SELECT COMFORT CORP (Form: 10-Q, Received: 10/25/2013 16:11:10)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the Quarterly Period Ended September 28, 2013

Commission File Number: 0-25121

SELECT COMFORT CORPORATION

(Exact name of registrant as specified in its charter)



Minnesota		41-1597886
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



9800 59th Avenue North
Minneapolis, Minnesota		55442
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (763) 551-7000

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ý NO o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). YES ý NO o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	ý		Accelerated filer o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO ý

As of September 28, 2013 , 55,242,000 shares of the Registrant’s Common Stock were outstanding.

SELECT COMFORT CORPORATION

AND SUBSIDIARIES

INDEX



		Page

PART I: FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets	2

	Condensed Consolidated Statements of Operations	3

	Condensed Consolidated Statements of Comprehensive Income	4

	Condensed Consolidated Statement of Shareholders’ Equity	5

	Condensed Consolidated Statements of Cash Flows	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

PART II: OTHER INFORMATION		25

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

SIGNATURES		28

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SELECT COMFORT CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)



	(unaudited) September 28, 2013		December 29, 2012
Assets
Current assets:
Cash and cash equivalents	$	81,301	$	87,915
Marketable debt securities – current	57,407		51,264
Accounts receivable, net of allowance for doubtful accounts of $448 and $348, respectively	15,245		16,613
Inventories	41,311		35,564
Prepaid expenses	8,894		4,299
Deferred income taxes	5,373		5,401
Other current assets	10,935		9,522
Total current assets	220,466		210,578

Non-current assets:
Marketable debt securities – non-current	25,683		38,642
Property and equipment, net	117,793		79,356
Goodwill and intangible assets, net	17,034		2,881
Deferred income taxes	4,249		8,511
Other assets	4,621		2,053
Total assets	$	389,846	$	342,021

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	75,744	$	67,703
Customer prepayments	15,291		15,194
Accrued sales returns	9,872		5,330
Compensation and benefits	14,960		21,597
Taxes and withholding	17,179		9,282
Other current liabilities	12,266		13,955
Total current liabilities	145,312		133,061

Non-current liabilities:
Warranty liabilities	1,608		1,457
Other long-term liabilities	16,738		13,806
Total liabilities	163,658		148,324

Shareholders’ equity:
Undesignated preferred stock; 5,000 shares authorized, no shares issued and outstanding	—		—
Common stock, $0.01 par value; 142,500 shares authorized, 55,242 and 55,903 shares issued and outstanding, respectively	552		559
Additional paid-in capital	12,763		33,923
Retained earnings	212,851		159,195
Accumulated other comprehensive income	22		20
Total shareholders’ equity	226,188		193,697
Total liabilities and shareholders’ equity	$	389,846	$	342,021

See accompanying notes to condensed consolidated financial statements.

Index

SELECT COMFORT CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(unaudited - in thousands, except per share amounts)



	Three Months Ended					Nine Months Ended
	September 28, 2013			September 29, 2012		September 28, 2013			September 29, 2012
Net sales	$	263,689		$	246,817	$	729,317		$	714,419
Cost of sales	97,269			86,088		268,083			257,820
Gross profit	166,420			160,729		461,234			456,599

Operating expenses:
Sales and marketing	118,307			101,718		326,477			296,143
General and administrative	15,150			16,936		46,690			50,085
Research and development	2,359			1,742		7,475			4,288
CEO transition (benefit) costs	(143		)	—		(534		)	5,595
Asset impairment charges	48			108		93			115
Total operating expenses	135,721			120,504		380,201			356,226
Operating income	30,699			40,225		81,033			100,373
Other income, net	74			73		243			128
Income before income taxes	30,773			40,298		81,276			100,501
Income tax expense	10,514			14,089		27,620			34,902
Net income	$	20,259		$	26,209	$	53,656		$	65,599

Basic net income per share:
Net income per share – basic	$	0.37		$	0.47	$	0.98		$	1.18
Weighted-average shares – basic	54,854			55,444		54,992			55,601
Diluted net income per share:
Net income per share – diluted	$	0.36		$	0.46	$	0.96		$	1.15
Weighted-average shares – diluted	55,748			56,986		55,990			57,202

See accompanying notes to condensed consolidated financial statements.

Index

SELECT COMFORT CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income

(unaudited - in thousands)



	Three Months Ended				Nine Months Ended
	September 28, 2013		September 29, 2012		September 28, 2013		September 29, 2012
Net income	$	20,259	$	26,209	$	53,656	$	65,599
Other comprehensive income (loss) – unrealized gain (loss) on available-for-sale marketable debt securities, net of income tax	47		32		2		(6		)
Comprehensive income	$	20,306	$	26,241	$	53,658	$	65,593

See accompanying notes to condensed consolidated financial statements.

Index

SELECT COMFORT CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Statement of Shareholders’ Equity

(unaudited - in thousands)



	Common Stock					Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Income		Total
	Shares		Amount			Additional Paid-in Capital			Retained Earnings		Accumulated Other Comprehensive Income		Total
Balance at December 29, 2012	55,903		$	559		$	33,923		$	159,195	$	20	$	193,697
Net income	—		—			—			53,656		—		53,656
Other comprehensive income:
Unrealized gain on available-for-sale marketable debt securities, net of tax	—		—			—			—		2		2
Exercise of common stock options	602		6			7,102			—		—		7,108
Tax effect from stock-based compensation	—		—			721			—		—		721
Stock-based compensation	175		1			3,057			—		—		3,058
Repurchases of common stock	(1,438	)	(14		)	(32,040		)	—		—		(32,054		)
Balance at September 28, 2013	55,242		$	552		$	12,763		$	212,851	$	22	$	226,188

See accompanying notes to condensed consolidated financial statements.

Index

SELECT COMFORT CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(unaudited - in thousands)



	Nine Months Ended
	September 28, 2013			September 29, 2012
Cash flows from operating activities:
Net income	$	53,656		$	65,599
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	22,199			14,411
Stock-based compensation	3,058			9,570
Net (gain) loss on disposals and impairments of assets	(10		)	86
Excess tax benefits from stock-based compensation	(3,088		)	(4,947		)
Deferred income taxes	4,288			(737		)
Changes in operating assets and liabilities, net of effect of acquisition:
Accounts receivable	1,717			(1,237		)
Inventories	(5,069		)	(4,146		)
Income taxes	7,114			10,715
Prepaid expenses and other assets	(5,144		)	(6,031		)
Accounts payable	11,029			10,565
Customer prepayments	97			1,882
Accrued compensation and benefits	(5,607		)	(6,588		)
Other taxes and withholding	1,504			2,291
Warranty liabilities	(1,218		)	(1,247		)
Other accruals and liabilities	5,556			7,450
Net cash provided by operating activities	90,082			97,636

Cash flows from investing activities:
Purchases of property and equipment	(57,820		)	(36,816		)
Proceeds from maturities of marketable debt securities	31,973			10,103
Investments in marketable debt securities	(26,041		)	(63,240		)
Acquisition of business	(15,500		)	—
Investment in non-marketable equity securities	(3,000		)	—
Proceeds from sales of property and equipment	117			42
Net cash used in investing activities	(70,271		)	(89,911		)

Cash flows from financing activities:
Repurchases of common stock	(32,054		)	(24,071		)
Proceeds from issuance of common stock	7,108			3,279
Net (decrease) increase in short-term borrowings	(4,567		)	2,323
Excess tax benefits from stock-based compensation	3,088			4,947
Debt issuance costs	—			(50		)
Net cash used in financing activities	(26,425		)	(13,572		)

Net decrease in cash and cash equivalents	(6,614		)	(5,847		)
Cash and cash equivalents, at beginning of period	87,915			116,255
Cash and cash equivalents, at end of period	$	81,301		$	110,408

See accompanying notes to condensed consolidated financial statements.

Index

SELECT COMFORT CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

1. Basis of Presentation

We prepared the condensed consolidated financial statements as of and for the three months ended September 28, 2013 of Select Comfort Corporation and subsidiaries (“Select Comfort” or the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and they reflect, in the opinion of management, all normal recurring adjustments necessary to present fairly our financial position as of September 28, 2013 , and December 29, 2012 and the results of operations and cash flows for the periods presented. Our historical and quarterly results of operations may not be indicative of the results that may be achieved for the full year or any future period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with our most recent audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2012 and other recent filings with the SEC.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of sales, expenses and income taxes during the reporting period. Predicting future events is inherently an imprecise activity and, as such, requires the use of judgment. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates will be reflected in the financial statements in future periods. Our critical accounting policies consist of asset impairment charges, stock-based compensation, warranty liabilities and revenue recognition.

The consolidated financial statements include the accounts of Select Comfort Corporation and our subsidiaries. All significant intra-entity balances and transactions have been eliminated in consolidation.

Subsequent Events

Events that have occurred subsequent to September 28, 2013 have been evaluated through the date the consolidated financial statements were issued. There have been no subsequent events that occurred during such period that would require recognition or disclosure in the consolidated financial statements as of or for the period ended September 28, 2013 .

2. Fair Value Measurements

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. Our financial assets are valued using market prices based on either active markets (Level 1 measurements) or less active markets (Level 2 measurements).

Our Level 1 securities include U.S. Treasury securities as they trade with sufficient frequency and volume to enable us to obtain pricing information on a consistent basis. Our Level 2 securities include U.S. Agency bonds, corporate bonds and municipal bonds whose value is determined by a third-party pricing service using inputs that are observable in the market or can be derived principally from or corroborated by observable market data such as pricing for similar securities, recently executed transactions, cash flow models with yield curves and benchmark securities.

We did not have any transfers between Level 1 and Level 2 fair value measurements during the periods presented.

SELECT COMFORT CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following tables set forth by level within the fair value hierarchy, our financial assets that were accounted for at fair value on a recurring basis at September 28, 2013 , and December 29, 2012 , according to the valuation techniques we used to determine their fair value (in thousands):



	September 28, 2013
	Level 1		Level 2		Level 3		Total
Marketable debt securities – current
U.S. Treasury securities	$	15,014	$	—	$	—	$	15,014
Corporate bonds	—		25,231		—		25,231
U.S. Agency bonds	—		12,539		—		12,539
Municipal bonds	—		4,623		—		4,623
	15,014		42,393		—		57,407
Marketable debt securities – non-current
U.S. Treasury securities	9,008		—		—		9,008
Corporate bonds	—		7,852		—		7,852
U.S. Agency bonds	—		5,000		—		5,000
Municipal bonds	—		3,823		—		3,823
	9,008		16,675		—		25,683
	$	24,022	$	59,068	$	—	$	83,090



	December 29, 2012
	Level 1		Level 2		Level 3		Total
Marketable debt securities – current
U.S. Treasury securities	$	17,538	$	—	$	—	$	17,538
Corporate bonds	—		21,549		—		21,549
U.S. Agency bonds	—		7,586		—		7,586
Municipal bonds	—		4,591		—		4,591
	17,538		33,726		—		51,264
Marketable debt securities – non-current
U.S. Treasury securities	15,004		—		—		15,004
Corporate bonds	—		10,359		—		10,359
U.S. Agency bonds	—		10,056		—		10,056
Municipal bonds	—		3,223		—		3,223
	15,004		23,638		—		38,642
	$	32,542	$	57,364	$	—	$	89,906

At September 28, 2013 , and December 29, 2012 , we had $1.0 million and $1.6 million , respectively, of debt and equity securities that fund our deferred compensation plan and are classified in other assets. We also had corresponding deferred compensation plan liabilities of $1.0 million and $1.6 million at September 28, 2013 , and December 29, 2012 , respectively, which are included in other long-term liabilities. The majority of the debt and equity securities are Level 1 as they trade with sufficient frequency and volume to enable us to obtain pricing information on an ongoing basis. Unrealized gains/(losses) on the debt and equity securities offset those associated with the corresponding deferred compensation plan liabilities.

SELECT COMFORT CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

3. Purchase of Comfortaire

On January 17, 2013 , we completed the purchase of the business and assets of Comfortaire Corporation, a manufacturer and marketer of adjustable air-supported sleep systems. We purchased Comfortaire to progress our role as the leader in delivering innovative products as part of an individualized sleep experience, while also strengthening our competitive advantages. The acquisition price was $15.5 million . Comfortaire Corporation was a privately held company with 2012 net sales of $10.5 million . The purchase of Comfortaire's business and assets did not have a significant impact on our consolidated results of operations, cash flows or financial position.

The following table summarizes the final fair value of the net assets acquired (in thousands):



Accounts receivable	$	365
Inventories	678
Other assets	248
Property and equipment	513
Goodwill	6,113
Intangible assets	8,638
Total assets acquired	16,555
Accounts payable	404
Warranty liabilities	532
Other liabilities	119
Total liabilities acquired	1,055
Net assets acquired	$	15,500

The goodwill and identifiable intangible assets will be deductible for income tax purposes over a 15 -year period on a straight-line basis.

Identifiable intangible assets and the associated estimated useful lives are as follows (in thousands):



	Estimated
	Useful Life
Developed technologies	10 years	$	4,829
Customer relationships	7 years	2,413
Trade name/trademarks	Indefinite Lived	1,396
		$	8,638

4. Marketable Debt Securities

Investments in marketable debt securities were comprised of the following (in thousands):



	September 28, 2013
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value ⁽¹⁾
U.S. Treasury securities	$	23,998	$	24	$	—		$	24,022
Corporate bonds	33,100		5		(22		)	33,083
U.S. Agency bonds	17,528		12		(1		)	17,539
Municipal bonds	8,427		23		(4		)	8,446
	$	83,053	$	64	$	(27	)	$	83,090

SELECT COMFORT CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)



	December 29, 2012
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value ⁽¹⁾
U.S. Treasury securities	$	32,518	$	24	$	—		$	32,542
Corporate bonds	31,929		2		(23		)	31,908
U.S. Agency bonds	17,632		11		(1		)	17,642
Municipal bonds	7,794		20		—			7,814
	$	89,873	$	57	$	(24	)	$	89,906

Maturities of marketable debt securities were as follows (in thousands):



	September 28, 2013				December 29, 2012
	Amortized Cost		Fair Value ⁽¹⁾		Amortized Cost		Fair Value ⁽¹⁾
Marketable debt securities – current (due in less than one year)	$	57,371	$	57,407	$	51,238	$	51,264
Marketable debt securities – non-current (due in one to two years)	25,682		25,683		38,635		38,642
	$	83,053	$	83,090	$	89,873	$	89,906

⁽¹⁾ See Note 2 for discussion of fair value measurements.

During the three and nine months ended September 28, 2013 , respectively, $8.5 million and $31.8 million of marketable debt securities matured and were redeemed at face value. During the nine months ended September 29, 2012 , $10.0 million of marketable debt securities matured and were redeemed at face value. There were no marketable debt securities redeemed during the three months ended September 29, 2012. During the nine months ended September 28, 2013 , there were no other-than-temporary declines in market value.

5. Inventories

Inventories consisted of the following (in thousands):



	September 28, 2013		December 29, 2012
Raw materials	$	9,332	$	5,089
Work in progress	376		236
Finished goods	31,603		30,239
	$	41,311	$	35,564

6. Goodwill and Intangible Assets

Goodwill is the difference between the purchase price of a company and the fair market value of the acquired company's net identifiable assets. Intangible assets include developed technology, trade names/trademarks and customer relationships. Definite-lived intangible assets are being amortized using the straight-line method over their estimated lives, ranging from 7 - 17 years. Goodwill and indefinite-lived intangible assets are not amortized, but are tested for impairment using a fair value approach. Goodwill and indefinite-lived intangible assets are tested for impairment annually or when there are indicators of impairment. Definite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

SELECT COMFORT CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

Goodwill and Indefinite-Lived Intangible Assets

The following is a roll forward of goodwill and indefinite-lived trade name/trademarks (in thousands):



	Nine Months Ended				Nine Months Ended
	September 28, 2013				September 29, 2012
	Goodwill		Indefinite-Lived Trade Name/ Trademarks		Goodwill		Indefinite-Lived Trade Name/ Trademarks
	Goodwill		Indefinite-Lived Trade Name/ Trademarks		Goodwill		Indefinite-Lived Trade Name/ Trademarks
Beginning balance	$	2,850	$	—	$	2,850	$	—
Comfortaire purchase	6,113		1,396		—		—
Ending balance	$	8,963	$	1,396	$	2,850	$	—

Definite-Lived Intangible Assets

The following table provides the gross carrying amount and related accumulated amortization of our definite-lived intangible assets (in thousands):



	September 28, 2013				December 29, 2012
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Developed technologies ⁽¹⁾	$	5,231	$	725	$	402	$	371
Customer relationships ⁽¹⁾	2,413		245		—		—
Trade names/trademarks	102		101		102		101
	$	7,746	$	1,071	$	504	$	472

⁽¹⁾ On January 17, 2013, in connection with the purchase of the business and assets of Comfortaire, we acquired definite-lived intangible assets, including developed technologies of $4.8 million and customer relationships of $2.4 million .

The amortization expense for definite-lived intangible assets was $0.2 million and $0.6 million for the three and nine months ended September 28, 2013 , respectively, and $5 thousand and $14 thousand for the three and nine months ended September 29, 2012 , respectively. Annual amortization for definite-lived intangible assets is expected to be $0.8 million for each of the next five years.

See Note 3, Purchase of Comfortaire , for details regarding our purchase of the business and assets of Comfortaire.

7. Debt

Credit Agreement

Our $20.0 million Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association is an unsecured revolving credit facility that matures on August 31, 2016 . The Credit Agreement contains an accordion feature that allows us to increase the amount of the line from $20.0 million to up to $50.0 million in total availability, subject to lender approval.

Any borrowings under the Amendment will, at our request, be classified as either LIBOR Loans or Adjusted Base Rate (“ABR”) Loans (both as defined in the Credit Agreement). The rate of interest payable by us in respect of loans outstanding under the revolving credit facility is (i) with respect to LIBOR Loans, the Adjusted LIBO Rate (as defined in the Credit Agreement) for the interest period then in effect, plus 1.25% ; or (ii) with respect to ABR Loans, the ABR (as defined in the Credit Agreement) then in effect for the Daily One-Month LIBO Rate (as defined in the Credit Agreement), plus 1.50% or the prime rate. We are subject to certain financial covenants under the Credit Agreement, including minimum tangible net worth, a requirement to maintain a minimum amount of cash, cash equivalents and marketable debt securities, and to maintain at the administrative agent cash, cash equivalents and marketable debt securities equal to the amount the lenders are committed to lend under the Credit Agreement.

SELECT COMFORT CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

At both September 28, 2013 , and December 29, 2012 , $20.0 million was available under the Credit Agreement, we had no borrowings and we were in compliance with all financial covenants. We had no outstanding letters of credit as of September 28, 2013 or December 29, 2012 .

8. Repurchase of Common Stock

Repurchases of our common stock for the three and nine months ended September 28, 2013 and September 29, 2012 were as follows (in thousands):



	Three Months Ended				Nine Months Ended
	September 28, 2013		September 29, 2012		September 28, 2013		September 29, 2012
Amount repurchased under Board approved share repurchase program	$	10,008	$	10,008	$	30,027	$	20,015
Amount repurchased in connection with the vesting of employee restricted stock grants	15		41		2,027		4,056
Total amount repurchased	$	10,023	$	10,049	$	32,054	$	24,071

As of September 28, 2013 , the remaining authorization under our Board of Directors ("Board") approved share repurchase program was $146.7 million . There is no expiration date governing the period over which we can repurchase shares. Any repurchased shares are constructively retired and returned to an unissued status.

9. Stock-Based Compensation

We compensate officers, directors and key employees with stock-based compensation under three stock plans approved by our shareholders in 1997, 2004 and 2010 and administered under the supervision of our Board. Compensation expense, net of estimated forfeitures, is recognized ratably over the vesting period.

Stock-based compensation expense for the three and nine months ended September 28, 2013 and September 29, 2012 , was as follows (in thousands):



	Three Months Ended						Nine Months Ended
	September 28, 2013			September 29, 2012			September 28, 2013		September 29, 2012
Stock options	$	740		$	543		2,018		3,161
Stock awards	326			658			1,040		6,409
Total stock-based compensation expense ⁽¹⁾	1,066			1,201			3,058		9,570
Income tax benefit	(366		)	(413		)	(1,049	)	(3,292	)
Total stock-based compensation expense, net of tax	$	700		$	788		2,009		6,278

⁽¹⁾ Includes $0.1 million of CEO transition benefit for the three months ended September 28, 2013 . Includes $(0.5) million and $5.6 million of CEO transition (benefit) costs for the nine months ended September 28, 2013 and September 29, 2012 , respectively. There was no CEO transition benefit or costs for the three months ended September 29, 2012. See below for additional details regarding CEO Transition Costs.

CEO Transition Costs

In February 2012, we announced that William R. McLaughlin, then President and Chief Executive Officer would retire from the Company effective June 1, 2012. In recognition of Mr. McLaughlin’s contributions, the Compensation Committee approved the modification of Mr. McLaughlin’s currently unvested stock awards, including performance-based stock awards. The performance-based stock awards are subject to applicable performance adjustments through 2014 based on free cash flow and market share growth versus performance targets. During the nine months ended September 29, 2012 we incurred $5.6 million ( $3.7 million , net of income tax) of non-recurring, non-cash expenses associated with these stock award modifications. During the three and nine months ended

SELECT COMFORT CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

September 28, 2013 we recorded non-cash compensation benefits of $0.1 million ( $0.1 million net of income tax) and $0.5 million ( $0.4 million , net of income tax), respectively, resulting from performance-based stock award adjustments.

10. Employee Benefits

Under our profit sharing and 401(k) plan, eligible employees may defer up to 50% of their compensation on a pre-tax basis, subject to Internal Revenue Service limitations. Each year, we may make a discretionary contribution equal to a percentage of the employee’s contribution. During the three months ended September 28, 2013 and September 29, 2012 our contributions, net of forfeitures, were $0.8 million and $0.7 million , respectively. During the nine months ended September 28, 2013 and September 29, 2012 our contributions, net of forfeitures, were $2.3 million and $1.8 million , respectively.

11. Other Income, Net

Other income, net, consisted of the following (in thousands):



	Three Months Ended						Nine Months Ended
	September 28, 2013			September 29, 2012			September 28, 2013			September 29, 2012
Interest income	$	88		$	89		284			$	206
Interest expense	(14		)	(16		)	(41		)	(78		)
Other income, net	$	74		$	73		$	243		$	128

12. Net Income per Common Share

The following computations reconcile net income per share – basic with net income per share – diluted (in thousands, except per share amounts):



	Three Months Ended				Nine Months Ended
	September 28, 2013		September 29, 2012		September 28, 2013		September 29, 2012
Net income	$	20,259	$	26,209	$	53,656	$	65,599

Reconciliation of weighted-average shares outstanding:
Basic weighted-average shares outstanding	54,854		55,444		54,992		55,601
Effect of dilutive securities:
Options	531		1,121		589		1,085
Restricted shares	363		421		409		516
Diluted weighted-average shares outstanding	55,748		56,986		55,990		57,202

Net income per share – basic	$	0.37	$	0.47	$	0.98	$	1.18
Net income per share – diluted	$	0.36	$	0.46	$	0.96	$	1.15

We excluded potentially dilutive stock options totaling 0.6 million and 1.3 million for the three and nine months ended September 28, 2013 , respectively, and 0.3 million and 0.3 million for the three and nine months ended September 29, 2012 , respectively, from our diluted net income per share calculations because these securities’ exercise prices were greater than the average market price of our common stock.

SELECT COMFORT CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

13. Commitments and Contingencies

Sales Returns

The accrued sales returns estimate is based on historical return rates, which are reasonably consistent from period to period, and is adjusted for any current trends as appropriate. If actual returns vary from expected rates, sales in future periods are adjusted.

The activity in the sales returns liability account was as follows (in thousands):



	Nine Months Ended
	September 28, 2013			September 29, 2012
Balance at beginning of year	$	5,330		$	4,402
Additions that reduce net sales	33,260			33,082
Deductions from reserves	(28,816		)	(32,231		)
Acquired sales return reserve	98			—
Balance at end of period ⁽¹⁾	$	9,872		$	5,253

⁽¹⁾ The year-over-year increase in the sales returns liability is primarily due to an increase in our 30-night trial policy to 100 nights.

Warranty Liabilities

During the second quarter of 2013, we extended the limited warranty on our beds to 25 years. The change is not expected to have a significant impact on our warranty expense. The customer participates over the last 23 years of the warranty period by paying a portion of the retail value of replacement parts. The estimated warranty costs, which are expensed at the time of sale and included in cost of sales, are based on historical claims rates incurred by us and are adjusted for any current trends as appropriate. Actual warranty claim costs could differ from these estimates. We regularly assess and adjust the estimate of accrued warranty claims by updating claims rates for actual trends and projected claim costs.

We classify as non-current those estimated warranty costs expected to be paid out in greater than one year . The activity in the accrued warranty liabilities account was as follows (in thousands):



	Nine Months Ended
	September 28, 2013			September 29, 2012
Balance at beginning of year	$	4,858		$	6,310
Additions charged to costs and expenses for current-year sales	3,206			3,023
Deductions from reserves	(4,428		)	(3,785		)
Changes in liability for pre-existing warranties during the current year, including expirations	3			(484		)
Acquired warranty reserve	532			—
Balance at end of period	$	4,171		$	5,064

Legal Proceedings

We are involved from time to time in various legal proceedings arising in the ordinary course of our business, including primarily commercial, product liability, employment and intellectual property claims. In accordance with generally accepted accounting principles in the United States, we record a liability in our consolidated financial statements with respect to any of these matters when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. With respect to currently pending legal proceedings, we have not established an estimated range of reasonably possible additional losses either because we believe that we have valid defenses to claims asserted against us or the proceeding has not advanced to a stage of discovery that would enable us to establish an estimate. We currently do not expect the outcome of these matters to have a material effect on our consolidated results of operations, financial position or cash flows. Litigation, however, is inherently unpredictable, and it is possible that the ultimate outcome of one or more claims asserted against us could adversely impact our results of operations, financial position or cash flows. We expense legal costs as incurred.

Index



ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in seven sections:


•	Risk Factors


•	Overview


•	Results of Operations


•	Liquidity and Capital Resources


•	Non-GAAP Data Reconciliations


•	Off-Balance-Sheet Arrangements and Contractual Obligations


•	Critical Accounting Policies

Risk Factors

The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements and the Notes thereto included herein. This quarterly report on Form 10-Q contains certain forward-looking statements that relate to future plans, events, financial results or performance. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “predict,” “intend,” “potential,” “continue” or the negative of these or similar terms. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections.

These risks and uncertainties include, among others:


•	Current and future general and industry economic trends and consumer confidence;


•	The effectiveness of our marketing messages;


•	The efficiency of our advertising and promotional efforts;


•	Our ability to execute our Company-Controlled distribution strategy;


•	Our ability to achieve and maintain acceptable levels of product and service quality, and acceptable product return and warranty claims rates;


•	Our ability to continue to improve and expand our product line, and consumer acceptance of our products, product quality, innovation and brand image;


•	Industry competition, the emergence of additional competitive products, and the adequacy of our intellectual property rights to protect our products and brand from competitive or infringing activities;


•	Availability of attractive and cost-effective consumer credit options;


•	Pending and unforeseen litigation and the potential for adverse publicity associated with litigation;


•	Our “just-in-time” manufacturing processes with minimal levels of inventory, which may leave us vulnerable to shortages in supply;


•	Our dependence on significant suppliers and our ability to maintain relationships with key suppliers, including several sole-source suppliers;


•	Rising commodity costs and other inflationary pressures;


•	Risks inherent in global sourcing activities;


•	Risks of disruption in the operation of either of our two manufacturing facilities;


•	Increasing government regulation;


•	The adequacy of our management information systems to meet the evolving needs of our business and existing and evolving regulatory standards applicable to data privacy and security;


•	The costs and potential disruptions to our business related to upgrading our management information systems;


•	Our ability to attract, retain and motivate qualified management, executive and other key employees, including qualified retail sales professionals and managers; and


•	Uncertainties arising from global events, such as terrorist attacks or a pandemic outbreak, or the threat of such events.

Additional information concerning these and other risks and uncertainties is contained under the caption “Risk Factors” in our Annual Report on Form 10-K.

Index

We have no obligation to publicly update or revise any of the forward-looking statements contained in this quarterly report on Form 10-Q.

Overview

Business Overview

We believe we are leading the industry in delivering an unparalleled sleep experience by offering consumers high-quality, innovative and individualized sleep solutions and services, which include a complete line of Sleep Number® beds and bedding. We are the exclusive manufacturer, marketer, retailer and servicer of the revolutionary Sleep Number bed, which allows individuals to adjust the firmness and support of each side at the touch of a button. We offer further personalization through our solutions-focused line of Sleep Number pillows, sheets and other bedding products.

As the only national specialty-mattress retailer, we generate revenue by selling products through two distribution channels. Our Company-Controlled channel, which includes Retail, Direct Marketing and E-Commerce, sells directly to consumers. Our Wholesale/Other channel sells to and through selected retail and wholesale customers in the United States and Australia, and the QVC shopping channel.

Mission, Vision and Strategy

Our mission is to improve lives by individualizing sleep experiences. Our vision is to become the world’s most beloved brand by delivering an Unparalleled Sleep Experience .

We are executing against a defined strategy which focuses on the following key components:


•	Everyone will know Sleep Number and how it will improve their life;


•	Innovative Sleep Number products will move society forward with meaningful consumer benefits;


•	Sleep Number will be easy to find and customers will interact with us when and how they want;


•	Customers will love their Sleep Number experience and enthusiastically recommend Sleep Number to their family and friends; and


•	Leveraging our unique business model to fund innovation and growth will benefit our customers, employees and shareholders.

Results of Operations

Quarterly and Annual Results

Quarterly and annual operating results may fluctuate significantly as a result of a variety of factors, including increases or decreases in sales, the timing, amount and effectiveness of advertising expenditures, changes in sales return rates or warranty experience, the timing of store openings/closings and related expenses, changes in net sales resulting from changes in our store base, the timing of promotional offerings, competitive factors, changes in commodity costs, any disruptions in supplies or third-party service providers, seasonality of retail and bedding industry sales, timing and volume of QVC shows, consumer confidence and general economic conditions. Therefore, our historical results of operations may not be indicative of the results that may be achieved for any future period.

Highlights

Financial highlights for the three months ended September 28, 2013 were as follows:


•	Net income decreased 23% to $20.3 million , or $0.36 per diluted share, compared with net income of $26.2 million , or $0.46 per diluted share, for the same period one year ago.


•	Net sales increased 7% to $263.7 million , compared with $246.8 million for the same period one year ago. The net sales increase was primarily driven by sales from 29 net new stores opened in the past 12 months.

•

Operating income decreased to $30.7 million , or 11.6% of net sales, compared with $40.2 million , or 16.3% of net sales, for the same period one year ago. The decline in operating income was primarily due to an increase in marketing expenses driven by higher media spending, an increase in fixed costs associated with new, repositioned and remodeled stores, and a 2.0 percentage point decrease in our gross profit rate.


•	Retail sales-per-store (for stores open at least one year), on a trailing twelve-month basis, of $2.1 million were in line with sales-per-store in the comparable period one year ago.

Index


•	Cash provided by operating activities totaled $90.1 million for the nine months ended September 28, 2013 , compared with $97.6 million for the same period one year ago.


•	At September 28, 2013 , cash, cash equivalents and marketable debt securities totaled $164.4 million and we had no borrowings under our revolving credit facility. In the third quarter of 2013, we repurchased 417,210 shares of our common stock under our Board approved share repurchase program at a cost of $10.0 million ( $23.99 per share).

The following table sets forth, for the periods indicated, our results of operations expressed as dollars and percentages of net sales. Figures are in millions, except percentages and per share amounts. Amounts may not add due to rounding differences.



	Three Months Ended									Nine Months Ended
	September 28, 2013					September 29, 2012				September 28, 2013					September 29, 2012
Net sales	$	263.7		100.0	%	$	246.8	100.0	%	$	729.3		100.0	%	$	714.4	100.0	%
Cost of sales	97.3			36.9	%	86.1		34.9	%	268.1			36.8	%	257.8		36.1	%
Gross profit	166.4			63.1	%	160.7		65.1	%	461.2			63.2	%	456.6		63.9	%

Operating expenses:
Sales and marketing	118.3			44.9	%	101.7		41.2	%	326.5			44.8	%	296.1		41.5	%
General and administrative	15.2			5.7	%	16.9		6.9	%	46.7			6.4	%	50.1		7.0	%
Research and development	2.4			0.9	%	1.7		0.7	%	7.5			1.0	%	4.3		0.6	%
CEO transition (benefit) costs	(0.1		)	(0.1	)%	—		0.0	%	(0.5		)	(0.1	)%	5.6		0.8	%
Asset impairment charges	—			0.0	%	0.1		0.0	%	0.1			0.0	%	0.1		0.0	%
Total operating expenses	135.7			51.5	%	120.5		48.8	%	380.2			52.1	%	356.2		49.9	%
Operating income	30.7			11.6	%	40.2		16.3	%	81.0			11.1	%	100.4		14.0	%
Operating income – as adjusted ⁽¹⁾	30.6			11.6	%	40.2		16.3	%	80.5			11.0	%	106.0		14.8	%
Other income, net	0.1			0.0	%	0.1		0.0	%	0.2			0.0	%	0.1		0.0	%
Income before income taxes	30.8			11.7	%	40.3		16.3	%	81.3			11.1	%	100.5		14.1	%
Income tax expense	10.5			4.0	%	14.1		5.7	%	27.6			3.8	%	34.9		4.9	%
Net income	$	20.3		7.7	%	$	26.2	10.6	%	$	53.7		7.4	%	$	65.6	9.2	%
Net income – as adjusted ⁽¹⁾	$	20.2		7.6	%	$	26.2	10.6	%	$	53.3		7.3	%	$	69.3	9.7	%

Net income per share:
Basic	$	0.37				$	0.47			$	0.98				$	1.18
Diluted	$	0.36				$	0.46			$	0.96				$	1.15
Diluted – as adjusted ⁽¹⁾	$	0.36				$	0.46			$	0.95				$	1.21

Weighted-average number of common shares:
Basic	54.9					55.4				55.0					55.6
Diluted	55.7					57.0				56.0					57.2


⁽¹⁾	This non-GAAP measure is not in accordance with, or preferable to, GAAP financial data. However, we are providing this information as we believe it facilitates annual and year-over-year comparisons for investors and financial analysts. See page 23 for a reconciliation of this non-GAAP measure to the appropriate GAAP measure.

GAAP – generally accepted accounting principles

The percentage of our total net sales, by dollar volume, from each of our channels was as follows:



	Three Months Ended				Nine Months Ended
	September 28, 2013		September 29, 2012		September 28, 2013		September 29, 2012
Company-Controlled channel	96.8	%	97.8	%	95.9	%	96.8	%
Wholesale/Other channel	3.2	%	2.2	%	4.1	%	3.2	%
Total	100.0	%	100.0	%	100.0	%	100.0	%

Index

The components of total net sales change, including comparable net sales changes, were as follows:



	Three Months Ended				Nine Months Ended
	September 28, 2013		September 29, 2012		September 28, 2013		September 29, 2012
Sales change rates:
Retail comparable-store sales	(1	%)	21	%	(5	%)	28	%
Direct and E-Commerce	(6	%)	14	%	(8	%)	13	%
Company-Controlled comparable sales change	(1	%)	21	%	(5	%)	27	%
Net store openings/closings	7	%	4	%	6	%	3	%
Total Company-Controlled channel	6	%	25	%	1	%	30	%
Wholesale/Other channel	55	%	(15	%)	31	%	9	%
Total net sales change	7	%	24	%	2	%	29	%

Other sales metrics were as follows:



	Three Months Ended						Nine Months Ended
	September 28, 2013			September 29, 2012			September 28, 2013		September 29, 2012
Average sales per store ⁽¹⁾ ($ in thousands)	$	2,102		$	2,108
Average sales per square foot ⁽¹⁾	$	1,131		$	1,314
Stores > $1 million in net sales ⁽¹⁾	97		%	98		%
Stores > $2 million in net sales ⁽¹⁾	47		%	48		%
Average net sales per mattress unit – Company-Controlled channel ⁽²⁾	$	3,304		$	3,208		$	3,207	$	2,993

⁽¹⁾ Trailing twelve months for stores open at least one year.

⁽²⁾ Represents Company-Controlled channel total net sales divided by Company-Controlled channel mattress units.

The number of retail stores was as follows:



	Three Months Ended				Nine Months Ended
	September 28, 2013		September 29, 2012		September 28, 2013		September 29, 2012
Beginning of period	413		381		410		381
Opened	16		15		43		37
Closed	(6	)	(2	)	(30	)	(24	)
End of period	423		394		423		394

Comparison of Three Months Ended September 28, 2013 with Three Months Ended September 29, 2012

Net sales

Net sales increased 7% to $263.7 million for the three months ended September 28, 2013 , compared with $246.8 million for the same period one year ago. The net sales increase was primarily driven by sales from 29 net new stores opened in the past 12 months, partially offset by a 1% decrease in comparable sales in our Company-Controlled channel. We believe a progressively more challenged macro-economic environment during the three months ended September 28, 2013 negatively impacted customer traffic and sales.

The $16.9 million net sales increase compared with the same period one year ago was comprised of the following: (i) a $16.6 million sales increase resulting from net new store openings, partially offset by a $1.5 million decrease in sales from our Company-Controlled comparable retail stores; (ii) a $3.0 million increase in Wholesale/Other channel sales; and (iii) a $1.2 million decrease in Direct and E-Commerce sales. Company-Controlled mattress units increased 3% compared to the prior-year period. Average net sales per mattress unit in our Company-Controlled channel increased by 3% .

Index

Gross profit

The gross profit rate decreased to 63.1% of net sales for the three months ended September 28, 2013 , compared with 65.1% for the prior-year period. A sales mix shift to lower-margin products, including this year's Labor Day limited-edition mattress and the introduction of the DualTemp® layer, reduced the gross profit rate by 1.5 percentage points (“ppt.”) compared to the same period one year ago. In addition, an increase in our 30-night trial policy to 100 nights reduced the gross profit rate by 0.4 ppt. The gross profit rate was favorably impacted by supply chain efficiencies and was also impacted by a variety of other factors that can fluctuate from quarter to quarter, including other sales return and exchange costs not related to the trial policy change, performance-based incentive compensation and warranty expenses.

Sales and marketing expenses

Sales and marketing expenses for the three months ended September 28, 2013 increased 16% to $118.3 million , or 44.9% of net sales, compared with $101.7 million , or 41.2% of net sales, for the same period one year ago. The $16.6 million expense increase resulted from (i) an $8.5 million, or 27%, increase in media spending; (ii) $6.4 million of incremental fixed costs primarily due to new, repositioned and remodeled stores; (iii) a $1.7 million increase in financing costs, as a greater percentage of our customers utilized promotional financing to purchase our products; and (iv) a $0.7 million increase in other marketing and promotional expenses. These increases were partially offset by lower percentage rent. The sales and marketing expense rate increased 3.7 ppt. compared with the same period one year ago due to the factors noted above and the deleveraging impact of the 1% comparable sales decrease.

General and administrative expenses

General and administrative (“G&A”) expenses decreased $1.8 million to $15.2 million for the three months ended September 28, 2013 , compared with $16.9 million in the same period one year ago, and decreased to 5.7% of net sales, compared with 6.9% of net sales last year. The $1.8 million decrease in G&A expenses was primarily due to (i) a $2.1 million decrease in performance-based incentive compensation; and (ii) a $0.9 million net decrease in miscellaneous other expenses, including professional services, partially offset by (i) a $0.8 million increase in employee compensation resulting from headcount increases to support business growth initiatives, and salary and wage rate increases that were in line with inflation; and (ii) $0.4 million of additional depreciation expense resulting from the increase in capital expenditures to support the growth of the business. The G&A expense rate decreased by 1.2 ppt. in the current period compared with the same period one year ago due to the net reduction in expenses and the leveraging impact from the 7% net sales increase.

Research and development expenses

Research and development (R&D) expenses for the three months ended September 28, 2013 were $2.4 million , or 0.9% of net sales, compared with $1.7 million , or 0.7% of net sales, for the same period one year ago. The $0.6 million change in R&D expenses was due to increased investments to support product innovations during the current year and the Company's long-term product innovation roadmap.

CEO transition costs

In February 2012, we announced that William R. McLaughlin, then President and Chief Executive Officer would retire from the Company effective June 1, 2012. In recognition of Mr. McLaughlin’s contributions to the Company, the Company’s Compensation Committee approved the modification of Mr. McLaughlin’s unvested stock awards, including performance stock awards. The performance stock awards are subject to applicable performance adjustments (through 2014) based on free cash flow and actual market share growth versus performance targets. During the three months ended September 28, 2013, we recorded a non-cash compensation benefit of $0.1 million ( $0.1 million , net of income tax) resulting from performance-based stock award adjustments. There were no performance-based stock award adjustments recorded during the three months ended September 29, 2012.

Asset impairment charges

During the three months ended September 28, 2013 and September 29, 2012 , we recognized asset impairment charges of $48 thousand and $0.1 million , respectively, related to certain store assets and computer software.

Other income, net

Other income, net was $0.1 million for the three months ended September 28, 2013 , consistent with the comparable period one year ago.

Income tax expense

Income tax expense was $10.5 million for the three months ended September 28, 2013 compared with $14.1 million for the same period one year ago. The effective tax rate for the three months ended September 28, 2013 was 34.2% , compared with the prior-year period rate of 35.0% . The 2012 effective tax rate was negatively impacted by a variety of factors, including a modest change in our annual effective tax rate estimate.

Index

Comparison of Nine Months Ended September 28, 2013 with Nine Months Ended September 29, 2012

Net sales

Net sales increased 2.1% to $729.3 million for the nine months ended September 28, 2013 , compared with $714.4 million for the same period one year ago. The sales increase was primarily driven by sales from 29 net new stores opened in the past 12 months, partially offset by a 5% comparable sales decrease in our Company-Controlled channel. We believe changes to our media buying in the first quarter of 2013 and a more challenging macro-economic environment as the year progressed, both negatively impacted customer traffic and sales, and were key contributing factors to the 5% comparable sales decline. Management took decisive action to correct the media buying issue with 2013 quarterly sales trends improving on a sequential basis.

The $14.9 million net sales increase compared with the same period one year ago was comprised of the following: (i) a $42.2 million sales increase resulting from net new store openings, partially offset by a $30.0 million decrease in sales from our Company-Controlled comparable retail stores; (ii) a $7.0 million increase in Wholesale/Other channel sales; and (iii) a $4.3 million decrease in Direct and E-Commerce sales. Company-Controlled mattress units decreased 6% compared to the prior-year period. Average net sales per mattress unit in our Company-Controlled channel increased by 7% .

Gross profit

The gross profit rate decreased to 63.2% of net sales for the nine months ended September 28, 2013 , compared with 63.9% for the prior-year period. A sales mix shift to lower-margin products, including this year's Memorial Day and Labor Day limited-edition mattresses and the introduction of the DualTemp layer, reduced the gross profit rate by 0.8 percentage points (“ppt.”) compared to the same period one year ago. In addition, an increase in our 30-night trial policy to 100 nights reduced the gross profit rate by 0.2 ppt. The gross profit rate was favorably impacted by supply chain efficiencies and was also impacted by a variety of factors that can fluctuate from quarter to quarter, including other sales return and exchange costs not related to the trial policy change, performance-based incentive compensation and warranty expenses.

Sales and marketing expenses

Sales and marketing expenses for the nine months ended September 28, 2013 increased 10.2% to $326.5 million , or 44.8% of net sales, compared with $296.1 million , or 41.5% of net sales, for the same period one year ago. The $30.3 million increase resulted from (i) a $17.5 million increase in fixed selling expenses primarily due to new, repositioned and remodeled stores; (ii) a $13.2 million, or 14%, increase in media spending; and (iii) a $3.9 million increase in customer financing expenses, as a larger percentage of our customers took advantage of promotional financing offers. These increases were partially offset by lower percentage rent ($3.4 million) and a net decrease in miscellaneous other expenses. The sales and marketing expense rate increased 3.3 ppt. compared with the same period one year ago due to the increase in expenses noted above and the deleveraging impact of the 5% comparable sales decrease in our Company-Controlled channel.

General and administrative expenses

General and administrative (“G&A”) expenses decreased $3.4 million to $46.7 million for the nine months ended September 28, 2013 , compared with $50.1 million in the prior year, and decreased to 6.4% of net sales, compared with 7.0% of net sales one year ago. The $3.4 million decrease in G&A expenses was primarily due to an $8.0 million decrease in performance-based incentive compensation and stock-based compensation, partially offset by (i) a $3.7 million increase in employee compensation resulting from headcount increases to support business growth initiatives, and salary and wage rate increases that were in line with inflation; (ii) $1.6 million of additional depreciation expense resulting from the increase in capital expenditures to support the growth of the business; and (iii) a $0.7 million net decrease in miscellaneous other expenses. The G&A expense rate decreased by 0.6 ppt. in the current period compared with the same period one year ago due to the net reduction in expenses.

Research and development expenses

Research and development (R&D) expenses for the nine months ended September 28, 2013 were $7.5 million , or 1.0% of net sales, compared with $4.3 million , or 0.6% of net sales, for the same period one year ago. The $3.2 million change in R&D expenses was due to increased investments to support product innovations during the current year and the Company's long-term product innovation roadmap.

Asset impairment charges

During the nine months ended September 28, 2013 and September 29, 2012 , we recognized asset impairment charges of $0.1 million in both periods related to certain store assets and computer software.

Index

CEO transition costs

In February 2012, we announced that William R. McLaughlin, then President and Chief Executive Officer would retire from the Company effective June 1, 2012. In recognition of Mr. McLaughlin’s contributions, the Compensation Committee approved the modification of Mr. McLaughlin’s currently unvested stock awards, including performance-based stock awards. During the nine months ended September 29, 2012 , we incurred $5.6 million ( $3.7 million , net of income tax) of non-recurring, non-cash expenses associated with these stock award modifications. The performance-based stock awards are subject to applicable performance adjustments through 2014 based on free cash flow and actual market share growth versus performance targets. During the nine months ended September 28, 2013 , we recorded a non-cash compensation benefit of $0.5 million ( $0.4 million , net of income tax) resulting from performance-based stock award adjustments.

Other income, net

Other income, net was $0.2 million for the nine months ended September 28, 2013 , compared with $0.1 million for the comparable period one year ago. The current-year improvement in other income, net was primarily due to a higher average yield on our portfolio in the current-year period, and a reduction of fees associated with our line of credit.

Income tax expense

Income tax expense was $27.6 million for the nine months ended September 28, 2013 , compared with $34.9 million for the same period one year ago. The effective tax rate for the nine months ended September 28, 2013 decreased to 34.0% compared with 34.7% for the prior-year period. The 2013 effective tax rate was positively impacted by the retroactive reinstatement of the 2012 research and development tax credit in the first quarter of 2013.

Liquidity and Capital Resources

As of September 28, 2013 , cash, cash equivalents and marketable debt securities totaled $164.4 million compared with $177.8 million as of December 29, 2012 . The $13.4 million decrease was primarily due to $90.1 million of cash provided by operating activities offset by $57.8 million of cash used to purchase property and equipment, $18.5 million of strategic investments, including the purchase of Comfortaire (see discussion below), and $32.1 million of cash used to repurchase our common stock. The $83.1 million of marketable debt securities held as of September 28, 2013 are all highly liquid and include U.S. government and agency securities, corporate debt securities and municipal bonds.

The following table summarizes our cash flows for the nine months ended September 28, 2013 , and September 29, 2012 (dollars in millions). Amounts may not add due to rounding differences:



	Nine Months Ended
	September 28, 2013			September 29, 2012
Total cash provided by (used in):
Operating activities	$	90.1		$	97.6
Investing activities	(70.3		)	(89.9		)
Financing activities	(26.4		)	(13.6		)
Net decrease in cash and cash equivalents	$	(6.6	)	$	(5.8	)

Cash provided by operating activities for the nine months ended September 28, 2013 was $90.1 million compared with $97.6 million for the nine months ended September 29, 2012 . The $7.6 million year-over-year decrease in cash from operating activities was comprised of an $11.9 million decrease in net income for the nine months ended September 28, 2013 compared with the same period one year ago and a $3.7 million decrease in cash from changes in operating assets and liabilities, partially offset by an $8.1 million increase in adjustments to reconcile net income to net cash provided by operating activities.

Net cash used in investing activities was $70.3 million for the nine months ended September 28, 2013 , compared with $89.9 million for the same period one year ago. Investing activities for the current-year period included $57.8 million of property and equipment purchases, compared with $36.8 million for the same period one year ago. On a net basis, we reduced our investment in marketable debt securities by $5.9 million during the nine months ended September 28, 2013 compared with a net investment of $53.1 million during the comparable period one year ago. On January 17, 2013, we completed the purchase of the business and assets of Comfortaire Corporation, a manufacturer and marketer of adjustable air-supported sleep systems, for $15.5 million. Comfortaire Corporation was a privately held company with 2012 net sales of $10.5 million. We purchased Comfortaire to progress our role as the leader in delivering innovative products as part of an individualized sleep experience, while also strengthening our competitive advantages. See Note 3, Purchase of Comfortaire , of the Notes to Condensed Consolidated Financial Statements for further details.

Index

Finally, we made a $3.0 million minority equity investment in one of our strategic product-development partners and committed to invest an additional $1.5 million during the remainder of 2013.

Net cash used in financing activities was $26.4 million for the nine months ended September 28, 2013 , compared with $13.6 million for the same period one year ago. During the nine months ended September 28, 2013 , we repurchased $32.1 million of our stock ( $30.0 million under our Board approved share repurchase program and $2.0 million in connection with the vesting of employee restricted stock grants) compared with $24.1 million ( $20.0 million under our Board approved share repurchase program and $4.1 million in connection with the vesting of employee restricted stock grants) during the same period one year ago. Changes in book overdrafts and payments on capital lease obligations are included in the net change in short-term borrowings. Financing activities for both periods reflect the vesting of employee restricted stock awards and exercise of employee stock options along with the associated excess tax benefits.

During the second quarter of 2012, we reinitiated repurchasing our common stock. Under the Board approved $290 million share repurchase program, we repurchased 1,347,579 shares at a cost of $30.0 million ( $22.28 per share) during the nine months ended September 28, 2013 . During the nine months ended September 29, 2012 , we repurchased 775,568 shares at a cost of $20.0 million ( $25.81 per share). As of September 28, 2013 , the remaining authorization under our Board approved share repurchase program was $146.7 million . There is no expiration date governing the period over which we can repurchase shares.

Our $20.0 million Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association is an unsecured revolving credit facility that matures August 31, 2016. The Credit Agreement contains an accordion feature that allows us to increase the amount of the line from $20.0 million to up to $50.0 million in total availability, subject to lender approval. As of September 28, 2013 we were in compliance with all financial covenants.

Any borrowings under the Credit Agreement will, at our request, be classified as either LIBOR Loans or Adjusted Base Rate (“ABR”) Loans (both as defined in the Credit Agreement). The rate of interest payable by us in respect of loans outstanding under the revolving credit facility is (i) with respect to LIBOR Loans, the Adjusted LIBO Rate (as defined in the Credit Agreement) for the interest period then in effect, plus 1.25%; or (ii) with respect to ABR Loans, the ABR (as defined in the Credit Agreement) then in effect for the Daily One-Month LIBO Rate (as defined in the Credit Agreement), plus 1.50% or the prime rate. We are subject to certain financial covenants under the Credit Agreement, including minimum tangible net worth, a requirement to maintain a minimum amount of cash, cash equivalents and marketable debt securities, and to maintain at the administrative agent cash, cash equivalents and marketable debt securities equal to the amount the lenders are committed to lend under the Credit Agreement.

Our business model, which can operate with minimal working capital, does not require additional capital from external sources to fund operations or organic growth. The $164.4 million of cash, cash equivalents and marketable debt securities, cash generated from ongoing operations, and cash available under our revolving credit facility are expected to be adequate to maintain operations and fund anticipated expansion and strategic initiatives for the foreseeable future.

We have an agreement with GE Capital Retail Bank to offer qualified customers revolving credit arrangements to finance purchases from us (“GE Agreement”). The GE Agreement contains certain financial covenants, including a minimum tangible net worth requirement and a minimum cash requirement. As of September 28, 2013 we were in compliance with all financial covenants.

Under the terms of the GE Agreement, GE Capital Retail Bank sets the minimum acceptable credit ratings, the interest rates, fees and all other terms and conditions of the customer accounts, including collection policies and procedures, and is the owner of the accounts.

Index

Non-GAAP Data Reconciliations

Reported to Adjusted Statements of Operations Data (in thousands, except per share amounts)

In addition to disclosing results that are determined in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), we also disclose non-GAAP results that exclude certain significant charges or credits. Our "as adjusted" data is considered a non-GAAP financial measure and is not in accordance with, or preferable to, "as reported," or GAAP financial data. However, we believe that the disclosure of results excluding certain significant charges or credits provides additional insights into underlying business performance and facilitates year-over-year comparisons. Below are our reconciliations of our non-GAAP financial measures to the most comparable GAAP financial measures.



	Three Months Ended
	September 28, 2013							September 29, 2012
	As Reported		CEO Transition Benefit ⁽¹⁾			As Adjusted		As Reported
Operating income	$	30,699	$	(143	)	$	30,556	$	40,225
Other income, net	74		—			74		73

Income before income taxes	30,773		(143		)	30,630		40,298
Income tax expense/(benefit) ⁽²⁾	10,514		(49		)	10,465		14,089
Net income	$	20,259	$	(94	)	$	20,165	$	26,209

Net income per share –
Basic	$	0.37	$	0.00		$	0.37	$	0.47
Diluted	$	0.36	$	0.00		$	0.36	$	0.46

Basic Shares	54,854		54,854			54,854		55,444
Diluted Shares	55,748		55,748			55,748		56,986



	Nine Months Ended
	September 28, 2013							September 29, 2012
	As Reported		CEO Transition Benefit ⁽¹⁾			As Adjusted		As Reported		CEO Transition Costs ⁽¹⁾		As Adjusted


Operating income	$	81,033	$	(534	)	$	80,499	$	100,373	$	5,595	$	105,968
Other income, net	243		—			243		128		—		128
Income before income taxes	81,276		(534		)	80,742		100,501		5,595		106,096
Income tax expense/(benefit) ⁽²⁾	27,620		(183		)	27,437		34,902		1,925		36,827
Net income	$	53,656	$	(351	)	$	53,305	$	65,599	$	3,670	$	69,269

Net income per share –
Basic	$	0.98	$	(0.01	)	$	0.97	$	1.18	$	0.07	$	1.25
Diluted	$	0.96	$	(0.01	)	$	0.95	$	1.15	$	0.06	$	1.21

Basic Shares	54,992		54,992			54,992		55,601		55,601		55,601
Diluted Shares	55,990		55,990			55,990		57,202		57,202		57,202

__________________________

⁽¹⁾ In February 2012, we announced that William R. McLaughlin, then President and Chief Executive Officer would retire from the Company effective June 1, 2012. In recognition of Mr. McLaughlin’s contributions, the Compensation Committee approved the modification of Mr. McLaughlin’s currently unvested stock awards, including performance-based stock awards. During the nine months ended September 29, 2012 , we incurred $5.6 million ( $3.7 million , net of income tax) of non-recurring, non-cash expenses associated with these stock award modifications. The performance-based stock awards are subject to applicable performance adjustments through 2014 based on free cash flow and actual market share growth versus performance targets. During the three and nine months ended September 28, 2013 we recorded non-cash compensation benefits of $0.1 million ( $0.1 million , net of income tax) and $0.5 million ( $0.4 million , net of income tax), respectively, resulting from performance-based stock award adjustments.

⁽²⁾ Reflects effective income tax rates, before discrete adjustments, of 34.3% for 2013 and 34.4% for 2012.

GAAP - generally accepted accounting principles

Index

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)

We define earnings before interest, taxes, depreciation and amortization as net income plus: income tax expense, interest expense, depreciation and amortization, stock-based compensation and asset impairments (“Adjusted EBITDA”). Management believes Adjusted EBITDA is a useful indicator of our financial performance and our ability to generate cash from operating activities. Our definition of Adjusted EBITDA may not be comparable to similarly titled definitions used by other companies. The table below reconciles Adjusted EBITDA, which is a non-GAAP financial measure, to the comparable GAAP financial measure.

Our Adjusted EBITDA calculations for the three months and trailing-twelve months ended September 28, 2013 and September 29, 2012 are as follows (dollars in thousands):



	Three Months Ended				Trailing-Twelve Months Ended
	September 28, 2013		September 29, 2012		September 28, 2013		September 29, 2012
Net income	$	20,259	$	26,209	$	66,151	$	80,969
Income tax expense	10,514		14,089		34,629		39,506
Interest expense	14		16		53		122
Depreciation and amortization	7,774		5,126		26,932		17,826
Stock-based compensation	1,067		1,200		3,796		10,866
Asset impairments	48		108		126		121
Adjusted EBITDA	$	39,676	$	46,748	$	131,687	$	149,410

Free Cash Flow

Our “free cash flow” data is considered a non-GAAP financial measure and is not in accordance with, or preferable to, “net cash provided by operations,” or GAAP financial data. However, we are providing this information as we believe it facilitates analysis for investors and financial analysts.

The following table summarizes our free cash flow calculations for the nine months and trailing-twelve months ended September 28, 2013 , and September 29, 2012 (dollars in thousands):



	Nine Months Ended				Trailing-Twelve Months Ended
	September 28, 2013		September 29, 2012		September 28, 2013		September 29, 2012
Net cash provided by operating activities	$	90,082	$	97,636	$	93,072	$	114,157
Subtract: Purchases of property and equipment	57,820		36,816		72,597		45,851
Free cash flow	$	32,262	$	60,820	$	20,475	$	68,306

Off-Balance-Sheet Arrangements and Contractual Obligations

As of September 28, 2013 , we were not involved in any unconsolidated special purpose entity transactions. Other than our operating leases, we do not have any off-balance-sheet financing. There were no outstanding letters of credit at September 28, 2013 .

There has been no material change in our contractual obligations since the end of fiscal 2012 . See Note 7, Debt, of the Notes to our Condensed Consolidated Financial Statements for information regarding our credit agreement. See our Annual Report on Form 10-K for the fiscal year ended December 29, 2012 for additional information regarding our other contractual obligations.

Critical Accounting Policies

We discuss our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 29, 2012 . There were no significant changes in our critical accounting policies since the end of fiscal 2012 .

Index

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Changes in the overall level of interest rates affect interest income generated from our short-term and long-term investments in marketable debt securities. If overall interest rates were one percentage point lower than current rates, our annual interest income would not change by a significant amount based on our investments in marketable debt securities as of September 28, 2013 and the current low interest-rate environment. We do not manage our investment interest-rate volatility risk through the use of derivative instruments.

As of September 28, 2013 , we had no borrowings under our revolving credit facility.

ITEM 4. CONTROLS AND PROCEDURES

Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the fiscal quarter ended September 28, 2013 , that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

Our business, financial condition and operating results are subject to a number of risks and uncertainties, including both those that are specific to our business and others that affect all businesses operating in a global environment. Investors should carefully consider the information in this report under the heading, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and also the information under the heading, “ Risk Factors ” in our most recent Annual Report on Form 10-K. The risk factors discussed in the Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q do not identify all risks that we face because our business operations could also be affected by additional risk factors that are not presently known to us or that we currently consider to be immaterial to our operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



(a) – (b)	Not applicable.
(c)	Issuer Purchases of Equity Securities



Fiscal Period	Total Number of Shares Purchased ⁽¹⁾⁽²⁾	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽¹⁾	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
June 30, 2013 through July 27, 2013	119,840	$	25.18	119,840	$	153,703,000
July 28, 2013 through August 24, 2013	142,593	22.37		142,005	150,528,000
August 25, 2013 through September 28, 2013	155,365	24.56		155,365	146,712,000
Total	417,798	$	23.99	417,210	$	146,712,000

⁽¹⁾

Under the current Board approved $290.0 million share repurchase program, we repurchased 417,210 shares of our common stock at a cost of $10.0 million (based on trade dates) during the three months ended September 28, 2013 . As of September 28, 2013 , the remaining authorization under our Board approved share repurchase program was $146.7 million . There is no expiration date governing the period over which we can repurchase shares. Any repurchased shares are constructively retired and returned to an unissued status.


⁽²⁾	In connection with the vesting of employee restricted stock grants, we also repurchased 588 shares of our common stock at a cost of $15 thousand , during the three months ended September 28, 2013 .

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

Index

ITEM 6. EXHIBITS



Exhibit Number	Description	Method of Filing

10.1	Master Supply Agreement dated July 16, 2013 between the Company and Supplier ⁽¹⁾	Filed herewith ⁽¹⁾

31.1	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

31.2	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

32.1	Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350	Furnished herewith

32.2	Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350	Furnished herewith

101	The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended ended September 28, 2013, filed with the SEC on October 25, 2013, formatted in eXtensible Business Reporting Language: (i) Condensed Consolidated Balance Sheets as of September 28, 2013 and December 29, 2012; (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 28, 2013 and September 29, 2012; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 28, 2013 and September 29, 2012; (iv) Condensed Consolidated Statement of Shareholders' Equity for the nine months ended September 28, 2013; (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 28, 2013 and September 29, 2012; and (vi) Notes to Condensed Consolidated Financial Statements.	Filed herewith


⁽¹⁾	Confidential treatment has been requested by the issuer with respect to designated portions contained within this document. Such portions have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.

Index

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		SELECT COMFORT CORPORATION
		(Registrant)

Dated:	October 25, 2013	By:	/s/ Shelly R. Ibach
			Shelly R. Ibach
			Chief Executive Officer
			(principal executive officer)

		By:	/s/ Robert J. Poirier
			Robert J. Poirier
			Chief Accounting Officer
			(principal accounting officer)

Index

EXHIBIT INDEX



Exhibit Number	Description	Method of Filing

10.1	Master Supply Agreement dated July 16, 2013 between the Company and Supplier ⁽¹⁾	Filed herewith ⁽¹⁾

31.1	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

31.2	Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith

32.1	Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350	Furnished herewith

32.2	Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350	Furnished herewith

101	The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended ended September 28, 2013, filed with the SEC on October 25, 2013, formatted in eXtensible Business Reporting Language: (i) Condensed Consolidated Balance Sheets as of September 28, 2013 and December 29, 2012; (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 28, 2013 and September 29, 2012; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 28, 2013 and September 29, 2012; (iv) Condensed Consolidated Statement of Shareholders' Equity for the nine months ended September 28, 2013; (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 28, 2013 and September 29, 2012; and (vi) Notes to Condensed Consolidated Financial Statements.	Filed herewith


⁽¹⁾	Confidential treatment has been requested by the issuer with respect to designated portions contained within this document. Such portions have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.



			Master Supply Agreement (for the supply of certain component parts to be incorporated into finished goods)
TABLE OF CONTENTS
AGREEMENT
1.1	SCOPE			9.13	QUALITY AND VALUE ENGINEERING	5
1.2	EXCLUSIVITY	1		9.14	OMITTED	5
1.3	SUPPLY PARTNER´S EXCLUSIVITY OBLIGATION	1		9.15	PRODUCT TESTING	5
1.4	SELECT COMFORT´S EXCLUSIVITY OBLIGATION	1		COMPLIANCE
1.5	BREACH OF EXCLUSIVITY	2		10.1	COMPLIANCE	5
PARTS				10.2	HAZARDOUS MATERIALS	5
2.1	SUPPLY AND PURCHASE	2		10.3	PART CONTENT RESTRICTIONS	5
SPECIFICATIONS				10.4	DOCUMENTATION	5
3.1	PART SPECIFICATIONS	2		10.5	NOTICE OF FAILURE OR DEFECT AND SUBSEQUENT ANALYSIS	5
3.2	PACKAGING SPECIFICATIONS	2		INSPECTION AND ACCEPTANCE OR REJECTION
3.3	CHANGES TO SPECIFICATIONS	2		11.1	PART INSPECTION AND ACCEPTANCE	6
3.4	CHANGES REQUIRED BY LAW	2		11.2	MANUFACTURING PROCESS AND FACILITY ACCESS AND INSPECTION	6
3.5	TRACEABILITY	2		11.3	REJECTION	6
PRICE				11.4	NO ALTERATION OR DEVIATION	6
4.1	PRICE	2		TERM AND TERMINATION
FORECASTS AND INVENTORY				12.1	TERM	6
5.1	FORECASTS	2		12.2	TERMINATION	6
5.2	SAFETY STOCK	3		12.3	PURCHASE OF INVENTORY UPON TERMINATION	7
5.3	CAPACITY	3		12.4	OMITTED	7
5.4	OBSOLESCENCE	3		12.5	TERMINATION WITHOUT PREJUDICE	7
PURCHASE ORDERS AND RELEASES				12.6	SURVIVAL	7
6.1	PURCHASE ORDERS	3		12.7	OBLIGATIONS	7
6.2	NOTICE OF REJECTION	3		12.8	EFFECT OF TERMINATIONON OUTSTANDING PURCHASE ORDERS OR RELEASE	7
6.3	RELEASE ADJUSTMENTS	3		INSURANCE
6.4	BATTLE OF THE FORMS	3		13.1	GENERAL COMMERCIAL LIABILITY COVERAGE	7
SHIPPING AND DELIVERY				13.2	AMOUNT OF COVERAGE	7
7.1	TITLE AND RISK OF LOSS	3		13.3	DEDUCTIBLE OR SELF-INSURED RETENTIONS	7
7.2	DELIVERY	3		13.4	INSURER REQUIREMENTS	8
7.3	NON-DELIVERY	4		13.5	PRIMARY COVERAGE AND SUBROGATION	8
7.4	SHIPPING TERMS	4		13.6	EVIDENCE OF INSURANCE	8
7.5	OMITTED	4		13.7	NOTICE OF CANCELLATION	8
7.6	OMITTED	4		13.8	EFFECT OF FAILURE TO OBTAIN OR CANCELLATION OF COVERAGE	8
7.7	NON-CONFORMING PRODUCT	4		13.9	CLAIMS MADE COVERAGE	8
INVOICING AND PAYMENT				13.10	WORKERS’ COMPENSATION AND EMPLOYER’S LIABILITY	8
8.1	INVOICE TERMS	4		LIABILITY
8.2	ADJUSTMENTS	4		14.1	INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGES ARE NOT RECOVERABLE	8
8.3	INVOICE DISPUTE	4		14.2	LIMITATION OF LIABILITY	8
8.4	INVOICE CONTENT	4		14.3	EXCEPTIONS TO THE LIMITATION OF LIABILITY	8
8.5	RIGHT OF INSPECTION	4		14.4	COMPARATIVE NEGLIGENCE	8
8.6	INTEREST FOR LATE PAYMENT	4		INDEMNIFICATION
PART QUALITY AND WARRANTY				15.1	INDEMNITY BY SELECT COMFORT	9
9.1	QUALITY WARRANTY	4		15.2	INDEMNITY BY SUPPLY PARTNER	9
9.2	GOOD TITLE	4		15.3	INDEMNIFICATION PROCEDURES	9
9.3	OMITTED	4
9.4	OMITTED	4		(continued)
9.5	LIMITATIONS	4
9.6	FINANCIAL REMEDY FOR BREACH OF QUALITY WARRANTY	4
9.7	OMITTED	4
9.8	QUALITY METRICS	4
9.9	CATASTROPHIC FAILURE	4
9.10	NOTICE OF CATASTROPHIC FAILURE	5
9.11	REMEDIES FOR CATASTOPHIC FAILURE	5
9.12	WARRANTY SURVIVAL	5



TABLE OF CONTENTS (CONTINUED)
RECORDS, AUDITS AND INSPECTIONS			INDEX OF TERMS
16.1	RECORDS	9	TERM	SECTION (PAGE)
16.2	INSPECTIONS	9	AFFILIATE	PREAMBLE (1)
16.3	RIGHT TO AUDIT	10	AGREEMENT	PREAMBLE (1)
16.4	EXCLUSIVITY AUDIT	10	AUDITOR	16.4 (9)
16.5	ANALYTICAL TESTING	10	BRAND	RECITALS (1)
16.6	SUPPLY PARTNERS SELF AUDIT	10	BUSINESS CONTINUITY PLAN	19.2 (11)
CONFIDENTIALITY AND NON-DISCLOSURE			CATASTROPHIC FAILURE	9.9 (4)
17.1	NEED TO EXCHANGE INFORMATION	10	CATASTROPHIC FAILURE COSTS	9.11 (4)
17.2	DEFINITION OF TRADE SECRET	10	CHANGE OF CONTROL	12.2 (6)
17.3	DEFINITION OF CONFIDENTIAL INFORMATION	10	CLAIM	14.1 (6)
17.4	EXCLUSIONS	10	CONFIDENTIAL INFORMATION	17.3 (9)
17.5	RESTRICTIONS ON USE	11	COST COMPETITIVE	12.2 (6)
17.6	RESTRICTIONS ON ACCESS	11	CPSC	9.9 (4)
17.7	PERMITTED DISCLOSURE	11	CURE PERIOD	12.2 (6)
17.8	REQUIRED OR COMPELLED DISCLOSURE	11	DAMAGES	14.1 (6)
17.9	INQUIRIES	11	DISCLOSING PARTY	17.1 (9)
INTELLECTUAL PROPERTIES			EFFECTIVE DATE	PREAMBLE (1)
18.1	DEFINITIONS	11	FORECAST	5.1 (2)
18.2	INDEPENDENTLY OWNED INTELLECTUAL PROPERTY	11	ICDR	22.1 (12)
18.3	JOINT DEVELOPMENT AGREEMENT	11	INDEMNIFIED PARTY	14.2 (6)
18.4	OMITTED	11	INDEMNIFYING PARTY	14.2 (6)
18.5	OMITTED	11	INDEPENDENTLY OWNED INTELLECTUAL PROPERTY	18.1.1 (10)
18.6	OMITTED	11	INITIAL TERM	12.1 (5)
18.7	OMITTED	12	INTELLECTUAL PROPERTY RIGHTS	18.1.2 (10)
18.8	OMITTED	12	INVENTORY	5.2 (2)
18.9	TRADEMARKS	12	JOINT DEVELOPMENT AGREEMENT	18.3 (11)
FORCE MAJEURE AND BUSINESS INTERRUPTION			LIABILITY YEAR	14.2 (7)
19.1	FORCE MAJEURE	12	LIMITATION OF LIABILITY	14.2 (7)
19.2	BUSINESS CONTINUTITY PLAN	12	MAIN BODY	PREAMBLE (1)
19.3	IMPACT OF BUSINESS INTERRUPTION	12	NEGATIVE CONSEQUENCE	12.2 (6)
19.4	OMITTED	12	NON-CONFORMING PARTS	11.3 (5)
19.5	PRIORITY	12	NOTICE OF REJECTION	6.2 (3)
RESTRICTIONS ON ACTIVITIES			PARTS	1.1 (1)
20.1	OMITTED	12	PARTIES; PARTY	PREAMBLE (1)
20.2	NO SOLICITATION; NO HIRE	12	PERMITTED SUPPLY	1.4 (1)
TOOLING			PRODUCT	15.1 (8)
21.1	COST OF TOOLING	12	PURCHASE ORDER	6.1 (3)
GENERAL TERMS AND CONDITIONS			QUALITY REBATE	9.6 (4)
22.1	GOVERNING LAW AND DISPUTE RESOLUTION	12	QUALITY WARRANTY	9.1 (4)
22.2	OMITTED	12	RECEIVING PARTY	17.1 (9)
22.3	CISG EXCLUSION	13	RECORDS	16.1 (9)
22.4	NOTICE	13	RENEWAL TERM	12.1 (5)
22.5	NO WAIVER	13	RELEASE	6.1 (3)
22.6	EXPORT CONTROL	13	RELEVANT REGULATION	3.4 (2)
22.7	THIRD PARTY BENEFICIARIES	13	SAFETY STOCK	5.3 (2)
22.8	ASSIGNMENT TO SUPPLY PARTNER	13	SELECT COMFORT	PREAMBLE (1)
22.9	ASSIGNMENT BY SELECT COMFORT	13	SELECT COMFORT AUDIT RIGHTS	16.3 (9)
22.10	COUNTERPARTS	13	SELECT COMFORT'S EXCLUSIVITY AUDIT RIGHTS	16.4 (9)
22.11	ENTIRE AGREEMENT	13	SELECT COMFORT'S EXCLUSIVITY OBLIGATION	1.4 (1)
22.12	VALID AGREEMENT	13	SELECT COMFORT INDEMNITEES	15.2 (8)
22.13	CORPORATE POWER AND AUTHORITY	13	SELECT COMFORT INTELLECTUAL PROPERTY	18.5 (8)
22.14	NO CONFLICT	13	SIMILAR PRODUCTS	1.3 (1)
22.15	INVALIDITY AND SEVERABILITY	13	SPECIFICATIONS	3.1 (2)
22.16	HEADINGS; REFERENCE TO WHOLE	14	SUPPLY PARTNER	PREAMBLE (1)
22.17	SECURITIES TRADING	14	SUPPLY PARTNER EXCLUSIVITY AUDIT RIGHTS	16.4 (9)
22.18	PUBLICITY; USE OF MARKS	14	SUPPLY PARTNER'S EXCLUSIVITY OBLIGATION	1.3 (1)
22.19	MODIFICATIONS	14	SUPPLY PARTNER INDEMNITIEES	15.1 (8)
22.20	RELATIONSHIP OF THE PARTIES	14	TERM	12.1 (5)
22.21	NOTIFICATION OF THREATENED ACTION	14	THIRD PARTY RIGHT	15.2 (8)
22.22	REMEDIES CUMULATIVE	14	TOOLING ADDENDUM	21.1 (11)
			TRADE SECRET	17.2 (9)



Calendar year		Permitted Supply:
2013		XXXX
2014		XXXX
2015		XXXX
2016 and forward		XXXX



Schedule A	Part SKU Number, Description, Pricing, and Rebate
Schedule B	Specifications, master Drawings, and COA
Schedule C	Quality Requirements
Exhibit 1	Supply Partner Traceability Process Outline
Exhibit 2	Supply Partner Business Continuity Plan
Exhibit 3	Select Comfort Supplier Barcode Labeling Requirements



Prices for 2013
Part Number	Description	2013 Price per Chamber in USD

100270	XXXX	XXXX
100271	XXXX	XXXX
100272	XXXX	XXXX
100273	XXXX	XXXX
100274	XXXX	XXXX
100275	XXXX	XXXX
100276	XXXX	XXXX
100277	XXXX	XXXX
100278	XXXX	XXXX
100279	XXXX	XXXX
100281	XXXX	XXXX
105757	XXXX	XXXX
106433	XXXX	XXXX
106811	XXXX	XXXX
106812	XXXX	XXXX
106813	XXXX	XXXX
106814	XXXX	XXXX
106815	XXXX	XXXX
106816	XXXX	XXXX
107099	XXXX	XXXX
107173	XXXX	XXXX
107325	XXXX	XXXX
116072	XXXX	XXXX

108200	XXXX	XXXX
108203	XXXX	XXXX
108206	XXXX	XXXX
108273	XXXX	XXXX
108815	XXXX	XXXX
111159	XXXX	XXXX
111160	XXXX	XXXX
111661	XXXX	XXXX
111163	XXXX	XXXX

117820	XXXX	XXXX
117821	XXXX	XXXX
117283	XXXX	XXXX
117824	XXXX	XXXX


1.2	EXCLUSIVITY: The Parties acknowledge and agree that this Agreement is mutually exclusive.


2.1	SUPPLY AND PURCHASE: Subject to the terms and conditions of this Agreement, Select Comfort agrees to purchase from Supply Partner and Supply Partner agrees to sell to Select Comfort, at the prices and lead times provided therein, the Parts listed in Schedule A.


5.2	SAFETY STOCK: The Supply Partner is obliged to maintain safety stock in the amount equal to XXXX of the baseline Forecast for the current calendar year.


6.3	RELEASE ADJUSTMENTS: Provided that Select Comfort adheres to the lead times specified in section 6.1 above, Select Comfort may, after mutual agreement, adjust or cancel and re-issue any previously issued Release for the purposes of adjusting the Parts, quantities, and locations of or time for delivery contained therein.


6.4	BATTLE OF THE FORMS: No additional terms and conditions that a Party includes in or with a Purchase Order, Release Adjustment, purchase order acceptance, payment, course of dealing between the Parties or industry custom, or otherwise, shall vary the terms and conditions set forth in this Agreement shall apply except as provided in Section 22.19 below.


7.2	DELIVERY: Supply Partner will deliver the Parts on the dates or within the time frames specified in the Purchase Order or Release. All non-blanket Purchase Orders and releases are required to be shipped complete unless otherwise specifically provided in a Purchase Order. Time is of the essence in the performance of this Agreement generally and each Purchase Order or Release specifically.


8.1	INVOICE TERMS: All invoices will be stated in U.S. currency and all payments will be made in U.S. currency. Terms of payment for undisputed invoices will be net XXXX days from the issue date of invoice.


8.2	ADJUSTMENTS: All invoices submitted by Supply Partner to Select Comfort are subject to adjustment by Select Comfort for mutually confirmed errors.


8.3	INVOICE DISPUTE: Select Comfort shall not be required to pay the disputed portion of any invoice pending resolution of that dispute provided, however, that Select Comfort provides Supply Partner with written notice of the dispute promptly after becoming aware of any reasons to dispute the invoice, in any case never later than by the payment due date of the invoice containing the disputed amount.


8.4	INVOICE CONTENT: The information on Supply Partner’s invoice shall include, at a minimum, the issue date of the invoice, the Purchase Order or Release number, a Part reference number (e.g., part number, SKU number, etc.), a Part description, quantities, Price per unit, total amount due and payment method .


8.5	RIGHT OF INSPECTION: Nothing in this section shall be construed so as to eliminate, limit, shorten, or otherwise alter Select Comfort’s right of inspection of the Parts.


8.6	INTEREST FOR LATE PAYMENT: If Select Comfort fails to pay the invoiced amounts in time Select Comfort shall pay to Supply Partner interest at the rate of XXXX of the unpaid amount per month or the highest rate permitted by applicable law, if lower, pro rated daily.


9.1	QUALITY WARRANTY: Supply Partner warrants to Select Comfort that all Parts will be manufactured, packaged and delivered in accordance with the Schedules B and C (hereinafter collectively, the “Quality Warranty”).


9.2	GOOD TITLE: The Supply Partner warrants that it has good and marketable title to the Parts and that the Parts will be transferred free and clear of all liens, claims or encumbrances.


9.5	LIMITATIONS: The Quality Warranty set forth in this section shall not cover defects caused by misuse or mishandling of Parts by Select Comfort or the end-user consumer or installation, application or maintenance of the Parts by Select Comfort or the end-user consumer that is inconsistent with any written instructions provided with the Parts by Supply Partner.


9.8	QUALITY METRICS: Quality metrics and related financial consequences of meeting or failing to meet such metrics are attached hereto and incorporated herein as Schedule C.


9.10	NOTICE OF CATASTROPHIC FAILURE: Each Party shall notify the other in writing within XXXX if a Catatropic Failure exists.


9.12	WARRANTY SURVIVAL: The Quality Warranty shall survive any inspection, delivery, acceptance or payment by Select Company or the expiration or termination of this Agreement for a period of XXXX years from the date the invoice for Parts has been issued.


9.15	PRODUCT TESTING: At least once annually, Supply Partner agrees to provide sample Parts in order to facilitate the destructive testing of such parts for compliance with the Specifications (refer to Schedule A, B, C) including, but not limited to, XXXX


10.1	COMPLIANCE: Supply Partner represents and warrants that all Parts will be manufactured, processed, packaged, labeled, marked, tagged, tested, certified, weighed, inspected, loaded, shipped and/or sold by Supply Partner hereunder in compliance with Schedules A, B, C and with:


•	Any laws or regulations relating to health, safety, and the environment in the country of manufacture;


•	Any laws or regulations in the country of manufacture or in the country of Supply Partner’s residence which are intended to prevent and/or prohibit the seeking of any influence or advantage from or the payment of any bribe to a public official of any country or political subdivision;


10.3	PART CONTENT RESTRICTIONS: Supply Partner represents and warrants that all Parts delivered to Select Comfort under this Agreement shall be free from any minerals deemed as “conflict minerals” as defined by the OECD and that the materials used in the manufacture of the Parts does not include materials produced by child labor or forced labor as defined by the US Department of Labor.


12.2	TERMINATION: This Agreement may be terminated as follows:


A.	This Agreement may be terminated at any time upon the mutual written consent of the Parties.


B.	Either Party may terminate this Agreement by giving written notice to the other Party in the event that the other Party is in material breach of this Agreement and shall have failed to cure such breach within ninety (90) days of receipt of written notice thereof. Written notice of any material breach shall specify the nature of such breach.


E.	By Select Comfort with written notice to Supply Partner if:


I.	If the Party affected by force majeure fails to resume normal operations within 90 days, the unaffected Party can terminate the Agreement by a written notice with immediate effect.


12.5	TERMINATION WITHOUT PREJUDICE: Any termination of this Agreement will be without prejudice to any other remedies which either Party may have against the other or arising out of a breach or default and will not affect any accrued rights or obligations of either Party arising under this Agreement prior to such termination.


12.8	EFFECT OF TERMINATION ON OUTSTANDING PURCHASE ORDERS OR RELEASES: If this Agreement is terminated pursuant to Section12.2 (B) or 12.2 (C), the Party terminating the Agreement shall have the right, at its sole discretion, to either a) accelerate the delivery dates in any issued and outstanding Purchase Orders or Releases; or b) cancel any issued and outstanding Purchase Orders or Releases.