’s performance, please refer to the Company’s press release for 4Q07 results and the Company’s prior 10K and 10Q filings..

18

Gross Margin

Channel mix shift has driven

gross margin pressure

Albuquerque start-up primary

margin pressure in 2007

2007 is expected to be the trough

year for gross margin

84%

88%

90%

51%

50%

53%

53%

51%

49%

48%

64%

71%

73%

82%

45%

50%

55%

60%

65%

70%

75%

80%

85%

90%

2001

2002

2003

2004

2005

2006

2007

Domestic Wholesale %

Gross Margin %

1.

For a discussion of the Company’s performance, please refer to the Company’s press release for 4Q07 results and the Company’s prior 10K and 10Q filings..

19

Operating Income & Margins

$30

$41

$97

$244

$151

$191

$209

$0

$50

$100

$150

$200

$250

2001

2002

2003

2004

2005

2006

2007

($ in millions)

Operating leverage offsetting

most of the prior Gross

Margin erosion

Operating Margin will

improve with Gross Margin

stabilization and growth

Opportunities for SG&A

leverage over the long term

1.

For a discussion of the Company’s performance, please refer to the Company’s press release for 4Q07 results and the Company’s prior 10K and 10Q filings..

20

$35

$11

$33

$38

$85

$16

$37

$0

$10

$20

$30

$40

$50

$60

$70

$80

$90

2001

2002

2003

2004

2005

2006

2007

Completed major capital

investments

Free cash flow opportunities

Cash cycle opportunities

($ in millions)

Capital Expenditures & Cash Flow

Capital Expenditures

1.

For a discussion of the Company’s performance, please refer to the Company’s press release for 4Q07 results and the Company’s prior 10K and 10Q filings..

21

Investment Highlights

#1 In The Fast Growing Viscoelastic Market

1

#1 In The Fast Growing Premium Mattress Market

1

#1 In The Premium Pillow Market

1

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

2

#1 In The Industry For Profitability

3

#1 In U.S. Consumer Referrals for Mattresses

4

#1 In Retail Sales And Profit Per Sq Ft

4

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.

Investor Presentation

1Q 2008