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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 2, 2021
OR

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-25121
_______________________________________________________________________
SLEEP NUMBER 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.)

1001 Third Avenue South |  |
Minneapolis, |  | Minnesota |  | 55404
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code: (763) 551-7000
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, par value $0.01 per share |  | SNBR |  | Nasdaq Global Select Market

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 x NO ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x NO ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☒ |  | Accelerated filer | ☐
Non-accelerated filer | ☐ |  | Smaller reporting company | ☐
|  |  | Emerging growth company | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO x
As of October 2, 2021, 22,647,000 shares of the registrant’s Common Stock were outstanding.

Table of contents
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
INDEX

| Page
PART I: FINANCIAL INFORMATION | 1
Item 1. | Financial Statements (unaudited) | 1
| Condensed Consolidated Balance Sheets | 1
| Condensed Consolidated Statements of Operations | 2
| Condensed Consolidated Statements of Shareholders' Deficit | 3
| Condensed Consolidated Statements of Cash Flows | 4
| Notes to Condensed Consolidated Financial Statements | 5
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 12
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 23
Item 4. | Controls and Procedures | 23
PART II: OTHER INFORMATION | 24
Item 1. | Legal Proceedings | 24
Item 1A. | Risk Factors | 24
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 24
Item 3. | Defaults Upon Senior Securities | 24
Item 4. | Mine Safety Disclosures | 24
Item 5. | Other Information | 24
Item 6. | Exhibits | 25
SIGNATURES | 26

i

Table of contents
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(unaudited - in thousands, except per share amounts)

| October 2, 2021 |  | January 2, 2021
Assets |  |  |
Current assets: |  |  |
Cash and cash equivalents | $ | 1,830 |  |  | $ | 4,243 |
Accounts receivable, net of allowances of $1,116 and $1,046, respectively | 33,388 |  |  | 31,871 |
Inventories | 86,129 |  |  | 81,362 |
Prepaid expenses | 24,346 |  |  | 20,839 |
Other current assets | 49,634 |  |  | 43,489 |
Total current assets | 195,327 |  |  | 181,804 |
Non-current assets: |  |  |
Property and equipment, net | 184,697 |  |  | 175,223 |
Operating lease right-of-use assets | 360,269 |  |  | 314,226 |
Goodwill and intangible assets, net | 71,069 |  |  | 72,871 |
Other non-current assets | 72,258 |  |  | 56,012 |
Total assets | $ | 883,620 |  |  | $ | 800,136 |
Liabilities and Shareholders’ Deficit |  |  |
Current liabilities: |  |  |
Borrowings under revolving credit facility | $ | 359,100 |  |  | $ | 244,200 |
Accounts payable | 163,894 |  |  | 91,904 |
Customer prepayments | 107,802 |  |  | 72,017 |
Accrued sales returns | 28,518 |  |  | 24,765 |
Compensation and benefits | 63,896 |  |  | 76,786 |
Taxes and withholding | 36,590 |  |  | 23,339 |
Operating lease liabilities | 69,316 |  |  | 62,077 |
Other current liabilities | 61,767 |  |  | 60,856 |
Total current liabilities | 890,883 |  |  | 655,944 |
Non-current liabilities: |  |  |
Deferred income taxes | 533 |  |  | 242 |
Operating lease liabilities | 327,521 |  |  | 283,084 |
Other non-current liabilities | 104,749 |  |  | 84,844 |
Total liabilities | 1,323,686 |  |  | 1,024,114 |
Shareholders’ deficit: |  |  |
Undesignated preferred stock; 5,000 shares authorized, no shares issued and outstanding | — |  |  | — |
Common stock, $0.01 par value; 142,500 shares authorized, 22,647 and 25,390 shares issued and outstanding, respectively | 226 |  |  | 254 |
Additional paid-in capital | — |  |  | — |
Accumulated deficit | (440,292) |  |  | (224,232) |
Total shareholders’ deficit | (440,066) |  |  | (223,978) |
Total liabilities and shareholders’ deficit | $ | 883,620 |  |  | $ | 800,136 |

See accompanying notes to condensed consolidated financial statements.
1

Table of contents
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(unaudited - in thousands, except per share amounts)

| Three Months Ended |  | Nine Months Ended
| October 2, 2021 |  | September 26, 2020 |  | October 2, 2021 |  | September 26, 2020
Net sales | $ | 640,393 |  |  | $ | 531,155 |  |  | $ | 1,692,965 |  |  | $ | 1,288,659 |
Cost of sales | 250,039 |  |  | 196,195 |  |  | 653,842 |  |  | 488,558 |
Gross profit | 390,354 |  |  | 334,960 |  |  | 1,039,123 |  |  | 800,101 |
Operating expenses: |  |  |  |  |  |  |
Sales and marketing | 255,512 |  |  | 211,574 |  |  | 685,123 |  |  | 549,483 |
General and administrative | 47,676 |  |  | 44,127 |  |  | 131,488 |  |  | 111,915 |
Research and development | 14,431 |  |  | 9,644 |  |  | 43,633 |  |  | 28,399 |
Total operating expenses | 317,619 |  |  | 265,345 |  |  | 860,244 |  |  | 689,797 |
Operating income | 72,735 |  |  | 69,615 |  |  | 178,879 |  |  | 110,304 |
Interest expense, net | 1,816 |  |  | 1,827 |  |  | 4,400 |  |  | 8,111 |
Income before income taxes | 70,919 |  |  | 67,788 |  |  | 174,479 |  |  | 102,193 |
Income tax expense | 17,198 |  |  | 16,468 |  |  | 31,874 |  |  | 24,363 |
Net income | $ | 53,721 |  |  | $ | 51,320 |  |  | $ | 142,605 |  |  | $ | 77,830 |
Basic net income per share: |  |  |  |  |  |  |
Net income per share – basic | $ | 2.29 |  |  | $ | 1.83 |  |  | $ | 5.84 |  |  | $ | 2.79 |
Weighted-average shares – basic | 23,464 |  |  | 27,973 |  |  | 24,404 |  |  | 27,918 |
Diluted net income per share: |  |  |  |  |  |  |
Net income per share – diluted | $ | 2.22 |  |  | $ | 1.79 |  |  | $ | 5.63 |  |  | $ | 2.73 |
Weighted-average shares – diluted | 24,233 |  |  | 28,634 |  |  | 25,324 |  |  | 28,560 |

See accompanying notes to condensed consolidated financial statements.
2

Table of contents
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Shareholders’ Deficit
(unaudited - in thousands)

| Common Stock |  | Additional Paid-in Capital |  | Accumulated Deficit |  | Total
| Shares |  | Amount |  |  |
Balance at January 2, 2021 | 25,390 |  |  | $ | 254 |  |  | $ | — |  |  | $ | (224,232) |  |  | $ | (223,978) |
Net income | — |  |  | — |  |  | — |  |  | 66,634 |  |  | 66,634 |
Exercise of common stock options | 106 |  |  | 1 |  |  | 2,459 |  |  | — |  |  | 2,460 |
Stock-based compensation | 314 |  |  | 3 |  |  | 6,413 |  |  | — |  |  | 6,416 |
Repurchases of common stock | (1,346) |  |  | (13) |  |  | (8,872) |  |  | (175,297) |  |  | (184,182) |
Balance at April 3, 2021 | 24,464 |  |  | $ | 245 |  |  | $ | — |  |  | $ | (332,895) |  |  | $ | (332,650) |
Net income | — |  |  | — |  |  | — |  |  | 22,250 |  |  | 22,250 |
Exercise of common stock options | 35 |  |  | — |  |  | 1,075 |  |  | — |  |  | 1,075 |
Stock-based compensation | 22 |  |  | — |  |  | 5,969 |  |  | — |  |  | 5,969 |
Repurchases of common stock | (899) |  |  | (9) |  |  | (7,044) |  |  | (93,249) |  |  | (100,302) |
Balance at July 3, 2021 | 23,622 |  |  | $ | 236 |  |  | $ | — |  |  | $ | (403,894) |  |  | $ | (403,658) |
Net income | — |  |  | — |  |  | — |  |  | 53,721 |  |  | 53,721 |
Exercise of common stock options | 10 |  |  | — |  |  | 312 |  |  | — |  |  | 312 |
Stock-based compensation | 19 |  |  | — |  |  | 7,316 |  |  | — |  |  | 7,316 |
Repurchases of common stock | (1,004) |  |  | (10) |  |  | (7,628) |  |  | (90,119) |  |  | (97,757) |
Balance at October 2, 2021 | 22,647 |  |  | $ | 226 |  |  | $ | — |  |  | $ | (440,292) |  |  | $ | (440,066) |

| Common Stock |  | Additional Paid-in Capital |  | Accumulated Deficit |  | Total
| Shares |  | Amount |  |  |
Balance at December 28, 2019 | 27,961 |  |  | $ | 280 |  |  | $ | — |  |  | $ | (159,711) |  |  | $ | (159,431) |
Net income | — |  |  | — |  |  | — |  |  | 39,140 |  |  | 39,140 |
Exercise of common stock options | 167 |  |  | 1 |  |  | 3,282 |  |  | — |  |  | 3,283 |
Stock-based compensation | 396 |  |  | 4 |  |  | 2,047 |  |  | — |  |  | 2,051 |
Repurchases of common stock | (888) |  |  | (9) |  |  | (5,329) |  |  | (35,614) |  |  | (40,952) |
Balance at March 28, 2020 | 27,636 |  |  | $ | 276 |  |  | $ | — |  |  | $ | (156,185) |  |  | $ | (155,909) |
Net loss | — |  |  | — |  |  | — |  |  | (12,630) |  |  | (12,630) |
Exercise of common stock options | 33 |  |  | — |  |  | 817 |  |  | — |  |  | 817 |
Stock-based compensation | 71 |  |  | 1 |  |  | 5,032 |  |  | — |  |  | 5,033 |
Repurchases of common stock | (15) |  |  | — |  |  | (330) |  |  | 1 |  |  | (329) |
Balance at June 27, 2020 | 27,725 |  |  | $ | 277 |  |  | $ | 5,519 |  |  | $ | (168,814) |  |  | $ | (163,018) |
Net income | — |  |  | — |  |  | — |  |  | 51,320 |  |  | 51,320 |
Exercise of common stock options | 20 |  |  | 1 |  |  | 549 |  |  | — |  |  | 550 |
Stock-based compensation | 14 |  |  | — |  |  | 8,470 |  |  | — |  |  | 8,470 |
Repurchases of common stock | (2) |  |  | — |  |  | (148) |  |  | (1) |  |  | (149) |
Balance at September 26, 2020 | 27,757 |  |  | $ | 278 |  |  | $ | 14,390 |  |  | $ | (117,495) |  |  | $ | (102,827) |

See accompanying notes to condensed consolidated financial statements.
3

Table of contents
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(unaudited - in thousands)

| Nine Months Ended
| October 2, 2021 |  | September 26, 2020
Cash flows from operating activities: |  |  |
Net income | $ | 142,605 |  |  | $ | 77,830 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |
Depreciation and amortization | 44,786 |  |  | 46,244 |
Stock-based compensation | 19,701 |  |  | 15,554 |
Net (gain) loss on disposals and impairments of assets | (20) |  |  | 208 |
Deferred income taxes | 291 |  |  | 3,229 |
Changes in operating assets and liabilities: |  |  |
Accounts receivable | (1,517) |  |  | (12,710) |
Inventories | (4,767) |  |  | 3,807 |
Income taxes | 5,615 |  |  | 5,103 |
Prepaid expenses and other assets | (13,879) |  |  | 3,666 |
Accounts payable | 51,543 |  |  | 58,547 |
Customer prepayments | 35,785 |  |  | 40,795 |
Accrued compensation and benefits | (12,725) |  |  | 21,376 |
Other taxes and withholding | 7,636 |  |  | 4,756 |
Other accruals and liabilities | 17,630 |  |  | 18,877 |
Net cash provided by operating activities | 292,684 |  |  | 287,282 |
Cash flows from investing activities: |  |  |
Purchases of property and equipment | (49,370) |  |  | (28,074) |
Proceeds from sales of property and equipment | 257 |  |  | 53 |
Purchase of intangible assets | — |  |  | (945) |
Net cash used in investing activities | (49,113) |  |  | (28,966) |
Cash flows from financing activities: |  |  |
Repurchases of common stock | (381,496) |  |  | (41,923) |
Net increase (decrease) in short-term borrowings | 132,222 |  |  | (220,968) |
Proceeds from issuance of common stock | 3,847 |  |  | 4,650 |
Debt issuance costs | (557) |  |  | (303) |
Net cash used in financing activities | (245,984) |  |  | (258,544) |
Net decrease in cash and cash equivalents | (2,413) |  |  | (228) |
Cash and cash equivalents, at beginning of period | 4,243 |  |  | 1,593 |
Cash and cash equivalents, at end of period | $ | 1,830 |  |  | $ | 1,365 |

See accompanying notes to condensed consolidated financial statements.
4

Table of Contents
SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
1. Business and Summary of Significant Accounting Policies
Business & Basis of Presentation
We prepared the condensed consolidated financial statements as of and for the three and nine months ended October 2, 2021 of Sleep Number Corporation and our 100%-owned subsidiaries (Sleep Number 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 October 2, 2021 and January 2, 2021, and the consolidated results of operations and cash flows for the periods presented. Our historical and quarterly consolidated results of operations may not be indicative of the results that may be achieved for the full year or any future period. Additionally, based on the duration and severity of the current global situation involving the novel coronavirus (COVID-19) pandemic, including but not limited to general economic conditions, consumer confidence, store restrictions mandated by federal, state or local authorities and global supply-chain disruptions, the extent to which COVID-19 will impact our business and our consolidated financial results will depend on future developments, which are highly uncertain and cannot be predicted.
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 January 2, 2021 and other recent filings with the SEC.
The preparation of condensed 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 condensed 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. In addition, during the current environment involving COVID-19, predicting future events will be especially challenging for management. Changes in these estimates will be reflected in the consolidated financial statements in future periods and could be material. Our critical accounting policies consist of stock-based compensation, warranty liabilities and revenue recognition.
The condensed consolidated financial statements include the accounts of Sleep Number Corporation and our 100%-owned subsidiaries. All significant intra-entity balances and transactions have been eliminated in consolidation.
2. Fair Value Measurements
At October 2, 2021 and January 2, 2021, we had $18 million and $12 million, respectively, of debt and equity securities that fund our deferred compensation plan and are classified in other non-current assets. We also had corresponding deferred compensation plan liabilities of $18 million and $12 million at October 2, 2021 and January 2, 2021, respectively, which are included in other non-current 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.
3. Inventories
Inventories consisted of the following (in thousands):

| October 2, 2021 |  | January 2, 2021
Raw materials | $ | 8,748 |  |  | $ | 12,599 |
Work in progress | 93 |  |  | 103 |
Finished goods | 77,288 |  |  | 68,660 |
| $ | 86,129 |  |  | $ | 81,362 |

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AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
4. Goodwill and Intangible Assets, Net
Goodwill and Indefinite-lived Intangible Assets
Goodwill was $64 million at October 2, 2021 and January 2, 2021. Indefinite-lived trade name/trademarks totaled $1.4 million at October 2, 2021 and January 2, 2021.
Definite-lived Intangible Assets
The gross carrying amount of our developed technologies was $19 million at October 2, 2021 and January 2, 2021. Accumulated amortization was $15 million and $13 million at October 2, 2021 and January 2, 2021, respectively. Amortization expense for the three months ended October 2, 2021 and September 26, 2020, was $0.5 million and $0.6 million, respectively. Amortization expense for the nine months ended October 2, 2021 and September 26, 2020, was $1.6 million and $1.7 million, respectively.
The gross carrying amount of our patents, which were acquired in June 2020, was $2.0 million at both October 2, 2021 and January 2, 2021. Accumulated amortization was $0.3 million and $0.1 million at October 2, 2021 and January 2, 2021, respectively. Amortization expense for the three and nine months ended October 2, 2021 was $55 thousand and $0.2 million, respectively. Amortization expense for the three and nine months ended September 26, 2020 was $55 thousand.
Annual amortization for definite-lived intangible assets for subsequent years are as follows (in thousands):

2021 (excluding the nine months ended October 2, 2021) |  | $ | 600 |
2022 |  | 2,403 |
2023 |  | 1,431 |
2024 |  | 222 |
2025 |  | 226 |
2026 |  | 222 |
Thereafter |  | 522 |
Total future amortization for definite-lived intangible assets |  | $ | 5,626 |

5. Credit Agreement
Our credit facility as of October 2, 2021, has a net aggregate commitment amount of $600 million. The credit facility is for general corporate purposes, to meet our seasonal working capital requirements and to repurchase our stock. The credit agreement provides the lenders with a collateral security interest in substantially all of our assets and those of our subsidiaries and requires us to comply with, among other things, a maximum leverage ratio (4.5x) and a minimum interest coverage ratio (3.0x). The credit agreement includes an accordion feature which allows us to increase the amount of the credit facility from $600 million to $800 million, subject to lenders' approval. Under the terms of the credit agreement, we pay a variable rate of interest and a commitment fee based on our leverage ratio. We were in compliance with all financial covenants as of October 2, 2021. The credit facility matures in February 2024.
The following table summarizes our borrowings under the credit facility ($ in thousands):

| October 2, 2021 |  | January 2, 2021
Outstanding borrowings | $ | 359,100 |  |  | $ | 244,200 |
Outstanding letters of credit | $ | 3,997 |  |  | $ | 3,997 |
Additional borrowing capacity | $ | 236,903 |  |  | $ | 201,803 |
Weighted-average interest rate | 1.6 | % |  | 1.5 | %

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SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
6. Leases
We lease our retail, office and manufacturing space under operating leases which, in addition to the minimum lease payments, may require payment of a proportionate share of the real estate taxes and certain building operating expenses. While our local market development approach generally results in long-term participation in given markets, our retail store leases generally provide for an initial lease term of five to 10 years. Our office and manufacturing leases provide for an initial lease term of up to 15 years. In addition, our mall-based retail store leases may require payment of variable rent based on net sales in excess of certain thresholds. Certain leases may contain options to extend the term of the original lease. The exercise of lease renewal options is at our sole discretion. Lease options are included in the lease term only if exercise is reasonably certain at lease commencement. Our lease agreements do not contain any material residual value guarantees. We also lease vehicles and certain equipment under operating leases with an initial lease term of three to five years.
Our operating lease costs include facility, vehicle and equipment lease costs, but exclude variable lease costs. Operating lease costs are recognized on a straight-line basis over the lease term, after consideration of rent escalations and rent holidays. The lease term for purposes of the calculation begins on the earlier of the lease commencement date or the date we take possession of the property. During lease renewal negotiations that extend beyond the original lease term, we estimate straight-line rent expense based on current market conditions. Variable lease costs are recorded when it is probable the cost has been incurred and the amount can be reasonably estimated. Future payments for real estate taxes and certain building operating expenses for which we are obligated are not included in operating lease costs.
At October 2, 2021, our finance right-of-use assets and lease liabilities were not significant.
Lease costs were as follows (in thousands):

| Three Months Ended |  | Nine Months Ended
| October 2, 2021 |  | September 26, 2020 |  | October 2, 2021 |  | September 26, 2020
Operating lease costs(1) | $ | 25,632 |  |  | $ | 22,512 |  |  | $ | 73,623 |  |  | $ | 67,815 |
Variable lease costs | $ | 826 |  |  | $ | 333 |  |  | $ | 2,181 |  |  | $ | 608 |

___________________________
(1)Includes short-term lease costs which are not significant.
The maturities of operating lease liabilities as of October 2, 2021, were as follows(1) (in thousands):

2021 (excluding the nine months ended October 2, 2021) | $ | 23,414 |
2022 | 90,193 |
2023 | 80,741 |
2024 | 68,961 |
2025 | 59,384 |
2026 | 48,662 |
Thereafter | 109,699 |
Total operating lease payments(2) | 481,054 |
Less: Interest | 84,158 |
Present value of operating lease liabilities(3) | $ | 396,896 |

___________________________
(1)During 2020, we deferred certain cash lease payments to future periods. At October 2, 2021, we had deferred cash rent payments of $0.8 million which are excluded from this table and are included in Other current liabilities and Other non-current liabilities.
(2)Total operating lease payments exclude $69 million of legally binding minimum lease payments for leases signed but not yet commenced.
(3)Includes the current portion of $69 million for operating lease liabilities.
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Notes to Condensed Consolidated Financial Statements
(unaudited)
Other information related to operating leases was as follows:

|  | October 2, 2021 |  | January 2, 2021
Weighted-average remaining lease term (years) |  | 6.5 |  | 6.3
Weighted-average discount rate |  | 6.2 | % |  | 6.9 | %

|  | Nine Months Ended
(in thousands) |  | October 2, 2021 |  | September 26, 2020
Cash paid for amounts included in present value of operating lease liabilities |  | $ | 66,561 |  |  | $ | 64,208 |
Right-of-use assets obtained in exchange for operating lease liabilities |  | $ | 78,192 |  |  | $ | 28,772 |

7. Repurchases of Common Stock
Repurchases of our common stock were as follows (in thousands):

| Three Months Ended |  | Nine Months Ended
| October 2, 2021 |  | September 26, 2020 |  | October 2, 2021 |  | September 26, 2020
Amount repurchased under Board-approved share repurchase program | $ | 97,046 |  |  | $ | — |  |  | $ | 364,478 |  |  | $ | 38,111 |
Amount repurchased in connection with the vesting of employee restricted stock grants | 711 |  |  | 149 |  |  | 17,763 |  |  | 3,319 |
Total amount repurchased (based on trade dates) | $ | 97,757 |  |  | $ | 149 |  |  | $ | 382,241 |  |  | $ | 41,430 |

As of October 2, 2021, the remaining authorization under the $600 million share repurchase program was $403 million.
8. Revenue Recognition
Deferred contract assets and deferred contract liabilities are included in our condensed consolidated balance sheets as follows (in thousands):

| October 2, 2021 |  | January 2, 2021
Deferred Contract Assets included in: |  |  |
Other current assets | $ | 27,115 |  |  | $ | 26,593 |
Other non-current assets | 49,125 |  |  | 37,976 |
| $ | 76,240 |  |  | $ | 64,569 |

| October 2, 2021 |  | January 2, 2021
Deferred Contract Liabilities included in: |  |  |
Other current liabilities | $ | 35,430 |  |  | $ | 35,288 |
Other non-current liabilities | 63,703 |  |  | 49,689 |
| $ | 99,133 |  |  | $ | 84,977 |

The deferred revenue and costs related to SleepIQ technology are recognized on a straight-line basis over the product's estimated life of 4.5 years because our inputs are generally expended evenly throughout the performance period. During the three months ended October 2, 2021 and September 26, 2020, we recognized revenue of $8 million and $9 million, respectively, that were included in the deferred contract liability balances at the beginning of the respective periods. During the nine months ended October 2, 2021 and September 26, 2020, we recognized revenue of $22 million and $27 million, respectively, that were included in the deferred contract liability balances at the beginning of the respective periods.
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AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
Revenue from goods and services transferred to customers at a point in time accounted for approximately 99% of our revenues for the three and nine months ended October 2, 2021 and 98% of our revenues for the three and nine months ended September 26, 2020.
Net sales were as follows (in thousands):

| Three Months Ended |  | Nine Months Ended
| October 2, 2021 |  | September 26, 2020 |  | October 2, 2021 |  | September 26, 2020
Retail stores | $ | 565,939 |  |  | $ | 456,756 |  |  | $ | 1,481,780 |  |  | $ | 1,097,872 |
Online, phone, chat and other | 74,454 |  |  | 74,399 |  |  | 211,185 |  |  | 190,787 |
Total Company | $ | 640,393 |  |  | $ | 531,155 |  |  | $ | 1,692,965 |  |  | $ | 1,288,659 |

Obligation for Sales Returns
The activity in the sales returns liability account was as follows (in thousands):

| Nine Months Ended
| October 2, 2021 |  | September 26, 2020
Balance at beginning of year | $ | 24,765 |  |  | $ | 19,809 |
Additions that reduce net sales | 69,877 |  |  | 55,086 |
Deductions from reserves | (66,124) |  |  | (50,810) |
Balance at end of period | $ | 28,518 |  |  | $ | 24,085 |

9. Stock-based Compensation Expense
Total stock-based compensation expense was as follows (in thousands):

| Three Months Ended |  | Nine Months Ended
| October 2, 2021 |  | September 26, 2020 |  | October 2, 2021 |  | September 26, 2020
Stock awards | $ | 6,506 |  |  | $ | 7,930 |  |  | 17,533 |  |  | $ | 13,776 |
Stock options | 810 |  |  | 540 |  |  | 2,168 |  |  | 1,778 |
Total stock-based compensation expense (1) | 7,316 |  |  | 8,470 |  |  | 19,701 |  |  | 15,554 |
Income tax benefit | 1,835 |  |  | 2,081 |  |  | 4,906 |  |  | 3,795 |
Total stock-based compensation expense, net of tax | $ | 5,481 |  |  | $ | 6,389 |  |  | $ | 14,795 |  |  | $ | 11,759 |

___________________________
(1) Changes in stock-based compensation expense reflect the cumulative impact of the change in the expected achievements of certain performance targets.
10. Profit Sharing and 401(k) Plan
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 pay period, we may make a discretionary contribution equal to a percentage of the employee’s contribution. During the three months ended October 2, 2021 and September 26, 2020, our contributions, net of forfeitures, were $2.0 million and $2.1 million, respectively. During the nine months ended October 2, 2021 and September 26, 2020, our contributions, net of forfeitures, were $5.7 million and $4.2 million, respectively.
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AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
11. Net Income per Common Share
The components of basic and diluted net income per share were as follows (in thousands, except per share amounts):

| Three Months Ended |  | Nine Months Ended
| October 2, 2021 |  | September 26, 2020 |  | October 2, 2021 |  | September 26, 2020
Net income | $ | 53,721 |  |  | $ | 51,320 |  |  | $ | 142,605 |  |  | $ | 77,830 |
Reconciliation of weighted-average shares outstanding: |  |  |  |  |  |  |
Basic weighted-average shares outstanding | 23,464 |  |  | 27,973 |  |  | 24,404 |  |  | 27,918 |
Dilutive effect of stock-based awards | 769 |  |  | 661 |  |  | 920 |  |  | 642 |
Diluted weighted-average shares outstanding | 24,233 |  |  | 28,634 |  |  | 25,324 |  |  | 28,560 |
Net income per share – basic | $ | 2.29 |  |  | $ | 1.83 |  |  | $ | 5.84 |  |  | $ | 2.79 |
Net income per share – diluted | $ | 2.22 |  |  | $ | 1.79 |  |  | $ | 5.63 |  |  | $ | 2.73 |

For the three and nine months ended October 2, 2021 and September 26, 2020, anti-dilutive stock-based awards excluded from the diluted net income per share calculations were immaterial.
12. Commitments and Contingencies
Warranty Liabilities
The activity in the accrued warranty liabilities account was as follows (in thousands):

| Nine Months Ended
| October 2, 2021 |  | September 26, 2020
Balance at beginning of year | $ | 12,152 |  |  | $ | 11,345 |
Additions charged to costs and expenses for current-year sales | 12,780 |  |  | 9,111 |
Deductions from reserves | (13,489) |  |  | (8,034) |
Changes in liability for pre-existing warranties during the current year, including expirations | (380) |  |  | (381) |
Balance at end of period | $ | 11,063 |  |  | $ | 12,041 |

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 U.S. generally accepted accounting principles, 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. If a material loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. With respect to currently pending legal proceedings, we have not established an estimated range of reasonably possible material losses either because we believe that we have valid defenses to claims asserted against us, the proceeding has not advanced to a stage of discovery that would enable us to establish an estimate, or the potential loss is not material. We currently do not expect the outcome of pending legal proceedings 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 consolidated results of operations, financial position or cash flows. We expense legal costs as incurred.
On March 27, 2018, Level Sleep, LLC (Level Sleep) filed a patent infringement lawsuit against Sleep Number in the Federal District Court for the Eastern District of Texas. In its Complaint, Level Sleep claims that Sleep Number infringed two patents owned by Level Sleep, U.S. Patent Nos. 6,807,698 and 7,036,172 (the Patents), by, among other things, making, using, offering for sale, or selling within the United States, and/or importing into the United States, beds with sleep surfaces having foam with multiple zones in the longitudinal direction. Level Sleep has asserted that five non-360® beds no longer sold and two current non-360 beds infringe the Patents. Level Sleep seeks damages in the form of a reasonable royalty. Sleep Number has asserted that the Patents are invalid and that our products do not infringe the Patents. On January 14, 2020, the Court granted summary judgment in favor of Sleep Number, finding
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SLEEP NUMBER CORPORATION
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
that Sleep Number’s products do not infringe the Patents. Level Sleep filed an appeal of the Court’s summary judgment order to the Federal Circuit Court of Appeals which issued a decision on July 13, 2021, affirming the Court's summary judgment order and dismissal of Level Sleep's claims.
13. COVID-19 Pandemic
At the onset of the COVID-19 pandemic in mid-March 2020, government restrictions resulted in the temporary closure of most of our retail stores, with 47% of our stores closed on average during the second quarter of 2020. While prioritizing the safety of our team, serving our customers and ensuring business continuity, we swiftly took decisive actions to strengthen our liquidity, cash flows and financial position, and mitigate the future impact on our operations and financial performance.
The COVID-19 pandemic mainly impacted our second quarter of 2020 financial performance, as we generated strong demand and financial performance during the full-year of 2020 and the first nine months of 2021. However, the pandemic's future effects on our global supply chain, consumer demand and ongoing financial performance remains uncertain. See Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q and Part I: Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021, for additional discussion on the COVID-19 pandemic and the impact on our business.
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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 condensed consolidated 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 eight sections:
•Forward-Looking Statements and Risk Factors
•Business Overview
•COVID-19 Pandemic - Impact on our Business
•Results of Operations
•Liquidity and Capital Resources
•Non-GAAP Data Reconciliations
•Off-Balance-Sheet Arrangements and Contractual Obligations
•Critical Accounting Policies
Forward-Looking Statements and Risk Factors
The discussion in this Quarterly Report 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;
•Risks inherent in outbreaks of pandemics or contagious disease, including the COVID-19 pandemic;
•The effectiveness of our marketing messages;
•The efficiency of our advertising and promotional efforts;
•Our ability to execute our Total Retail 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;
•Claims that our products, processes, advertising, or trademarks infringe the intellectual property rights of others;
•Availability of attractive and cost-effective consumer credit options;
•Our manufacturing processes with minimal levels of inventory, which may leave us vulnerable to shortages in supply;
•Our dependence on significant suppliers and third parties and our ability to maintain relationships with key suppliers or third parties, including several sole-source suppliers or providers of services;
•Rising commodity costs and other inflationary pressures;
•Risks inherent in global sourcing activities, including tariffs, outbreaks of pandemics or contagious diseases, strikes and the potential for shortages in supply;
•Risks of disruption in the operation of any of our main manufacturing facilities or assembly facilities;
•Increasing government regulation;
•Pending or unforeseen litigation and the potential for adverse publicity associated with litigation;
•The adequacy of our and third-party information systems to meet the evolving needs of our business and existing and evolving risks and regulatory standards applicable to data privacy and security;
•The costs and potential disruptions to our business related to upgrading our information systems;
•The vulnerability of our and third-party information systems to attacks by hackers or other cyber threats that could compromise the security of our systems, result in a data breach or disrupt our business; and
•Our ability to attract, retain and motivate qualified management, executive and other key team members, including qualified retail sales professionals and managers.
Additional information concerning these, and other risks and uncertainties is contained under the caption “Risk Factors” below in Part II: Item 1A of this Quarterly Report on Form 10-Q and under the same caption in our Annual Report on Form 10-K.
We have no obligation to publicly update or revise any of the forward-looking statements contained in this Quarterly Report on Form 10-Q.
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Business Overview
Individuality is core to Sleep Number. Our purpose driven Company is comprised of over 5,000 passionate team members who are dedicated to our mission of improving lives by individualizing sleep experiences. Our award-winning 360 smart beds provide each sleeper with effortlessly adjustable, individualized comfort for proven-quality sleep. With a purpose of improving the health and wellbeing of society through higher-quality sleep, we have already improved over 13 million lives.
Sleep science and data are the foundation of our innovations. Our 360 smart beds benefit from our proprietary SleepIQ technology, which leverages and learns from nearly 12 billion hours' worth of highly-accurate sleep data. This enables our 360 smart beds to provide effortless comfort and sleep health insights for each sleeper, including their daily SleepIQ score.
Sleep Number is a leader in sleep innovation. By pairing our data and innovations with meaningful collaborations including world-leading partners in sleep, we are leveraging the potential of our research and technology to advance sleep health and sleep science, develop new products, services and synergistic interactions. Our vertically integrated business model and role as the exclusive designer, manufacturer, marketer, retailer and servicer of Sleep Number beds allows us to offer consumers high-quality, individualized sleep solutions and services.
We generate revenue by marketing our innovations directly to new and existing customers, and selling products through our Stores, Online, Phone, Chat (Total Retail) and Other.
We are committed to delivering superior shareholder value by: (1) increasing consumer demand; (2) leveraging our business model; and (3) deploying capital efficiently.
COVID-19 Pandemic - Impact on our Business
At the onset of the COVID-19 pandemic in mid-March 2020, government restrictions resulted in the temporary closure of most of our retail stores, with 47% of our stores closed on average during the second quarter of 2020. While prioritizing the safety of our team, serving our customers and ensuring business continuity, we swiftly took decisive actions to strengthen our liquidity, cash flows and financial position, and mitigate the future impact on our operations and financial performance.
The COVID-19 pandemic mainly impacted our second quarter of 2020 financial performance, as we generated strong demand and financial performance during the full-year of 2020 and the first nine months of 2021. However, the pandemic's future effects on our global supply chain, consumer demand and our ongoing financial performance remains uncertain. See Part I: Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q and Part I: Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended January 2, 2021, for additional discussion on the COVID-19 pandemic and the impact on our business.
Results of Operations
Quarterly and Year-to-Date Results
Quarterly and year-to-date operating results may fluctuate significantly as a result of a variety of factors, including increases or decreases in sales, timing, amount and effectiveness of advertising expenditures, changes in sales return rates or warranty experience, timing of investments in growth initiatives and infrastructure, timing of store openings/closings and related expenses, changes in net sales resulting from changes in our store base, timing of new product introductions and related expenses, timing of promotional offerings, competitive factors, changes in commodity costs, disruptions in global supplies or third-party service providers, seasonality of retail and bedding industry sales, consumer confidence and general economic conditions. In addition, based on the duration and severity of the current global situation involving the COVID-19 pandemic, the extent to which our business and our condensed consolidated financial results are impacted will depend on future developments, which are highly uncertain and cannot be predicted. 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 October 2, 2021 were as follows:
•Net sales for the three months ended October 2, 2021 increased 21% to $640 million, compared with $531 million for the three months ended September 26, 2020. Net sales for the current quarter increased 35% compared with $475 million for the three months ended September 28, 2019. Global supply constraints continued to impact our delivered net sales for the three months ended October 2, 2021, but to a lesser extent as compared to the three months ended July 3, 2021.
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•The 21% net sales increase consisted of a 16% comparable sales increase in Total Retail and sales from 36 net new stores opened in the past 12 months that added 5 percentage points (ppt.) of growth. For additional details, see the components of total net sales change on page 15.
•Sales per store (sales for stores open at least one year, Total Retail, including online, phone and chat) on a trailing twelve-month basis for the period ended October 2, 2021 totaled $3.7 million, 26% higher than the same period last year.
•Operating income for the three months ended October 2, 2021 was $73 million, an increase of $3 million, compared with $70 million in the prior-year period. The $3 million increase in operating income was driven by the 21% increase in net sales, a 0.4 ppt. reduction in our operating expenses rate, partially offset by a 2.1 ppt. decrease in our gross profit rate. Operating income for the current quarter increased 86% compared with $39 million for the same period of 2019.
•The 2.1 ppt. gross profit rate decrease was primarily due to incremental costs from labor and material inflation, and expediting costs resulting from current-period supply-chain shortages, partially offset by the leveraging impact of the 21% net sales increase and a more favorable sales mix of higher-margin products. See the Gross profit discussion on page 17 for additional details.
•The 0.4 ppt. reduction in our operating expenses rate was mainly due to the leveraging impact of the 21% net sales increase and digitally-led operating efficiencies. During the three months ended October 2, 2021, we continued to prioritize investments in near- and long-term growth drivers, including $14 million of R&D expenses, 50% more than the same period one year ago.
•Net income for the three months ended October 2, 2021 increased to $54 million, compared with $51 million for the same period one year ago. Net income per diluted share was $2.22, compared with $1.79 last year and $0.94 for the three months ended September 28, 2019.
•We achieved a return on invested capital (ROIC) of 35% on a trailing twelve-month basis for the period ended October 2, 2021, compared with 21% for the comparable period one year ago.
•Cash provided by operating activities for the nine months ended October 2, 2021 increased to $293 million, compared with $287 million for the same period one year ago.
•As of October 2, 2021, we had $359 million of borrowings under our revolving credit facility and available n et liquidity of $237 million.
•On April 21, 2021, we amended our revolving credit facility to expand the aggregate availability from $450 million to $600 million. We also replenished our outstanding share repurchase authorization to $600 million effective at the beginning of the fiscal second quarter, April 4, 2021. We remain committed to our capital deployment priorities focused on performance drivers.
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The following table sets forth 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
| October 2, 2021 |  | September 26, 2020 |  | October 2, 2021 |  | September 26, 2020
Net sales | $ | 640.4 |  |  | 100.0 | % |  | $ | 531.2 |  |  | 100.0 | % |  | $ | 1,693.0 |  |  | 100.0 | % |  | $ | 1,288.7 |  |  | 100.0 | %
Cost of sales | 250.0 |  |  | 39.0 | % |  | 196.2 |  |  | 36.9 | % |  | 653.8 |  |  | 38.6 | % |  | 488.6 |  |  | 37.9 | %
Gross profit | 390.4 |  |  | 61.0 | % |  | 335.0 |  |  | 63.1 | % |  | 1,039.1 |  |  | 61.4 | % |  | 800.1 |  |  | 62.1 | %
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Sales and marketing | 255.5 |  |  | 39.9 | % |  | 211.6 |  |  | 39.8 | % |  | 685.1 |  |  | 40.5 | % |  | 549.5 |  |  | 42.6 | %
General and administrative | 47.7 |  |  | 7.4 | % |  | 44.1 |  |  | 8.3 | % |  | 131.5 |  |  | 7.8 | % |  | 111.9 |  |  | 8.7 | %
Research and development | 14.4 |  |  | 2.3 | % |  | 9.6 |  |  | 1.8 | % |  | 43.6 |  |  | 2.6 | % |  | 28.4 |  |  | 2.2 | %
Total operating expenses | 317.6 |  |  | 49.6 | % |  | 265.3 |  |  | 50.0 | % |  | 860.2 |  |  | 50.8 | % |  | 689.8 |  |  | 53.5 | %
Operating income | 72.7 |  |  | 11.4 | % |  | 69.6 |  |  | 13.1 | % |  | 178.9 |  |  | 10.6 | % |  | 110.3 |  |  | 8.6 | %
Interest expense, net | 1.8 |  |  | 0.3 | % |  | 1.8 |  |  | 0.3 | % |  | 4.4 |  |  | 0.3 | % |  | 8.1 |  |  | 0.6 | %
Income before income taxes | 70.9 |  |  | 11.1 | % |  | 67.8 |  |  | 12.8 | % |  | 174.5 |  |  | 10.3 | % |  | 102.2 |  |  | 7.9 | %
Income tax expense | 17.2 |  |  | 2.7 | % |  | 16.5 |  |  | 3.1 | % |  | 31.9 |  |  | 1.9 | % |  | 24.4 |  |  | 1.9 | %
Net income | $ | 53.7 |  |  | 8.4 | % |  | $ | 51.3 |  |  | 9.7 | % |  | $ | 142.6 |  |  | 8.4 | % |  | $ | 77.8 |  |  | 6.0 | %
Net income per share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic | $ | 2.29 |  |  |  |  | $ | 1.83 |  |  |  |  | $ | 5.84 |  |  |  |  | $ | 2.79 |  |  |
Diluted | $ | 2.22 |  |  |  |  | $ | 1.79 |  |  |  |  | $ | 5.63 |  |  |  |  | $ | 2.73 |  |  |
Weighted-average number of common shares: |  |  |  |  |  |  |  |  |  |  |  |
Basic | 23.5 |  |  |  |  | 28.0 |  |  |  |  | 24.4 |  |  |  |  | 27.9 |  |  |
Diluted | 24.2 |  |  |  |  | 28.6 |  |  |  |  | 25.3 |  |  |  |  | 28.6 |  |  |

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

| Three Months Ended |  | Nine Months Ended
| October 2, 2021 |  | September 26, 2020 |  | October 2, 2021 |  | September 26, 2020
Retail stores | 88.4 | % |  | 86.0 | % |  | 87.5 | % |  | 85.2 | %
Online, phone, chat and other | 11.6 | % |  | 14.0 | % |  | 12.5 | % |  | 14.8 | %
Total Company | 100.0 | % |  | 100.0 | % |  | 100.0 | % |  | 100.0 | %

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

| Three Months Ended |  | Nine Months Ended
| October 2, 2021 |  | September 26, 2020 |  | October 2, 2021 |  | September 26, 2020
Sales change rates: |  |  |  |  |  |  |
Retail comparable-store sales (1) | 19 | % |  | 2 | % |  | 32 | % |  | (8 | %)
Online, phone and chat | 0 | % |  | 111 | % |  | 11 | % |  | 109 | %
Total Retail comparable sales change (1) | 16 | % |  | 11 | % |  | 28 | % |  | 1 | %
Net opened/closed stores and other | 5 | % |  | 1 | % |  | 3 | % |  | 2 | %
Total Company | 21 | % |  | 12 | % |  | 31 | % |  | 3 | %

___________________________
(1)Stores are included in the comparable-store calculations in the 13th full month of operations. Stores that have been remodeled or repositioned within the same shopping center remain in the comparable-store base.
15

Other sales metrics were as follows:

| Three Months Ended |  | Nine Months Ended
| October 2, 2021 |  | September 26, 2020 |  | October 2, 2021 |  | September 26, 2020
Average sales per store (1)(4) ($ in thousands) | $ | 3,689 |  |  | $ | 2,920 |  |  |  |  |
Average sales per square foot (1)(4) | $ | 1,249 |  |  | $ | 1,012 |  |  |  |  |
Stores > $2 million in net sales (2)(4) | 85 | % |  | 64 | % |  |  |  |
Stores > $3 million in net sales (2)(4) | 50 | % |  | 26 | % |  |  |  |
Average revenue per mattress unit (3) | $ | 5,021 |  |  | $ | 4,802 |  |  | $ | 5,045 |  |  | $ | 4,824 |

___________________________
(1)Trailing-twelve months Total Retail comparable sales per store open at least one year.
(2)Trailing-twelve months for stores open at least one year (excludes online, phone and chat sales).
(3)Represents Total Retail (stores, online, phone and chat) net sales divided by Total Retail mattress units.
(4)Fiscal 2020 included 53 weeks, as compared to 52 weeks in fiscal 2021 and 2019. The additional week in 2020 was in the fiscal fourth quarter. Total Retail comparable sales have been adjusted to remove the estimated impact of the additional week on those metrics.
The number of retail stores operating was as follows:

| Three Months Ended |  | Nine Months Ended
| October 2, 2021 |  | September 26, 2020 |  | October 2, 2021 |  | September 26, 2020
Beginning of period | 621 |  |  | 598 |  |  | 602 |  |  | 611 |
Opened | 18 |  |  | 6 |  |  | 55 |  |  | 20 |
Closed | (7) |  |  | (8) |  |  | (25) |  |  | (35) |
End of period | 632 |  |  | 596 |  |  | 632 |  |  | 596 |

16

Comparison of Three Months Ended October 2, 2021 with Three Months Ended September 26, 2020
Net sales
Net sales for the three months ended October 2, 2021 increased by $109 million, or 21%, to $640 million, compared with $531 million for the same period one year ago. Net sales for the current quarter increased 35% compared with $475 million for the three months ended September 28, 2019. Global supply constraints continued to impact our delivered net sales for the three months ended October 2, 2021, but to a lesser extent as compared to the three months ended July 3, 2021.
The 21% net sales increase consisted primarily of a 16% comparable sales increase in Total Retail and sales from 36 net new stores opened in the past 12 months that added 5 percentage points (ppt.) of growth. For additional details, see the components of total net sales change on page 15.
The $109 million net sales increase compared with the same period one year ago was comprised of the following: (i) an $81 million increase in our Total Retail comparable net sales; and (ii) a $28 million increase from net store openings. Total Retail mattress unit sales increased 15% compared with the prior year. Total Retail average revenue per mattress unit increased by 5% to $5,021, compared with $4,802 in the prior-year period.
Gross profit
Gross profit of $390 million for the three months ended October 2, 2021 increased by $55 million, or 17%, compared with $335 million for the same period one year ago. The gross profit rate declined to 61.0% of net sales for the three months ended October 2, 2021, compared with 63.1% for the prior-year comparable period.
The current-year gross profit rate decrease of 2.1 ppt. was mainly due to: (i) incremental costs from labor and material inflation, and expediting costs resulting from current-period supply-chain shortages (3.9 ppt.); partially offset by (ii) the leverage from the 21% net sales increase, combined with a more favorable sales mix of higher-margin products. In addition, our gross profit rate will fluctuate from quarter to quarter due to a variety of other factors, including return and exchange costs, and changes in performance-based incentive compensation.
Sales and marketing expenses
Sales and marketing expenses for the three months ended October 2, 2021 were $256 million, or 39.9% of net sales, compared with $212 million, or 39.8% of net sales, for the same period one year ago. The current-year sales and marketing expenses rate increase of 0.1 ppt. was primarily due to: (i) restored marketing expenses which were temporarily reduced last year when we implemented appropriate expense management actions in response to the COVID-19 pandemic; partially offset by (ii) the leveraging impact of the 21% net sales increase; and (iii) efficiency gains through our digital ecosystem and operating initiatives. Efficiency gains and operating initiatives included improved store operating productivity.
General and administrative expenses
General and administrative (G&A) expenses totaled $48 million, or 7.4% of net sales, for the three months ended October 2, 2021, compared with $44 million, or 8.3% of net sales, in the prior-year period. The $3.5 million increase in G&A expenses consisted mainly of: (i) a $1.2 million increase in employee compensation primarily resulting from the growth of our business (prior year included the temporary and permanent elimination of certain roles due to changing business needs based on the COVID-19 pandemic); (ii) a $1.5 million increase in professional and consulting expenses; and (iii) a $0.8 million net increase in other miscellaneous expenses. The G&A expenses rate decreased by 0.9 ppt. in the current-year period, compared with the same period one year ago due to leveraging impact of the 21% net sales increase, partially offset by the items discussed above.
Research and development expenses
Research and development (R&D) expenses increased by 50% to $14 million for the three months ended October 2, 2021, compared with $10 million for the same period last year as we continued to prioritize our long-term innovation initiatives.
Income tax expense
Income tax expense totaled $17.2 million for the three months ended October 2, 2021, compared with $16.5 million last year. The effective income tax rate for the three months ended October 2, 2021 was 24.3%, consistent with the comparable period last year.
17

Comparison of Nine Months Ended October 2, 2021 with Nine Months Ended September 26, 2020
Net sales
Net sales for the nine months ended October 2, 2021 increased by $404 million, or 31%, to $1.7 billion, compared with $1.3 billion for the same period one year ago and increased 35% compared with $1.3 billion for the same period of 2019. 2020 year-to-date net sales were impacted by the COVID-19 pandemic, ensuing government restrictions and temporary closure of 47% of our retail stores on average during the second quarter of 2020. Global supply constraints, which began late in the second quarter of 2021, continued to impact our delivered third-quarter 2021 net sales, but to a lesser extent as compared to the three months ended July 3, 2021.
The 31% net sales increase consisted of a 28% comparable sales increase in Total Retail in addition to 3 percentage points (ppt.) of sales growth from net new stores opened in the past 12 months. For additional details, see the components of total net sales change on page 15.
The $404 million net sales increase compared with the same period one year ago was comprised of the following: (i) a $330 million increase in our Total Retail comparable net sales; (ii) a $54 million increase resulting from net store openings; and (iii) a $20 million increase in phone, online, chat and other sales. Total Retail mattress unit sales increased 26% compared with the prior year. Average revenue per mattress unit in Total Retail increased by 5% to $5,045, compared with $4,824 in the prior-year period.
Gross profit
Gross profit of $1.0 billion increased by $239 million, or 30%, compared with $800 million for the same period one year ago. The gross profit rate decreased to 61.4% of net sales for the nine months ended October 2, 2021, compared with 62.1% for the prior-year comparable period.
The current-year gross profit rate decrease of 0.7 ppt. was mainly due to: (i) incremental costs from labor and material inflation, and expediting costs resulting from current-year supply-chain shortages (1.9 ppt.); partially offset by (ii) leverage from the 31% net sales increase combined with a more favorable sales mix of higher-margin products (1.2 ppt.). Our prior-year's sales mix was negatively impacted by temporary store closures due to the pandemic. In addition, our gross profit rate will fluctuate from quarter to quarter due to a variety of other factors, including return and exchange costs, and changes in performance-based incentive compensation.
Sales and marketing expenses
Sales and marketing expenses for the nine months ended October 2, 2021 were $685 million, or 40.5% of net sales, compared with $549 million, or 42.6% of net sales, for the same period one year ago. The current-year sales and marketing expenses rate decrease of 2.1 ppt. was primarily due to: (i) the leveraging impact of the 31% net sales increase; and (ii) efficiency gains through our digital ecosystem and operating initiatives. Efficiency gains and operating initiatives included improved store operating productivity.
General and administrative expenses
General and administrative (G&A) expenses totaled $131 million, or 7.8% of net sales, for the nine months ended October 2, 2021, compared with $112 million, or 8.7% of net sales, in the prior-year period. The $20 million increase in G&A expenses consisted of: (i) a $13 million increase in employee compensation resulting from the growth of our business (prior year included the temporary and permanent elimination of certain roles due to changing business needs based on the COVID-19 pandemic); (ii) a $4 million year-over-year increase in company-wide performance-based incentive compensation; and (iii) $3 million of additional professional and consulting fees. The G&A expenses rate decreased by 0.9 ppt. in the current-year period, compared with the same period one year ago due to the leveraging impact of the 31% net sales increase, partially offset by the items discussed above.
Research and development expenses
Research and development (R&D) expenses increased by 54% to $44 million for the nine months ended October 2, 2021, compared with $28 million for the same period one year ago. The R&D expense rate for the nine months ended October 2, 2021 increased to 2.6% of net sales, compared with 2.2% of net sales for the prior year. The spending level increase supports our ongoing consumer innovation strategy.
Interest expense, net
Interest expense, net decreased to $4.4 million for the nine months ended October 2, 2021, compared with $8.1 million for the same period one year ago. The $3.7 million decrease was mainly driven by a reduction in the weighted-average interest rate on borrowings and a lower level of outstanding borrowings during the nine months ended October 2, 2021, compared with the same period one year
18

ago. In March 2020, we fully drew down our credit line and secured a $75 million term loan to increase liquidity and preserve financial flexibility during the COVID-19 disruption. We repaid the $75 million term loan in September 2020.
Income tax expense
Income tax expense totaled $32 million for the nine months ended October 2, 2021, compared with $24 million last year. The effective income tax rate for the nine months ended October 2, 2021 decreased to 18.3%, compared with 23.8% for the comparable period last year, reflecting higher stock-based compensation excess tax benefits in the current-year nine-month period.
Liquidity and Capital Resources
Managing our liquidity and capital resources is an important part of our commitment to deliver superior shareholder value over time. Our primary sources of liquidity are cash flows provided by operating activities and cash available under our $600 million revolving credit facility (increased from $450 million to $600 million as of April 21, 2021). The 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.
Changes in cash and cash equivalents during the nine months ended October 2, 2021 primarily consisted of $293 million of cash provided by operating activities and a $132 million net increase in short-term borrowings, offset by $49 million of cash used to purchase property and equipment, and $381 million of cash used to repurchase our common stock (based on settlement, $364 million under our Board-approved share repurchase program and $18 million in connection with the vesting of employee restricted stock grants).
The following table summarizes our cash flows ($ in millions). Amounts may not add due to rounding differences:

| Nine Months Ended
| October 2, 2021 |  | September 26, 2020
Total cash provided by (used in): |  |  |
Operating activities | $ | 292.7 |  |  | $ | 287.3 |
Investing activities | (49.1) |  |  | (29.0) |
Financing activities | (246.0) |  |  | (258.5) |
Net decrease in cash and cash equivalents | $ | (2.4) |  |  | $ | (0.2) |

Cash provided by operating activities for the nine months ended October 2, 2021 was $293 million, compared with $287 million for the nine months ended September 26, 2020. Significant components of the year-over-year change in cash provided by operating activities included: (i) a $65 million increase in net income for the nine months ended October 2, 2021, compared with the same period one year ago; (ii) a $34 million fluctuation in the amount of compensation and benefits accrued and timing of the related payments resulting from year-over-year changes in Company-wide performance-based incentive compensation; (iii) an $18 million fluctuation in prepaid expenses and other assets due to both periods being impacted by the timing of rent payments and prior-year's reduction in business activities due to the pandemic; and (iv) an $11 million change in accounts receivable due to timing of year-over-year changes in sales orders and customer deliveries.
Net cash used in investing activities to purchase property and equipment was $49 million for the nine months ended October 2, 2021, compared with $28 million for the same period one year ago. The year-over-year increase was due to higher property and equipment purchases for new and remodeled stores. Prior-year property and equipment purchases reflect actions taken to temporarily reduce capital spending based on the economic uncertainties associated with the pandemic.
Net cash used in financing activities was $246 million for the nine months ended October 2, 2021, compared with $259 million for the same period last year. During the nine months ended October 2, 2021, we repurchased $381 million of our stock (based on settlement dates, $364 million under our Board-approved share repurchase program and $18 million in connection with the vesting of employee restricted stock awards), compared with $42 million during the same period one year ago. Based on the uncertainty surrounding the impact of COVID-19, in March 2020 we temporarily suspended share repurchases. Short-term borrowings increased by $132 million during the current-year period due to a $115 million increase in borrowings under our revolving credit facility to $359 million and a $17 million increase in book overdrafts which are included in the net change in short-term borrowings. Short-term borrowings decreased by $221 million during the prior-year period due to a $198 million decrease in borrowings under our credit facility to $34 million and a $23 million decrease in book overdrafts which are included in the net change in short-term borrowings.
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Under our Board-approved share repurchase program, we repurchased 3.1 million shares at a cost of $364 million (based on trade dates, an average of $116.79 per share) during the nine months ended October 2, 2021. During the nine months ended September 26, 2020, we repurchased 0.8 million shares at a cost of $38 million (based on trade dates, an average of $49.42 per share). There is no expiration date governing the period over which we can repurchase shares. Effective as of April 4, 2021, our Board approved an increase in our total remaining share repurchase authorization to $600 million. There is $403 million remaining authorization under our share repurchase program at October 2, 2021.
As of October 2, 2021, we had $359 million of borrowings under our revolving credit facility. We also had $4 million in outstanding letters of credit. Net liquidity available under our credit facility was $237 million at October 2, 2021. The credit agreement provides the lenders with a collateral security interest in substantially all of our assets and those of our subsidiaries and requires us to comply with, among other things, a maximum leverage ratio (4.5x) and a minimum interest coverage ratio (3.0x). Our leverage ratio as defined in our credit agreement was 2.2x as of October 2, 2021. Under the terms of the credit agreement, we pay a variable rate of interest and a commitment fee based on our leverage ratio. The credit agreement is for general corporate purposes, to meet our seasonal working capital requirements and to repurchase our stock. As of October 2, 2021, the weighted-average interest rate on borrowings under the credit facility was 1.6% and we were in compliance with all financial covenants.
On April 21, 2021, we amended our revolving credit facility to increase our net aggregate availability from $450 million to $600 million. We maintain the accordion feature which allows us to increase the amount of the credit facility from $600 million to $800 million, subject to lenders’ approval. The amended credit facility matures in February 2024. There were no other significant changes to the credit facility’s terms and conditions.
We have an agreement with Synchrony Bank to offer qualified customers revolving credit arrangements to finance their purchases from us (Synchrony Agreement). The Synchrony Agreement contains financial covenants consistent with our credit facility, including a maximum leverage ratio and a minimum interest coverage ratio. As of October 2, 2021, we were in compliance with all financial covenants.
Under the terms of the Synchrony Agreement, Synchrony 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. As the accounts are owned by Synchrony Bank, at no time are the accounts purchased or acquired from us. We are not liable to Synchrony Bank for our customers’ credit defaults.
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Index
Non-GAAP Data Reconciliations
Earnings before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)
We define earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) as net income plus: income tax expense, interest expense, depreciation and amortization, stock-based compensation and asset impairments. 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 are as follows (in thousands):

| Three Months Ended |  | Fifty-Three Weeks Ended |  | Fifty-Two Weeks Ended
| October 2, 2021 |  | September 26, 2020 |  | October 2, 2021 |  | September 26, 2020
Net income | $ | 53,721 |  |  | $ | 51,320 |  |  | $ | 203,964 |  |  | $ | 101,923 |
Income tax expense | 17,198 |  |  | 16,468 |  |  | 44,294 |  |  | 30,642 |
Interest expense | 1,816 |  |  | 1,829 |  |  | 5,214 |  |  | 10,829 |
Depreciation and amortization | 14,820 |  |  | 15,083 |  |  | 59,539 |  |  | 61,071 |
Stock-based compensation | 7,317 |  |  | 8,470 |  |  | 25,961 |  |  | 20,177 |
Asset impairments | 23 |  |  | 11 |  |  | 154 |  |  | 276 |
Adjusted EBITDA | $ | 94,895 |  |  | $ | 93,181 |  |  | $ | 339,126 |  |  | $ | 224,918 |

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 operating activities,” 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 (in thousands):

| Nine Months Ended |  | Fifty-Three Weeks Ended |  | Fifty-Two Weeks Ended
| October 2, 2021 |  | September 26, 2020 |  | October 2, 2021 |  | September 26, 2020
Net cash provided by operating activities | $ | 292,684 |  |  | $ | 287,282 |  |  | $ | 285,063 |  |  | $ | 286,610 |
Subtract: Purchases of property and equipment | 49,370 |  |  | 28,074 |  |  | 58,396 |  |  | 40,556 |
Free cash flow | $ | 243,314 |  |  | $ | 259,208 |  |  | $ | 226,667 |  |  | $ | 246,054 |

21

Index
Non-GAAP Data Reconciliations (continued)
Return on Invested Capital (ROIC)
(dollars in thousands)
ROIC is a financial measure we use to determine how efficiently we deploy our capital. It quantifies the return we earn on our invested capital. Management believes ROIC is also a useful metric for investors and financial analysts. We compute ROIC as outlined below. Our definition and calculation of ROIC may not be comparable to similarly titled definitions and calculations used by other companies. The tables below reconcile net operating profit after taxes (NOPAT) and total invested capital, which are non-GAAP financial measures, to the comparable GAAP financial measures:

| Fifty-Three Weeks Ended |  | Fifty-Two Weeks Ended
| October 2, 2021 |  | September 26, 2020
Net operating profit after taxes (NOPAT) |  |  |
Operating income | $ | 253,472 |  |  | $ | 143,295 |
Add: Rent expense (1) | 98,839 |  |  | 91,142 |
Add: Interest income | — |  |  | 97 |
Less: Depreciation on capitalized operating leases (2) | (25,030) |  |  | (23,700) |
Less: Income taxes (3) | (78,975) |  |  | (50,584) |
NOPAT | $ | 248,306 |  |  | $ | 160,250 |
Average invested capital |  |  |
Total deficit | $ | (440,066) |  |  | $ | (102,827) |
Add: Long-term debt (4) | 359,666 |  |  | 34,177 |
Add: Capitalized operating lease obligations (5) | 790,712 |  |  | 729,136 |
Total invested capital at end of period | $ | 710,312 |  |  | $ | 660,486 |
Average invested capital (6) | $ | 717,670 |  |  | $ | 770,197 |
Return on invested capital (ROIC) (7) | 34.6 | % |  | 20.8 | %

___________________________
(1)Rent expense is added back to operating income to show the impact of owning versus leasing the related assets.
(2)Depreciation is based on the average of the last five fiscal quarters' ending capitalized operating lease obligations (see note 5) for the respective reporting periods with an assumed thirty-year useful life. This life assumption is based on our long-term participation in given markets though specific retail location lease commitments are generally 5 to 10 years at inception. This is subtracted from operating income to illustrate the impact of owning versus leasing the related assets.
(3)Reflects annual effective income tax rates, before discrete adjustments, of 24.1% and 24.0% for 2021 and 2020, respectively.
(4)Long-term debt includes existing finance lease liabilities.
(5)A multiple of eight times annual rent expense is used as an estimate for capitalizing our operating lease obligations. The methodology utilized aligns with the methodology of a nationally recognized credit rating agency.
(6)Average invested capital represents the average of the last five fiscal quarters' ending invested capital balances.
(7)ROIC equals NOPAT divided by average invested capital.
Note - Our ROIC calculation and data are considered non-GAAP financial measures and are not in accordance with, or preferable to, GAAP financial data. However, we are providing this information as we believe it facilitates analysis of the Company's financial performance by investors and financial analysts.
GAAP - generally accepted accounting principles in the U.S.
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Index
Off-Balance-Sheet Arrangements and Contractual Obligations
As of October 2, 2021, we were not involved in any unconsolidated special purpose entity transactions. Other than our $4 million in outstanding letters of credit, we do not have any off-balance-sheet financing.
There have been no material changes in our contractual obligations, other than the amendments to our credit agreement, since the end of fiscal 2020. See Note 5, Credit Agreement, 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 January 2, 2021 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 January 2, 2021. There were no significant changes in our critical accounting policies since the end of fiscal 2020.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to changes in market-based short-term interest rates that will impact our net interest expense. If overall interest rates were one percentage point higher than current rates, our annual net income would decrease by $2.7 million based on the $359 million of borrowings under our credit facility at October 2, 2021. We do not manage the interest-rate volatility risk of borrowings under our credit facility through the use of derivative instruments.
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 principal executive officer and principal 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 Control
There were no changes in our internal control over financial reporting during the fiscal quarter ended October 2, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Index
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Our legal proceedings are discussed in Note 12, Commitments and Contingencies, Legal Proceedings, in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
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

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(3)
July 4, 2021 through July 31, 2021 |  | 186,186 |  |  | $ | 100.40 |  |  | 185,715 |  |  | $ | 481,344,000 |
August 1, 2021 through August 28, 2021 |  | 377,513 |  |  | $ | 98.02 |  |  | 377,250 |  |  | $ | 444,366,000 |
August 29, 2021 through October 2, 2021 |  | 439,815 |  |  | $ | 95.63 |  |  | 433,022 |  |  | $ | 402,939,000 |
Total |  | 1,003,514 |  |  | $ | 97.42 |  |  | 995,987 |  |  | $ | 402,939,000 |

___________________________
(1)Under our Board-approved $600 million share repurchase program (effective April 4, 2021), we repurchased 1.0 million shares of our common stock at a cost of $97 million (based on trade dates) during the three months ended October 2, 2021.
(2)In connection with the vesting of employee restricted stock grants, we repurchased 7,527 shares of our common stock at a cost of $0.7 million during the three months ended October 2, 2021.
(3)There is no expiration date governing the period over which we can repurchase shares under our Board-approved share repurchase program. Any repurchased shares are constructively retired and returned to an unissued status.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
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Index
ITEM 6. EXHIBITS

Exhibit Number |  | Description
31.1* |  | Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* |  | Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* |  | Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
32.2* |  | Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
101.INS* |  | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH* |  | Inline XBRL Taxonomy Extension Schema Document
101.CAL* |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* |  | Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* |  | Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* |  | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed Herewith
25

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.

|  | SLEEP NUMBER CORPORATION
|  | (Registrant)
Dated: | November 8, 2021 | 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)

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