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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-3842867
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1818 Cornwall Avenue
Vancouver, British Columbia
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V6J 1C7
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.005 per share
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Nasdaq Global Select Market
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Large accelerated filer
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þ
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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DOCUMENT
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PARTS INTO WHICH INCORPORATED
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Portions of Proxy Statement for the 2017 Annual Meeting of Stockholders
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Part III
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Page
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9A.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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January 29,
2017 |
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January 31,
2016 |
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lululemon
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United States
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245
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229
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Canada
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51
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48
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Australia
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27
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26
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United Kingdom
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9
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6
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New Zealand
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5
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5
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China
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3
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—
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Hong Kong
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3
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2
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Singapore
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3
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2
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South Korea
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2
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—
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Germany
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1
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1
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Puerto Rico
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1
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1
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Switzerland
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1
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—
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351
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320
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ivivva
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United States
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42
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31
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Canada
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13
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12
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55
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43
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Total
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406
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363
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•
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Outlets and warehouse sales
- We utilize outlets as well as warehouse sales, which are held from time to time, to sell slow moving inventory and inventory from prior seasons to retail customers at discounted prices.
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•
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Showrooms
- Our showrooms are typically small locations that we open when we enter new markets and feature a limited selection of our product offering.
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•
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Temporary locations
- Our temporary locations are typically opened for a short period of time in markets in which we may not already have a presence.
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•
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Wholesale
- Our wholesale accounts include premium yoga studios, health clubs, and fitness centers. We believe these premium wholesale locations offer an alternative distribution channel that is convenient for our core consumer and enhances the image of our brand. We do not intend wholesale to be a significant contributor to overall sales. Instead, we use the channel to build brand awareness, especially in new markets, including those outside of North America.
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•
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License and supply arrangements
- We enter into license and supply arrangements from time to time when we believe that it will be to our advantage to partner with companies and individuals with significant experience and proven success in certain target markets.
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•
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identify suitable store locations, the availability of which is outside of our control;
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•
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negotiate acceptable lease terms, including desired tenant improvement allowances;
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hire, train and retain store personnel and field management;
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immerse new store personnel and field management into our corporate culture;
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•
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source sufficient inventory levels; and
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•
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successfully integrate new stores into our existing operations and information technology systems.
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an increase in our net revenue upon translation of the sales made by our Canadian operations into U.S. dollars for the purposes of consolidation;
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•
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an increase in our selling, general and administrative expenses incurred by our Canadian operations upon translation into U.S. dollars for the purposes of consolidation; and
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foreign exchange revaluation losses by our Canadian subsidiaries on U.S. dollar cash and receivables denominated in U.S. dollars.
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political unrest, terrorism, labor disputes, and economic instability resulting in the disruption of trade from foreign countries in which our products are manufactured;
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the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, taxes and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds;
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•
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reduced protection for intellectual property rights, including trademark protection, in some countries, particularly China;
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disruptions or delays in shipments; and
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•
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changes in local economic conditions in countries where our manufacturers, suppliers, or guests are located.
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•
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the classification of our board of directors into three classes, with one class elected each year;
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•
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prohibiting cumulative voting in the election of directors;
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•
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the ability of our board of directors to issue preferred stock without stockholder approval;
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•
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the ability to remove a director only for cause and only with the vote of the holders of at least 66 2/3% of our voting stock;
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•
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a special meeting of stockholders may only be called by our chairman or Chief Executive Officer, or upon a resolution adopted by an affirmative vote of a majority of the board of directors, and not by our stockholders;
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•
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prohibiting stockholder action by written consent; and
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•
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our stockholders must comply with advance notice procedures in order to nominate candidates for election to our board of directors or to place stockholder proposals on the agenda for consideration at any meeting of our stockholders.
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Location
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Use
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Approximate Square Feet
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Columbus, OH
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Distribution Center
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310,000
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Vancouver, BC
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Executive and Administrative Offices
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140,000
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Vancouver, BC
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Executive and Administrative Offices
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15,000
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Location
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Use
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Approximate Square Feet
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Lease Renewal Date
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Sumner, WA
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Distribution Center
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150,000
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May 2020
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Vancouver, BC
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Distribution Center
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145,000
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January 2031
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Vancouver, BC
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Distribution Center
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110,000
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April 2017
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Vancouver, BC
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Executive and Administrative Offices
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60,000
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May 2020
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Vancouver, BC
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Executive and Administrative Offices
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25,000
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June 2023
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Melbourne, VIC
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Distribution Center
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55,000
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July 2017
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Melbourne, VIC
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Executive and Administrative Offices
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25,000
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September 2019
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Common Stock Price
(Nasdaq Global Select Market) |
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High
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Low
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Fiscal Year Ended January 29, 2017
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Fourth Quarter
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$
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69.90
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$
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54.61
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Third Quarter
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80.65
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54.88
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Second Quarter
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77.80
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60.07
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First Quarter
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68.69
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56.88
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Fiscal Year Ended January 31, 2016
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Fourth Quarter
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$
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62.07
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$
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44.09
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Third Quarter
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66.70
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48.28
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Second Quarter
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68.80
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59.79
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First Quarter
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69.77
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60.96
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29-Jan-12
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03-Feb-13
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02-Feb-14
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01-Feb-15
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31-Jan-16
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29-Jan-17
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lululemon athletica inc.
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$
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100.00
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$
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105.83
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$
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71.26
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$
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103.31
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$
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96.80
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$
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104.21
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S&P 500 Index
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$
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100.00
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$
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114.95
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$
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135.42
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$
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151.56
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$
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147.40
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$
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174.32
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S&P 500 Apparel, Accessories & Luxury Goods Index
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$
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100.00
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$
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91.54
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$
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104.75
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$
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107.46
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$
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88.93
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$
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74.60
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Period
(1)
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Total Number of Shares Purchased
(2)
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Average Price Paid per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
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Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(2)
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October 31, 2016 - November 27, 2016
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—
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$
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—
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—
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$
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—
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November 28, 2016 - January 1, 2017
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2,984
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64.44
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2,984
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99,807,713
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January 2, 2017 - January 29, 2017
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8,934
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64.57
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8,934
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99,230,880
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Total
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11,918
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11,918
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(1)
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Monthly information is presented by reference to our fiscal periods during our
fourth
quarter of fiscal
2016
.
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(2)
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Our stock repurchase program was approved by our board of directors in December 2016. Common shares are repurchased in the open market at prevailing market prices, including under written plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, with the timing and actual number of common shares repurchased depending upon market conditions, eligibility to trade, and other factors. The repurchases may be made up until December 2018, and the maximum dollar value of shares to be repurchased is $100 million.
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Period
(1)
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Total Number of Shares Purchased
(2)
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Average Price Paid per Share
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
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Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
(2)
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October 31, 2016 - November 27, 2016
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11,539
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$
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55.83
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11,539
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5,063,944
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November 28, 2016 - January 1, 2017
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15,012
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67.70
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15,012
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5,048,932
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January 2, 2017 - January 29, 2017
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9,126
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67.34
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9,126
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5,039,806
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Total
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35,677
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35,677
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(1)
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Monthly information is presented by reference to our fiscal periods during our fourth quarter of fiscal
2016
.
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(2)
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Our Employee Share Purchase Plan (ESPP) was approved by our board of directors and stockholders in September 2007. All shares purchased under the ESPP are purchased on the Nasdaq Global Select Market (or such other stock exchange as we may designate from time to time). Unless our board of directors terminates the ESPP earlier, the ESPP will continue until all shares authorized for purchase under the ESPP have been purchased. The maximum number of shares authorized to be purchased under the ESPP is 6,000,000.
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Fiscal Year Ended
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January 29, 2017
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January 31, 2016
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February 1, 2015
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February 2, 2014
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February 3, 2013
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(In thousands, except per share data)
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Consolidated statement of operations and comprehensive income data:
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Net revenue
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$
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2,344,392
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$
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2,060,523
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$
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1,797,213
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$
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1,591,188
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$
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1,370,358
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Cost of goods sold
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1,144,775
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1,063,357
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883,033
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751,112
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607,532
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Gross profit
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1,199,617
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|
|
997,166
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|
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914,180
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|
840,076
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762,826
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|
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Selling, general and administrative expenses
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|
778,465
|
|
|
628,090
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538,147
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448,718
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386,387
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|
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Income from operations
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421,152
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369,076
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376,033
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391,358
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376,439
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Other income (expense), net
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1,577
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(581
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)
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7,102
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5,768
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|
|
4,957
|
|
|||||
Income before income tax expense
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422,729
|
|
|
368,495
|
|
|
383,135
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397,126
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381,396
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|
|||||
Income tax expense
|
|
119,348
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|
|
102,448
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|
|
144,102
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|
|
117,579
|
|
|
109,965
|
|
|||||
Net income
|
|
303,381
|
|
|
266,047
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|
239,033
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|
|
279,547
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271,431
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|||||
Net income attributable to non-controlling interest
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|
—
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—
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—
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—
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875
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|
|||||
Net income attributable to lululemon athletica inc.
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|
$
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303,381
|
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$
|
266,047
|
|
|
$
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239,033
|
|
|
$
|
279,547
|
|
|
$
|
270,556
|
|
|
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|
|
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|
|
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||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
|
36,703
|
|
|
(64,796
|
)
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|
(105,339
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)
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(89,158
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)
|
|
(459
|
)
|
|||||
Comprehensive income
|
|
$
|
340,084
|
|
|
$
|
201,251
|
|
|
$
|
133,694
|
|
|
$
|
190,389
|
|
|
$
|
270,097
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
|
$
|
2.21
|
|
|
$
|
1.90
|
|
|
$
|
1.66
|
|
|
$
|
1.93
|
|
|
$
|
1.88
|
|
Diluted earnings per share
|
|
$
|
2.21
|
|
|
$
|
1.89
|
|
|
$
|
1.66
|
|
|
$
|
1.91
|
|
|
$
|
1.85
|
|
Basic weighted-average number of shares outstanding
|
|
137,086
|
|
|
140,365
|
|
|
143,935
|
|
|
144,913
|
|
|
144,000
|
|
|||||
Diluted weighted-average number of shares outstanding
|
|
137,302
|
|
|
140,610
|
|
|
144,298
|
|
|
146,043
|
|
|
145,806
|
|
|
|
As of
|
||||||||||||||||||
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|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
|
February 2, 2014
|
|
February 3, 2013
|
||||||||||
|
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(In thousands)
|
||||||||||||||||||
Consolidated balance sheet data:
|
|
|
||||||||||||||||||
Cash and cash equivalents
|
|
$
|
734,846
|
|
|
$
|
501,482
|
|
|
$
|
664,479
|
|
|
$
|
698,649
|
|
|
$
|
590,179
|
|
Total assets
|
|
1,657,541
|
|
|
1,314,077
|
|
|
1,296,213
|
|
|
1,252,388
|
|
|
1,052,678
|
|
|||||
Total stockholders' equity
|
|
1,359,973
|
|
|
1,027,482
|
|
|
1,089,568
|
|
|
1,096,682
|
|
|
887,299
|
|
1.
|
Within product innovation, our design-led vision will be concentrated on driving innovation in both our women's and men's categories.
|
2.
|
Our digital strategy will center on pursuing our channel agnostic model, improving our web and mobile experience, and leveraging our guest database to amplify how we connect with our collective both online and in-store.
|
3.
|
In North America, our priorities are to continue to optimize our square footage through tailored and curated formats that fit with each community, while expanding our omni-channel capabilities.
|
4.
|
Finally, in our international markets, our focus is on accelerating our expansion through store densification in key strategic cities while driving brand awareness and guest acquisition in new and existing markets.
|
•
|
Net revenue increased
14%
to
$2.3 billion
in fiscal
2016
, from
$2.1 billion
in fiscal
2015
. On a constant dollar basis, net revenue
increased
14%
. Net revenue increased across all segments, and the
increase
in net revenue was primarily due to the addition of
43
net new company-operated stores during fiscal
2016
, as well as increased comparable store sales and the growth of our direct to consumer segment.
|
•
|
Total comparable sales, which includes comparable store sales and direct to consumer,
increased
6%
in fiscal
2016
compared to fiscal
2015
, or by
7%
on a constant dollar basis.
|
•
|
Comparable store sales
increase
d
4%
in fiscal
2016
compared to fiscal
2015
, or by
5%
on a constant dollar basis, primarily as a result of increased dollar value per transaction and improved conversion rates.
|
•
|
Direct to consumer net revenue
increased
13%
in fiscal
2016
compared to fiscal
2015
, or by
13%
on a constant dollar basis, primarily as a result of increased traffic on our e-commerce websites, increased dollar value per transaction, and improved conversion rates.
|
•
|
Gross profit for fiscal
2016
increased
20%
to
$1.2 billion
, from
$1.0 billion
in fiscal
2015
. Gross profit as a percentage of net revenue, or gross margin,
increase
d to
51.2%
compared to
48.4%
in fiscal
2015
. The
increase
in gross margin was primarily due to lower product costs and improved average retail prices, partially offset by increased expenses related to our product and supply chain departments and increased occupancy and depreciation costs.
|
•
|
Income from operations for fiscal
2016
increased
14%
to
$421.2 million
, from
$369.1 million
in fiscal
2015
. As a percentage of net revenue, income from operations
increased
to
18.0%
compared to
17.9%
of net revenue in fiscal
2015
.
|
•
|
Income tax expense for fiscal
2016
increased
16%
to
$119.3 million
, from
$102.4 million
in fiscal
2015
. Our effective tax rate for fiscal
2016
was
28.2%
compared to
27.8%
for fiscal
2015
. Fiscal
2016
and fiscal
2015
included net income tax recoveries and related net interest expenses as a result of the finalization of an Advance Pricing Arrangement with the Internal Revenue Service and the Canada Revenue Agency. Our effective tax rate excluding these adjustments was
30.7%
for fiscal
2016
compared to
29.5%
for fiscal
2015
.
|
•
|
Diluted earnings per share for fiscal
2016
were
$2.21
compared to
$1.89
in fiscal
2015
. Excluding the above tax and related interest adjustments, diluted earnings per share were
$2.14
for fiscal
2016
and
$1.86
for fiscal
2015
.
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
||||||
|
|
(In thousands)
|
||||||||||
Net revenue
|
|
$
|
2,344,392
|
|
|
$
|
2,060,523
|
|
|
$
|
1,797,213
|
|
Cost of goods sold
|
|
1,144,775
|
|
|
1,063,357
|
|
|
883,033
|
|
|||
Gross profit
|
|
1,199,617
|
|
|
997,166
|
|
|
914,180
|
|
|||
Selling, general and administrative expenses
|
|
778,465
|
|
|
628,090
|
|
|
538,147
|
|
|||
Income from operations
|
|
421,152
|
|
|
369,076
|
|
|
376,033
|
|
|||
Other income (expense), net
|
|
1,577
|
|
|
(581
|
)
|
|
7,102
|
|
|||
Income before income tax expense
|
|
422,729
|
|
|
368,495
|
|
|
383,135
|
|
|||
Income tax expense
|
|
119,348
|
|
|
102,448
|
|
|
144,102
|
|
|||
Net income
|
|
$
|
303,381
|
|
|
$
|
266,047
|
|
|
$
|
239,033
|
|
|
|
Fiscal Year Ended
|
|||||||
|
|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
|||
|
|
(Percentages)
|
|||||||
Net revenue
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
|
48.8
|
|
|
51.6
|
|
|
49.1
|
|
Gross profit
|
|
51.2
|
|
|
48.4
|
|
|
50.9
|
|
Selling, general and administrative expenses
|
|
33.2
|
|
|
30.5
|
|
|
30.0
|
|
Income from operations
|
|
18.0
|
|
|
17.9
|
|
|
20.9
|
|
Other income (expense), net
|
|
—
|
|
|
—
|
|
|
0.4
|
|
Income before income tax expense
|
|
18.0
|
|
|
17.9
|
|
|
21.3
|
|
Income tax expense
|
|
5.1
|
|
|
5.0
|
|
|
8.0
|
|
Net income
|
|
12.9
|
%
|
|
12.9
|
%
|
|
13.3
|
%
|
|
|
Fiscal Years Ended January 29, 2017 and January 31, 2016
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Company-operated stores
|
|
$
|
1,704,357
|
|
|
$
|
1,516,323
|
|
|
72.7
|
%
|
|
73.6
|
%
|
Direct to consumer
|
|
453,287
|
|
|
401,525
|
|
|
19.3
|
|
|
19.5
|
|
||
Other
|
|
186,748
|
|
|
142,675
|
|
|
8.0
|
|
|
6.9
|
|
||
Net revenue
|
|
$
|
2,344,392
|
|
|
$
|
2,060,523
|
|
|
100.0
|
%
|
|
100.0
|
%
|
•
|
Net revenue from company-operated stores we opened or significantly expanded subsequent to
January 31, 2016
, and therefore not included in comparable store sales, contributed
$126.7 million
to the increase. During fiscal
2016
we opened
43
net new company-operated stores, which included
27
stores in the United States,
four
stores in Canada,
three
stores in each of China and the United Kingdom,
two
stores in South Korea, and
one
store in each of Australia, Hong Kong, Singapore, and Switzerland.
|
•
|
A comparable store sales
increase
of
4%
in fiscal
2016
compared to fiscal
2015
resulted in a
$61.3 million
increase
to net revenue. Comparable store sales
increase
d
5%
, or
$66.4 million
on a constant dollar basis. The increase in comparable store sales was primarily as a result of increased dollar value per transaction and improved conversion rates.
|
•
|
an increase
in employee costs for our operating locations of
$47.0 million
, primarily from a growth in labor hours and bonuses, mainly associated with new company-operated stores;
|
•
|
an increase
in head office employee costs of
$35.4 million
to support the growth in our business;
|
•
|
an increase
in head office costs other than employee costs of
$21.2 million
primarily as a result of increased brand and community costs, increased depreciation, and increased information technology costs;
|
•
|
an increase in net foreign exchange revaluation losses of
$20.3 million
, primarily related to the revaluation of U.S. dollar cash and receivables held in Canadian subsidiaries. There were net foreign exchange losses of
$8.3 million
in fiscal
2016
compared to net foreign exchange gains of
$12.0 million
in fiscal
2015
.
|
•
|
an increase
in other costs of
$18.5 million
for our operating channels such as digital marketing expenses, repairs and maintenance costs, and increased depreciation; and
|
•
|
an increase
in variable costs such as credit card fees and distribution costs of
$8.1 million
primarily as a result of increased sales.
|
|
|
Fiscal Years Ended January 29, 2017 and January 31, 2016
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Company-operated stores
|
|
$
|
415,635
|
|
|
$
|
346,802
|
|
|
24.4
|
%
|
|
22.9
|
%
|
Direct to consumer
|
|
186,178
|
|
|
166,418
|
|
|
41.1
|
|
|
41.4
|
|
||
Other
|
|
22,312
|
|
|
5,826
|
|
|
11.9
|
|
|
4.1
|
|
||
Income from operations before general corporate expenses
|
|
624,125
|
|
|
519,046
|
|
|
|
|
|
||||
General corporate expenses
|
|
202,973
|
|
|
149,970
|
|
|
|
|
|
||||
Income from operations
|
|
$
|
421,152
|
|
|
$
|
369,076
|
|
|
|
|
|
|
|
Fiscal Years Ended January 31, 2016 and February 1, 2015
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Company-operated stores
|
|
$
|
1,516,323
|
|
|
$
|
1,348,225
|
|
|
73.6
|
%
|
|
75.0
|
%
|
Direct to consumer
|
|
401,525
|
|
|
321,180
|
|
|
19.5
|
|
|
17.9
|
|
||
Other
|
|
142,675
|
|
|
127,808
|
|
|
6.9
|
|
|
7.1
|
|
||
Net revenue
|
|
$
|
2,060,523
|
|
|
$
|
1,797,213
|
|
|
100.0
|
%
|
|
100.0
|
%
|
•
|
an increase in fixed costs, such as occupancy costs and depreciation, relative to the increase in net revenue, of 90 basis points;
|
•
|
an unfavorable impact of foreign exchange rates on product costs which contributed to a decrease in gross margin of 90 basis points; and
|
•
|
a decrease in product margin of 70 basis points, primarily due to an increase in markdowns and discounts, as well as other product related costs.
|
•
|
an
increase
in employee costs for our operating locations of
$36.8 million
, primarily from a growth in labor hours and bonuses, mainly associated with new company-operated stores;
|
•
|
an increase in head office costs other than employee costs of
$18.7 million
primarily as a result of increased professional fees, including supply chain consulting costs, increased brand and community costs, and increased depreciation;
|
•
|
an increase in variable costs such as distribution costs, credit card fees, and packaging of
$14.6 million
primarily as a result of new company-operated stores as well as increased sales volume from our direct to consumer segment;
|
•
|
an increase in head office employee costs of
$14.5 million
to support the growth in our business; and
|
•
|
an increase in other costs of
$10.9 million
for our operating channels such as repairs and maintenance costs, digital marketing expenses, and store community costs.
|
•
|
The increase in selling, general and administrative expenses was partially offset by an increase in net foreign exchange revaluation gains of
$5.6 million
.
|
|
|
Fiscal Years Ended January 31, 2016 and February 1, 2015
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Company-operated stores
|
|
$
|
346,802
|
|
|
$
|
356,589
|
|
|
22.9
|
%
|
|
26.4
|
%
|
Direct to consumer
|
|
166,418
|
|
|
132,877
|
|
|
41.4
|
|
|
41.4
|
|
||
Other
|
|
5,826
|
|
|
9,499
|
|
|
4.1
|
|
|
7.4
|
|
||
Income from operations before general corporate expenses
|
|
519,046
|
|
|
498,965
|
|
|
|
|
|
||||
General corporate expenses
|
|
149,970
|
|
|
122,932
|
|
|
|
|
|
||||
Income from operations
|
|
$
|
369,076
|
|
|
$
|
376,033
|
|
|
|
|
|
•
|
the location of new stores relative to existing stores;
|
•
|
consumer preferences, buying trends, and overall economic trends;
|
•
|
our ability to anticipate and respond effectively to customer preferences for technical athletic apparel;
|
•
|
competition;
|
•
|
changes in our merchandise mix;
|
•
|
pricing;
|
•
|
the timing of our releases of new merchandise and promotional events;
|
•
|
the effectiveness of our grassroots marketing efforts;
|
•
|
the design and ease of use of our websites;
|
•
|
the level of customer service that we provide in our stores and on our websites;
|
•
|
our ability to source and distribute products efficiently; and
|
•
|
the number of stores we open, close (including for temporary renovations), and expand in any period.
|
|
|
Fiscal Year Ended
January 29, 2017 |
|
Fiscal Year Ended
January 31, 2016 |
||||||||||
|
|
(In thousands)
|
|
(Percentages)
|
|
(In thousands)
|
|
(Percentages)
|
||||||
Change in net revenue
|
|
$
|
283,869
|
|
|
14
|
%
|
|
$
|
263,310
|
|
|
15
|
%
|
Adjustments due to foreign exchange rate changes
|
|
8,983
|
|
|
—
|
|
|
88,877
|
|
|
5
|
|
||
Change in net revenue in constant dollars
|
|
$
|
292,852
|
|
|
14
|
%
|
|
$
|
352,187
|
|
|
20
|
%
|
|
|
Fiscal Year Ended
|
||||
|
|
January 29, 2017
|
|
January 31, 2016
|
||
Change in total comparable sales
1,2
|
|
6
|
%
|
|
5
|
%
|
Adjustments due to foreign exchange rate changes
|
|
1
|
|
|
5
|
|
Change in total comparable sales in constant dollars
1,2
|
|
7
|
%
|
|
10
|
%
|
|
|
Fiscal Year Ended
January 29, 2017 |
|
Fiscal Year Ended
January 31, 2016 |
||||||||||
|
|
(In thousands)
|
|
(Percentages)
|
|
(In thousands)
|
|
(Percentages)
|
||||||
Change in comparable store sales
2
|
|
$
|
61,341
|
|
|
4
|
%
|
|
$
|
(7,335
|
)
|
|
—
|
%
|
Adjustments due to foreign exchange rate changes
|
|
5,036
|
|
|
1
|
|
|
56,106
|
|
|
4
|
|
||
Change in comparable store sales in constant dollars
2
|
|
$
|
66,377
|
|
|
5
|
%
|
|
$
|
48,771
|
|
|
4
|
%
|
|
|
Fiscal Year Ended
|
||||
|
|
January 29, 2017
|
|
January 31, 2016
|
||
Change in direct to consumer net revenue
|
|
13
|
%
|
|
25
|
%
|
Adjustments due to foreign exchange rate changes
|
|
—
|
|
|
5
|
|
Change in direct to consumer net revenue in constant dollars
|
|
13
|
%
|
|
30
|
%
|
|
|
Fiscal Year Ended
|
|||||||
|
|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
|||
Effective tax rate
|
|
28.2
|
%
|
|
27.8
|
%
|
|
37.6
|
%
|
Tax and related interest adjustments
1
|
|
2.5
|
|
|
1.7
|
|
|
(8.8
|
)
|
Effective tax rate, excluding tax and related interest adjustments
|
|
30.7
|
%
|
|
29.5
|
%
|
|
28.8
|
%
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
||||||
Diluted earnings per share
|
|
$
|
2.21
|
|
|
$
|
1.89
|
|
|
$
|
1.66
|
|
Tax and related interest adjustments
1
|
|
(0.07
|
)
|
|
(0.03
|
)
|
|
0.23
|
|
|||
Diluted earnings per share, excluding tax and related interest adjustments
|
|
$
|
2.14
|
|
|
$
|
1.86
|
|
|
$
|
1.89
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
||||||
|
|
(In thousands)
|
||||||||||
Total cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
385,119
|
|
|
$
|
298,740
|
|
|
$
|
314,449
|
|
Investing activities
|
|
(149,511
|
)
|
|
(143,487
|
)
|
|
(119,733
|
)
|
|||
Financing activities
|
|
(25,338
|
)
|
|
(273,693
|
)
|
|
(149,077
|
)
|
|||
Effect of exchange rate changes
|
|
23,094
|
|
|
(44,557
|
)
|
|
(79,809
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
$
|
233,364
|
|
|
$
|
(162,997
|
)
|
|
$
|
(34,170
|
)
|
|
|
Payments Due by Fiscal Year
|
||||||||||||||||||||||||||
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||
Operating leases (minimum rent)
|
|
$
|
518,613
|
|
|
$
|
118,897
|
|
|
$
|
106,496
|
|
|
$
|
94,085
|
|
|
$
|
71,973
|
|
|
$
|
45,019
|
|
|
$
|
82,143
|
|
Product purchase obligations
|
|
$
|
176,312
|
|
|
$
|
176,312
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Furniture and fixtures
|
|
20%
|
Computer hardware and software
|
|
20% - 30%
|
Equipment and vehicles
|
|
30%
|
•
|
an increase in our net revenue upon translation of the sales made by our Canadian operations into U.S. dollars for the purposes of consolidation;
|
•
|
an increase in our selling, general and administrative expenses incurred by our Canadian operations upon translation into U.S. dollars for the purposes of consolidation; and
|
•
|
foreign exchange revaluation losses by our Canadian subsidiaries on U.S. dollar cash and receivables denominated in U.S. dollars.
|
/s/ PricewaterhouseCoopers LLP
|
Chartered Professional Accountants
|
Vancouver, British Columbia
|
March 28, 2017
|
|
|
January 29,
2017 |
|
January 31,
2016 |
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
734,846
|
|
|
$
|
501,482
|
|
Accounts receivable
|
|
9,200
|
|
|
13,108
|
|
||
Inventories
|
|
298,432
|
|
|
284,009
|
|
||
Prepaid and receivable income taxes
|
|
81,190
|
|
|
91,453
|
|
||
Other prepaid expenses and other current assets
|
|
39,069
|
|
|
26,987
|
|
||
|
|
1,162,737
|
|
|
917,039
|
|
||
Property and equipment, net
|
|
423,499
|
|
|
349,605
|
|
||
Goodwill and intangible assets, net
|
|
24,557
|
|
|
24,777
|
|
||
Deferred income tax assets
|
|
26,256
|
|
|
11,802
|
|
||
Other non-current assets
|
|
20,492
|
|
|
10,854
|
|
||
|
|
$
|
1,657,541
|
|
|
$
|
1,314,077
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
24,846
|
|
|
$
|
10,381
|
|
Accrued inventory liabilities
|
|
8,601
|
|
|
25,451
|
|
||
Accrued compensation and related expenses
|
|
55,238
|
|
|
43,524
|
|
||
Income taxes payable
|
|
30,290
|
|
|
37,736
|
|
||
Unredeemed gift card liability
|
|
70,454
|
|
|
57,736
|
|
||
Other accrued liabilities
|
|
52,020
|
|
|
50,676
|
|
||
|
|
241,449
|
|
|
225,504
|
|
||
Deferred income tax liabilities
|
|
7,262
|
|
|
10,759
|
|
||
Other non-current liabilities
|
|
48,857
|
|
|
50,332
|
|
||
|
|
297,568
|
|
|
286,595
|
|
||
Stockholders' equity
|
|
|
|
|
||||
Undesignated preferred stock, $0.01 par value: 5,000 shares authorized; none issued and outstanding
|
|
—
|
|
|
—
|
|
||
Exchangeable stock, no par value: 60,000 shares authorized; 9,781 and 9,804 issued and outstanding
|
|
—
|
|
|
—
|
|
||
Special voting stock, $0.000005 par value: 60,000 shares authorized; 9,781 and 9,804 issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.005 par value: 400,000 shares authorized; 127,304 and 127,482 issued and outstanding
|
|
637
|
|
|
637
|
|
||
Additional paid-in capital
|
|
266,622
|
|
|
245,533
|
|
||
Retained earnings
|
|
1,294,214
|
|
|
1,019,515
|
|
||
Accumulated other comprehensive loss
|
|
(201,500
|
)
|
|
(238,203
|
)
|
||
|
|
1,359,973
|
|
|
1,027,482
|
|
||
|
|
$
|
1,657,541
|
|
|
$
|
1,314,077
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
January 29,
2017 |
|
January 31,
2016 |
|
February 1,
2015 |
||||||
Net revenue
|
|
$
|
2,344,392
|
|
|
$
|
2,060,523
|
|
|
$
|
1,797,213
|
|
Cost of goods sold
|
|
1,144,775
|
|
|
1,063,357
|
|
|
883,033
|
|
|||
Gross profit
|
|
1,199,617
|
|
|
997,166
|
|
|
914,180
|
|
|||
Selling, general and administrative expenses
|
|
778,465
|
|
|
628,090
|
|
|
538,147
|
|
|||
Income from operations
|
|
421,152
|
|
|
369,076
|
|
|
376,033
|
|
|||
Other income (expense), net
|
|
1,577
|
|
|
(581
|
)
|
|
7,102
|
|
|||
Income before income tax expense
|
|
422,729
|
|
|
368,495
|
|
|
383,135
|
|
|||
Income tax expense
|
|
119,348
|
|
|
102,448
|
|
|
144,102
|
|
|||
Net income
|
|
$
|
303,381
|
|
|
$
|
266,047
|
|
|
$
|
239,033
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
36,703
|
|
|
(64,796
|
)
|
|
(105,339
|
)
|
|||
Comprehensive income
|
|
$
|
340,084
|
|
|
$
|
201,251
|
|
|
$
|
133,694
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
2.21
|
|
|
$
|
1.90
|
|
|
$
|
1.66
|
|
Diluted earnings per share
|
|
$
|
2.21
|
|
|
$
|
1.89
|
|
|
$
|
1.66
|
|
Basic weighted-average number of shares outstanding
|
|
137,086
|
|
|
140,365
|
|
|
143,935
|
|
|||
Diluted weighted-average number of shares outstanding
|
|
137,302
|
|
|
140,610
|
|
|
144,298
|
|
|
|
Exchangeable Stock
|
|
Special Voting Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
|
|||||||||||||||||||
|
|
Shares
|
|
Shares
|
|
Par Value
|
|
Shares
|
|
Par Value
|
|
|
|
|
|||||||||||||||||||
Balance at February 2, 2014
|
|
29,955
|
|
|
29,955
|
|
|
$
|
—
|
|
|
115,342
|
|
|
$
|
577
|
|
|
$
|
240,351
|
|
|
$
|
923,822
|
|
|
$
|
(68,068
|
)
|
|
$
|
1,096,682
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
239,033
|
|
|
|
|
239,033
|
|
|||||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(105,339
|
)
|
|
(105,339
|
)
|
|||||||||||||
Common stock issued upon exchange of exchangeable shares
|
|
(20,122
|
)
|
|
(20,122
|
)
|
|
—
|
|
|
20,122
|
|
|
101
|
|
|
(101
|
)
|
|
|
|
|
|
—
|
|
||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
8,269
|
|
|
|
|
|
|
8,269
|
|
|||||||||||||
Tax benefits from stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
413
|
|
|
|
|
|
|
413
|
|
|||||||||||||
Common stock issued upon settlement of stock-based compensation
|
|
|
|
|
|
|
|
409
|
|
|
2
|
|
|
2,911
|
|
|
|
|
|
|
2,913
|
|
|||||||||||
Shares withheld related to net share settlement of stock-based compensation
|
|
|
|
|
|
|
|
(104
|
)
|
|
(1
|
)
|
|
(4,971
|
)
|
|
|
|
|
|
(4,972
|
)
|
|||||||||||
Repurchase of common stock
|
|
|
|
|
|
|
|
(3,657
|
)
|
|
(18
|
)
|
|
(5,177
|
)
|
|
(142,236
|
)
|
|
|
|
(147,431
|
)
|
||||||||||
Balance at February 1, 2015
|
|
9,833
|
|
|
9,833
|
|
|
$
|
—
|
|
|
132,112
|
|
|
$
|
661
|
|
|
$
|
241,695
|
|
|
$
|
1,020,619
|
|
|
$
|
(173,407
|
)
|
|
$
|
1,089,568
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
266,047
|
|
|
|
|
266,047
|
|
|||||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(64,796
|
)
|
|
(64,796
|
)
|
|||||||||||||
Common stock issued upon exchange of exchangeable shares
|
|
(29
|
)
|
|
(29
|
)
|
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
10,356
|
|
|
|
|
|
|
10,356
|
|
|||||||||||||
Tax benefits from stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
(1,202
|
)
|
|
|
|
|
|
(1,202
|
)
|
|||||||||||||
Common stock issued upon settlement of stock-based compensation
|
|
|
|
|
|
|
|
350
|
|
|
2
|
|
|
4,702
|
|
|
|
|
|
|
4,704
|
|
|||||||||||
Shares withheld related to net share settlement of stock-based compensation
|
|
|
|
|
|
|
|
(50
|
)
|
|
—
|
|
|
(2,857
|
)
|
|
|
|
|
|
(2,857
|
)
|
|||||||||||
Repurchase of common stock
|
|
|
|
|
|
|
|
(4,959
|
)
|
|
(26
|
)
|
|
(7,016
|
)
|
|
(267,151
|
)
|
|
|
|
(274,193
|
)
|
||||||||||
Registration fees associated with prospectus supplement
|
|
|
|
|
|
|
|
|
|
|
|
(145
|
)
|
|
|
|
|
|
(145
|
)
|
|||||||||||||
Balance at January 31, 2016
|
|
9,804
|
|
|
9,804
|
|
|
$
|
—
|
|
|
127,482
|
|
|
$
|
637
|
|
|
$
|
245,533
|
|
|
$
|
1,019,515
|
|
|
$
|
(238,203
|
)
|
|
$
|
1,027,482
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
303,381
|
|
|
|
|
303,381
|
|
|||||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,703
|
|
|
36,703
|
|
|||||||||||||
Common stock issued upon exchange of exchangeable shares
|
|
(23
|
)
|
|
(23
|
)
|
|
—
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
16,822
|
|
|
|
|
|
|
16,822
|
|
|
|
Exchangeable Stock
|
|
Special Voting Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
|
|||||||||||||||||||
|
|
Shares
|
|
Shares
|
|
Par Value
|
|
Shares
|
|
Par Value
|
|
|
|
|
|||||||||||||||||||
Tax benefits from stock-based compensation
|
|
|
|
|
|
|
|
|
|
|
|
1,273
|
|
|
|
|
|
|
1,273
|
|
|||||||||||||
Common stock issued upon settlement of stock-based compensation
|
|
|
|
|
|
|
|
304
|
|
|
2
|
|
|
6,905
|
|
|
|
|
|
|
6,907
|
|
|||||||||||
Shares withheld related to net share settlement of stock-based compensation
|
|
|
|
|
|
|
|
(50
|
)
|
|
—
|
|
|
(3,268
|
)
|
|
|
|
|
|
(3,268
|
)
|
|||||||||||
Repurchase of common stock
|
|
|
|
|
|
|
|
(455
|
)
|
|
(2
|
)
|
|
(643
|
)
|
|
(28,682
|
)
|
|
|
|
(29,327
|
)
|
||||||||||
Balance at January 29, 2017
|
|
9,781
|
|
|
9,781
|
|
|
$
|
—
|
|
|
127,304
|
|
|
$
|
637
|
|
|
$
|
266,622
|
|
|
$
|
1,294,214
|
|
|
$
|
(201,500
|
)
|
|
$
|
1,359,973
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
January 29,
2017 |
|
January 31,
2016 |
|
February 1,
2015 |
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
303,381
|
|
|
$
|
266,047
|
|
|
$
|
239,033
|
|
Items not affecting cash
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
87,697
|
|
|
73,383
|
|
|
58,364
|
|
|||
Stock-based compensation expense
|
|
16,822
|
|
|
10,356
|
|
|
8,269
|
|
|||
Derecognition of unredeemed gift card liability
|
|
(4,548
|
)
|
|
(3,647
|
)
|
|
(1,468
|
)
|
|||
Deferred income taxes
|
|
(17,563
|
)
|
|
11,142
|
|
|
2,087
|
|
|||
Tax benefits from stock-based compensation
|
|
(1,273
|
)
|
|
1,202
|
|
|
(413
|
)
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
|
||||||
Inventories
|
|
(5,403
|
)
|
|
(83,286
|
)
|
|
(26,806
|
)
|
|||
Prepaid and receivable income taxes
|
|
11,537
|
|
|
(52,110
|
)
|
|
(15,234
|
)
|
|||
Other prepaid expenses and other current assets
|
|
(6,730
|
)
|
|
(3,816
|
)
|
|
(6,444
|
)
|
|||
Accounts payable
|
|
14,080
|
|
|
1,247
|
|
|
(2,198
|
)
|
|||
Accrued inventory liabilities
|
|
(18,900
|
)
|
|
5,198
|
|
|
8,276
|
|
|||
Accrued compensation and related expenses
|
|
9,943
|
|
|
14,937
|
|
|
11,561
|
|
|||
Income taxes payable
|
|
(10,020
|
)
|
|
19,470
|
|
|
19,304
|
|
|||
Unredeemed gift card liability
|
|
16,010
|
|
|
16,574
|
|
|
11,326
|
|
|||
Other accrued liabilities
|
|
467
|
|
|
19,563
|
|
|
3,788
|
|
|||
Other non-current assets and liabilities
|
|
(10,381
|
)
|
|
2,480
|
|
|
5,004
|
|
|||
Net cash provided by operating activities
|
|
385,119
|
|
|
298,740
|
|
|
314,449
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
|
(149,511
|
)
|
|
(143,487
|
)
|
|
(119,733
|
)
|
|||
Net cash used in investing activities
|
|
(149,511
|
)
|
|
(143,487
|
)
|
|
(119,733
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Proceeds from settlement of stock-based compensation
|
|
6,907
|
|
|
4,704
|
|
|
2,913
|
|
|||
Tax benefits from stock-based compensation
|
|
1,273
|
|
|
(1,202
|
)
|
|
413
|
|
|||
Taxes paid related to net share settlement of stock-based compensation
|
|
(3,268
|
)
|
|
(2,857
|
)
|
|
(4,972
|
)
|
|||
Repurchase of common stock
|
|
(29,327
|
)
|
|
(274,193
|
)
|
|
(147,431
|
)
|
|||
Registration fees associated with prospectus supplement
|
|
—
|
|
|
(145
|
)
|
|
—
|
|
|||
Deferred debt financing costs
|
|
(923
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
|
(25,338
|
)
|
|
(273,693
|
)
|
|
(149,077
|
)
|
|||
Effect of exchange rate changes on cash
|
|
23,094
|
|
|
(44,557
|
)
|
|
(79,809
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
233,364
|
|
|
(162,997
|
)
|
|
(34,170
|
)
|
|||
Cash and cash equivalents, beginning of period
|
|
$
|
501,482
|
|
|
$
|
664,479
|
|
|
$
|
698,649
|
|
Cash and cash equivalents, end of period
|
|
$
|
734,846
|
|
|
$
|
501,482
|
|
|
$
|
664,479
|
|
Note 1
|
||
Note 2
|
||
Note 3
|
||
Note 4
|
||
Note 5
|
||
Note 6
|
||
Note 7
|
||
Note 8
|
||
Note 9
|
||
Note 10
|
||
Note 11
|
||
Note 12
|
||
Note 13
|
||
Note 14
|
||
Note 15
|
||
Note 16
|
||
Note 17
|
Furniture and fixtures
|
|
20%
|
Computer hardware and software
|
|
20% - 30%
|
Equipment and vehicles
|
|
30%
|
•
|
the cost of purchased merchandise, which includes acquisition and production costs including raw material and labor, as applicable;
|
•
|
the cost incurred to deliver inventory to the Company's distribution centers including freight, non-refundable taxes, duty, and other landing costs;
|
•
|
the cost of the Company's distribution centers, such as labor, rent, utilities, and depreciation;
|
•
|
the cost of the Company's production, design, distribution, and merchandising departments including salaries, stock-based compensation and benefits, and other expenses;
|
•
|
occupancy costs such as minimum rent, contingent rent where applicable, property taxes, utilities, and depreciation expense for the Company's company-operated store locations;
|
•
|
hemming; and
|
•
|
shrink and inventory provision expense.
|
|
|
January 29, 2017
|
|
January 31, 2016
|
||||
|
|
(In thousands)
|
||||||
Finished goods
|
|
$
|
306,087
|
|
|
$
|
290,791
|
|
Provision to reduce inventory to market value
|
|
(7,655
|
)
|
|
(6,782
|
)
|
||
|
|
$
|
298,432
|
|
|
$
|
284,009
|
|
|
|
January 29, 2017
|
|
January 31, 2016
|
||||
|
|
(In thousands)
|
||||||
Land
|
|
$
|
78,561
|
|
|
$
|
55,488
|
|
Buildings
|
|
32,174
|
|
|
30,885
|
|
||
Leasehold improvements
|
|
273,801
|
|
|
225,604
|
|
||
Furniture and fixtures
|
|
84,479
|
|
|
73,254
|
|
||
Computer hardware
|
|
58,270
|
|
|
44,085
|
|
||
Computer software
|
|
160,835
|
|
|
112,161
|
|
||
Equipment and vehicles
|
|
13,704
|
|
|
11,929
|
|
||
Accumulated depreciation
|
|
(278,325
|
)
|
|
(203,801
|
)
|
||
|
|
$
|
423,499
|
|
|
$
|
349,605
|
|
|
|
January 29, 2017
|
|
January 31, 2016
|
||||
|
|
(In thousands)
|
||||||
Goodwill
|
|
$
|
25,496
|
|
|
$
|
25,496
|
|
Changes in foreign currency exchange rates
|
|
(1,263
|
)
|
|
(1,666
|
)
|
||
|
|
24,233
|
|
|
23,830
|
|
||
Intangibles—reacquired franchise rights
|
|
10,150
|
|
|
10,150
|
|
||
Accumulated amortization
|
|
(9,807
|
)
|
|
(9,074
|
)
|
||
Changes in foreign currency exchange rates
|
|
(19
|
)
|
|
(129
|
)
|
||
|
|
324
|
|
|
947
|
|
||
Goodwill and intangible assets, net
|
|
$
|
24,557
|
|
|
$
|
24,777
|
|
|
|
January 29, 2017
|
|
January 31, 2016
|
||||
|
|
(In thousands)
|
||||||
Accrued duty, freight, and other operating expenses
|
|
$
|
27,477
|
|
|
$
|
26,017
|
|
Sales tax collected
|
|
10,182
|
|
|
10,506
|
|
||
Accrued rent
|
|
5,562
|
|
|
6,070
|
|
||
Other
|
|
8,799
|
|
|
8,083
|
|
||
|
|
$
|
52,020
|
|
|
$
|
50,676
|
|
|
|
January 29, 2017
|
|
January 31, 2016
|
||||
|
|
(In thousands)
|
||||||
Deferred lease liabilities
|
|
$
|
26,648
|
|
|
$
|
25,723
|
|
Lease inducements
|
|
22,209
|
|
|
24,609
|
|
||
|
|
$
|
48,857
|
|
|
$
|
50,332
|
|
|
|
Stock Options
|
|
Performance-Based Restricted Stock Units
|
|
Restricted Shares
|
|
Restricted Stock Units
|
||||||||||||||||||||
|
|
Number
|
|
Weighted-Average Exercise Price
|
|
Number
|
|
Weighted-Average Grant Date Fair Value
|
|
Number
|
|
Weighted-Average Grant Date Fair Value
|
|
Number
|
|
Weighted-Average Grant Date Fair Value
|
||||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||||||||||
Balance at February 2, 2014
|
|
669
|
|
|
$
|
30.76
|
|
|
428
|
|
|
$
|
57.08
|
|
|
57
|
|
|
$
|
51.99
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
447
|
|
|
48.16
|
|
|
321
|
|
|
49.67
|
|
|
34
|
|
|
39
|
|
|
195
|
|
|
45.76
|
|
||||
Exercised/vested
|
|
158
|
|
|
18.5
|
|
|
217
|
|
|
40.04
|
|
|
29
|
|
|
56.28
|
|
|
—
|
|
|
—
|
|
||||
Forfeited
|
|
79
|
|
|
59.09
|
|
|
80
|
|
|
61.34
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
45.92
|
|
||||
Balance at February 1, 2015
|
|
879
|
|
|
$
|
39.25
|
|
|
452
|
|
|
$
|
59.27
|
|
|
62
|
|
|
$
|
42.86
|
|
|
186
|
|
|
$
|
45.75
|
|
Granted
|
|
399
|
|
|
57.43
|
|
|
156
|
|
|
63.35
|
|
|
19
|
|
|
66.07
|
|
|
238
|
|
|
61.6
|
|
||||
Exercised/vested
|
|
235
|
|
|
20.26
|
|
|
58
|
|
|
67.5
|
|
|
46
|
|
|
42.73
|
|
|
41
|
|
|
46.04
|
|
||||
Forfeited
|
|
176
|
|
|
55.22
|
|
|
155
|
|
|
62.06
|
|
|
4
|
|
|
38.25
|
|
|
50
|
|
|
53.35
|
|
||||
Balance at January 31, 2016
|
|
867
|
|
|
$
|
49.54
|
|
|
395
|
|
|
$
|
58.58
|
|
|
31
|
|
|
$
|
57.67
|
|
|
333
|
|
|
$
|
55.91
|
|
Granted
|
|
428
|
|
|
68.63
|
|
|
164
|
|
|
68.64
|
|
|
17
|
|
|
69.94
|
|
|
216
|
|
|
68.15
|
|
||||
Exercised/vested
|
|
191
|
|
|
36.76
|
|
|
7
|
|
|
64.36
|
|
|
34
|
|
|
58.39
|
|
|
91
|
|
|
56.87
|
|
||||
Forfeited
|
|
186
|
|
|
58.87
|
|
|
162
|
|
|
62.54
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|
55.95
|
|
||||
Balance at January 29, 2017
|
|
918
|
|
|
$
|
59.20
|
|
|
390
|
|
|
$
|
61.05
|
|
|
14
|
|
|
$
|
70.54
|
|
|
360
|
|
|
$
|
62.99
|
|
|
|
Fiscal Year Ended
|
|||||||
|
|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
|||
Expected term
|
|
4.00 years
|
|
|
4.00 years
|
|
|
4.00 years
|
|
Expected volatility
|
|
40.07
|
%
|
|
42.73
|
%
|
|
45.93
|
%
|
Risk-free interest rate
|
|
1.08
|
%
|
|
0.98
|
%
|
|
1.04
|
%
|
Dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
Outstanding
|
|
Exercisable
|
||||||||||||||||
Range of Exercise Prices
|
|
Number of Options
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Life (Years)
|
|
Number of Options
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Life (Years)
|
||||||||
|
|
(In thousands, except per share amounts and years)
|
||||||||||||||||||
$9.00 - $48.36
|
|
180
|
|
|
$
|
40.94
|
|
|
4.2
|
|
89
|
|
|
$
|
36.40
|
|
|
3.5
|
||
$52.59 - $53.79
|
|
214
|
|
|
53.40
|
|
|
5.1
|
|
63
|
|
|
53.25
|
|
|
4.9
|
||||
$53.87 - $67.68
|
|
132
|
|
|
63.97
|
|
|
5.1
|
|
35
|
|
|
62.88
|
|
|
4.6
|
||||
$68.69 - $68.69
|
|
351
|
|
|
68.69
|
|
|
6.2
|
|
—
|
|
|
—
|
|
|
0.0
|
||||
$69.30 - $76.95
|
|
41
|
|
|
73.06
|
|
|
3.9
|
|
27
|
|
|
73.80
|
|
|
2.9
|
||||
|
|
918
|
|
|
$
|
59.20
|
|
|
5.3
|
|
214
|
|
|
$
|
50.41
|
|
|
4.0
|
||
Intrinsic value
|
|
$
|
7,916
|
|
|
|
|
|
|
$
|
3,695
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
||||||
|
|
(In thousands)
|
||||||||||
Stock options
|
|
$
|
6,072
|
|
|
$
|
10,554
|
|
|
$
|
4,382
|
|
Performance-based restricted stock units
|
|
471
|
|
|
3,592
|
|
|
10,242
|
|
|||
Restricted shares
|
|
2,283
|
|
|
2,739
|
|
|
1,567
|
|
|||
Restricted stock units
|
|
6,084
|
|
|
2,230
|
|
|
—
|
|
|||
|
|
$
|
14,910
|
|
|
$
|
19,115
|
|
|
$
|
16,191
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
||||||
|
|
(In thousands, except per share amounts)
|
||||||||||
Net income
|
|
$
|
303,381
|
|
|
$
|
266,047
|
|
|
$
|
239,033
|
|
Basic weighted-average number of shares outstanding
|
|
137,086
|
|
|
140,365
|
|
|
143,935
|
|
|||
Assumed conversion of dilutive stock options and awards
|
|
216
|
|
|
245
|
|
|
363
|
|
|||
Diluted weighted-average number of shares outstanding
|
|
137,302
|
|
|
140,610
|
|
|
144,298
|
|
|||
Basic earnings per share
|
|
$
|
2.21
|
|
|
$
|
1.90
|
|
|
$
|
1.66
|
|
Diluted earnings per share
|
|
$
|
2.21
|
|
|
$
|
1.89
|
|
|
$
|
1.66
|
|
|
|
Payments Due by Fiscal Year
|
||||||||||||||||||||||||||
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||
Operating leases (minimum rent)
|
|
$
|
518,613
|
|
|
$
|
118,897
|
|
|
$
|
106,496
|
|
|
$
|
94,085
|
|
|
$
|
71,973
|
|
|
$
|
45,019
|
|
|
$
|
82,143
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
||||||
|
|
(In thousands)
|
||||||||||
Payments to related parties
|
|
|
|
|
|
|
||||||
Lease costs for one company-operated store
|
|
$
|
108
|
|
|
$
|
112
|
|
|
$
|
140
|
|
Consulting fees
|
|
$
|
167
|
|
|
$
|
354
|
|
|
$
|
289
|
|
Employment compensation
|
|
$
|
274
|
|
|
$
|
140
|
|
|
$
|
—
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
||||||
|
|
(In thousands)
|
||||||||||
Cash paid for income taxes
|
|
$
|
132,422
|
|
|
$
|
113,534
|
|
|
$
|
146,376
|
|
Interest paid
|
|
$
|
5,178
|
|
|
$
|
52
|
|
|
$
|
14
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
||||||
|
|
(In thousands)
|
||||||||||
Income (loss) before income tax expense
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
(30,955
|
)
|
|
$
|
84,286
|
|
|
$
|
94,234
|
|
Foreign
|
|
453,684
|
|
|
284,209
|
|
|
288,901
|
|
|||
|
|
422,729
|
|
|
368,495
|
|
|
383,135
|
|
|||
Current income tax expense (recovery)
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
36,245
|
|
|
$
|
(18,662
|
)
|
|
$
|
54,172
|
|
State
|
|
6,690
|
|
|
3,363
|
|
|
8,203
|
|
|||
Foreign
|
|
94,581
|
|
|
110,372
|
|
|
80,461
|
|
|||
|
|
137,516
|
|
|
95,073
|
|
|
142,836
|
|
|||
Deferred income tax expense (recovery)
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(11,065
|
)
|
|
$
|
8,719
|
|
|
$
|
7,763
|
|
State
|
|
(1,840
|
)
|
|
425
|
|
|
77
|
|
|||
Foreign
|
|
(5,263
|
)
|
|
(1,769
|
)
|
|
(6,574
|
)
|
|||
|
|
(18,168
|
)
|
|
7,375
|
|
|
1,266
|
|
|||
Income tax expense
|
|
$
|
119,348
|
|
|
$
|
102,448
|
|
|
$
|
144,102
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
||||||
|
|
(In thousands)
|
||||||||||
Transfer pricing adjustments, net
|
|
$
|
(10,706
|
)
|
|
$
|
(4,826
|
)
|
|
$
|
—
|
|
Tax on repatriation of foreign earnings
|
|
(38
|
)
|
|
7,838
|
|
|
33,746
|
|
|||
Tax adjustment on foreign tax credit calculations
|
|
—
|
|
|
(10,455
|
)
|
|
—
|
|
|||
Total tax adjustments
|
|
$
|
(10,744
|
)
|
|
$
|
(7,443
|
)
|
|
$
|
33,746
|
|
|
|
Fiscal Year Ended
|
|||||||
|
|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
|||
|
|
(Percentages)
|
|||||||
Federal income tax at statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Foreign tax rate differentials
|
|
(7.0
|
)
|
|
(6.9
|
)
|
|
(6.8
|
)
|
U.S. state taxes
|
|
1.6
|
|
|
0.8
|
|
|
1.2
|
|
Non-deductible compensation expense
|
|
0.6
|
|
|
0.6
|
|
|
0.3
|
|
Permanent and other
|
|
0.5
|
|
|
—
|
|
|
(0.9
|
)
|
Tax and related interest adjustments
|
|
|
|
|
|
|
|||
Transfer pricing adjustments, net
|
|
(2.5
|
)
|
|
(1.0
|
)
|
|
—
|
|
Tax on repatriation of foreign earnings
|
|
—
|
|
|
2.1
|
|
|
8.8
|
|
Tax adjustment on foreign tax credit calculations
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
Effective tax rate
|
|
28.2
|
%
|
|
27.8
|
%
|
|
37.6
|
%
|
|
|
January 29, 2017
|
|
January 31, 2016
|
||||
|
|
(In thousands)
|
||||||
Deferred income tax assets
|
|
|
|
|
||||
Net operating loss carry forwards
|
|
$
|
16,280
|
|
|
$
|
11,753
|
|
Property and equipment, net
|
|
(21,025
|
)
|
|
(35
|
)
|
||
Deferred lease liabilities
|
|
8,542
|
|
|
55
|
|
||
Stock-based compensation
|
|
2,354
|
|
|
—
|
|
||
Inventories
|
|
4,811
|
|
|
—
|
|
||
Lease inducements
|
|
8,142
|
|
|
29
|
|
||
Foreign tax credits
|
|
6,818
|
|
|
—
|
|
||
Other
|
|
334
|
|
|
—
|
|
||
|
|
26,256
|
|
|
11,802
|
|
||
Deferred income tax liabilities
|
|
|
|
|
||||
Property and equipment, net
|
|
$
|
(10,128
|
)
|
|
$
|
(29,214
|
)
|
Tax and related interest adjustments
|
|
—
|
|
|
(8,245
|
)
|
||
Deferred lease liabilities
|
|
831
|
|
|
8,757
|
|
||
Lease inducements
|
|
311
|
|
|
8,353
|
|
||
Inventories
|
|
—
|
|
|
4,015
|
|
||
Foreign tax credits
|
|
—
|
|
|
3,845
|
|
||
Stock-based compensation
|
|
—
|
|
|
2,192
|
|
||
Other
|
|
1,724
|
|
|
(462
|
)
|
||
|
|
(7,262
|
)
|
|
(10,759
|
)
|
||
Net deferred income tax assets
|
|
$
|
18,994
|
|
|
$
|
1,043
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
||||||
|
|
(In thousands)
|
||||||||||
Net revenue
|
|
|
|
|
|
|
||||||
Company-operated stores
|
|
$
|
1,704,357
|
|
|
$
|
1,516,323
|
|
|
$
|
1,348,225
|
|
Direct to consumer
|
|
453,287
|
|
|
401,525
|
|
|
321,180
|
|
|||
Other
|
|
186,748
|
|
|
142,675
|
|
|
127,808
|
|
|||
|
|
$
|
2,344,392
|
|
|
$
|
2,060,523
|
|
|
$
|
1,797,213
|
|
Income from operations before general corporate expenses
|
|
|
|
|
|
|
||||||
Company-operated stores
|
|
$
|
415,635
|
|
|
$
|
346,802
|
|
|
$
|
356,589
|
|
Direct to consumer
|
|
186,178
|
|
|
166,418
|
|
|
132,877
|
|
|||
Other
|
|
22,312
|
|
|
5,826
|
|
|
9,499
|
|
|||
|
|
624,125
|
|
|
519,046
|
|
|
498,965
|
|
|||
General corporate expenses
|
|
202,973
|
|
|
149,970
|
|
|
122,932
|
|
|||
Income from operations
|
|
421,152
|
|
|
369,076
|
|
|
376,033
|
|
|||
Other income (expense), net
|
|
1,577
|
|
|
(581
|
)
|
|
7,102
|
|
|||
Income before income tax expense
|
|
$
|
422,729
|
|
|
$
|
368,495
|
|
|
$
|
383,135
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
|
|
|
|
|
||||||
Company-operated stores
|
|
$
|
75,304
|
|
|
$
|
85,756
|
|
|
$
|
76,894
|
|
Direct to consumer
|
|
11,461
|
|
|
8,284
|
|
|
9,952
|
|
|||
Corporate and other
|
|
62,746
|
|
|
49,447
|
|
|
32,887
|
|
|||
|
|
$
|
149,511
|
|
|
$
|
143,487
|
|
|
$
|
119,733
|
|
Depreciation and amortization
|
|
|
|
|
|
|
||||||
Company-operated stores
|
|
$
|
59,585
|
|
|
$
|
50,951
|
|
|
$
|
37,951
|
|
Direct to consumer
|
|
7,015
|
|
|
6,628
|
|
|
6,299
|
|
|||
Corporate and other
|
|
21,097
|
|
|
15,804
|
|
|
14,114
|
|
|||
|
|
$
|
87,697
|
|
|
$
|
73,383
|
|
|
$
|
58,364
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
||||||
|
|
(In thousands)
|
||||||||||
United States
|
|
$
|
1,726,076
|
|
|
$
|
1,508,841
|
|
|
$
|
1,257,351
|
|
Canada
|
|
447,167
|
|
|
416,520
|
|
|
434,328
|
|
|||
Outside of North America
|
|
171,149
|
|
|
135,162
|
|
|
105,534
|
|
|||
|
|
$
|
2,344,392
|
|
|
$
|
2,060,523
|
|
|
$
|
1,797,213
|
|
|
|
January 29, 2017
|
|
January 31, 2016
|
||||
|
|
(In thousands)
|
||||||
United States
|
|
$
|
170,745
|
|
|
$
|
170,823
|
|
Canada
|
|
217,035
|
|
|
154,578
|
|
||
Outside of North America
|
|
35,719
|
|
|
24,204
|
|
||
|
|
$
|
423,499
|
|
|
$
|
349,605
|
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||||||||||||||||||||||||
|
|
Fourth
Quarter |
|
Third
Quarter |
|
Second
Quarter |
|
First
Quarter |
|
Fourth
Quarter |
|
Third
Quarter |
|
Second
Quarter |
|
First
Quarter |
||||||||||||||||
|
|
(Unaudited; Amounts in thousands, except per share amounts)
|
||||||||||||||||||||||||||||||
Net revenue
|
|
$
|
789,940
|
|
|
$
|
544,416
|
|
|
$
|
514,520
|
|
|
$
|
495,516
|
|
|
$
|
704,276
|
|
|
$
|
479,693
|
|
|
$
|
453,010
|
|
|
$
|
423,544
|
|
Cost of goods sold
|
|
362,041
|
|
|
265,990
|
|
|
260,359
|
|
|
256,385
|
|
|
349,809
|
|
|
254,896
|
|
|
240,985
|
|
|
217,667
|
|
||||||||
Gross profit
|
|
427,899
|
|
|
278,426
|
|
|
254,161
|
|
|
239,131
|
|
|
354,467
|
|
|
224,797
|
|
|
212,025
|
|
|
205,877
|
|
||||||||
Selling, general and administrative expenses
|
|
231,270
|
|
|
185,451
|
|
|
180,202
|
|
|
181,542
|
|
|
188,184
|
|
|
156,619
|
|
|
145,446
|
|
|
137,841
|
|
||||||||
Income from operations
|
|
196,629
|
|
|
92,975
|
|
|
73,959
|
|
|
57,589
|
|
|
166,283
|
|
|
68,178
|
|
|
66,579
|
|
|
68,036
|
|
||||||||
Other income (expense), net
|
|
857
|
|
|
628
|
|
|
578
|
|
|
(486
|
)
|
|
938
|
|
|
(2,890
|
)
|
|
842
|
|
|
529
|
|
||||||||
Income before income tax expense
|
|
197,486
|
|
|
93,603
|
|
|
74,537
|
|
|
57,103
|
|
|
167,221
|
|
|
65,288
|
|
|
67,421
|
|
|
68,565
|
|
||||||||
Income tax expense
|
|
61,351
|
|
|
25,318
|
|
|
20,912
|
|
|
11,767
|
|
|
49,805
|
|
|
12,135
|
|
|
19,753
|
|
|
20,755
|
|
||||||||
Net income
|
|
$
|
136,135
|
|
|
$
|
68,285
|
|
|
$
|
53,625
|
|
|
$
|
45,336
|
|
|
$
|
117,416
|
|
|
$
|
53,153
|
|
|
$
|
47,668
|
|
|
$
|
47,810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency translation adjustment
|
|
15,941
|
|
|
(24,748
|
)
|
|
(28,052
|
)
|
|
73,562
|
|
|
(47,369
|
)
|
|
(665
|
)
|
|
(39,368
|
)
|
|
22,606
|
|
||||||||
Comprehensive income
|
|
$
|
152,076
|
|
|
$
|
43,537
|
|
|
$
|
25,573
|
|
|
$
|
118,898
|
|
|
$
|
70,047
|
|
|
$
|
52,488
|
|
|
$
|
8,300
|
|
|
$
|
70,416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per share
|
|
$
|
0.99
|
|
|
$
|
0.50
|
|
|
$
|
0.39
|
|
|
$
|
0.33
|
|
|
$
|
0.85
|
|
|
$
|
0.38
|
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
Diluted earnings per share
|
|
$
|
0.99
|
|
|
$
|
0.50
|
|
|
$
|
0.39
|
|
|
$
|
0.33
|
|
|
$
|
0.85
|
|
|
$
|
0.38
|
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(1)
(A)
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(2)
(B)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A))
(3)
(C)
|
||||
Equity compensation plans approved by stockholders
|
|
1,668,504
|
|
|
$
|
59.20
|
|
|
19,338,881
|
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,668,504
|
|
|
$
|
59.20
|
|
|
19,338,881
|
|
(1)
|
This amount represents the following: (a)
918,143
shares subject to outstanding options, (b)
390,111
shares subject to outstanding performance-based restricted stock units, and (c)
360,250
shares subject to outstanding restricted stock units. The options, performance-based restricted stock units and restricted stock units are all under our 2007 Equity Incentive Plan or our 2014 Equity Incentive Plan. Restricted shares outstanding under our 2014 Equity Incentive Plan have already been reflected in our total outstanding common stock balance.
|
(2)
|
The weighted-average exercise price is calculated solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of performance-based restricted stock units and restricted stock units, which have no exercise price.
|
(3)
|
This includes (a)
14,299,075
shares of our common stock available for future issuance under our 2014 Equity Incentive Plan and (b)
5,039,806
shares of our common stock available for future issuance under our Employee Share Purchase Plan. The number of shares remaining available for future issuance under our 2014 Equity Incentive Plan is reduced by 1.7 shares for each award other than stock options granted and by one share for each stock option award granted. Outstanding awards that expire or are canceled without having been exercised or settled in full are available for issuance again under our 2014 Equity Incentive Plan and shares that are withheld in satisfaction of tax withholding obligations for full value awards are also again available for issuance. No further awards may be issued under the predecessor plan, our 2007 Equity Incentive Plan.
|
Description
|
|
Balance at Beginning of Year
|
|
Charged to Costs and Expenses
|
|
Write-offs Net of Recoveries
|
|
Balance at End of Year
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Shrink Provision on Finished Goods
|
|
|
|
|
|
|
|
|
||||||||
For the year ended February 1, 2015
|
|
$
|
(1,098
|
)
|
|
$
|
(3,564
|
)
|
|
$
|
3,338
|
|
|
$
|
(1,324
|
)
|
For the year ended January 31, 2016
|
|
(1,324
|
)
|
|
(5,633
|
)
|
|
6,530
|
|
|
(427
|
)
|
||||
For the year ended January 29, 2017
|
|
(427
|
)
|
|
(5,168
|
)
|
|
5,260
|
|
|
(335
|
)
|
||||
Obsolescence and Quality Provision on Finished Goods and Raw Materials
|
|
|
|
|
|
|
|
|
||||||||
For the year ended February 1, 2015
|
|
$
|
(5,493
|
)
|
|
$
|
(2,566
|
)
|
|
$
|
4,454
|
|
|
$
|
(3,605
|
)
|
For the year ended January 31, 2016
|
|
(3,605
|
)
|
|
(3,139
|
)
|
|
1,588
|
|
|
(5,156
|
)
|
||||
For the year ended January 29, 2017
|
|
(5,156
|
)
|
|
(3,200
|
)
|
|
3,343
|
|
|
(5,013
|
)
|
||||
Damage Provision on Finished Goods
|
|
|
|
|
|
|
|
|
||||||||
For the year ended February 1, 2015
|
|
$
|
(911
|
)
|
|
$
|
(8,064
|
)
|
|
$
|
7,907
|
|
|
$
|
(1,068
|
)
|
For the year ended January 31, 2016
|
|
(1,068
|
)
|
|
(12,790
|
)
|
|
12,659
|
|
|
(1,199
|
)
|
||||
For the year ended January 29, 2017
|
|
(1,199
|
)
|
|
(13,915
|
)
|
|
12,806
|
|
|
(2,308
|
)
|
||||
Sales Return Allowances
|
|
|
|
|
|
|
|
|
||||||||
For the year ended February 1, 2015
|
|
$
|
1,655
|
|
|
$
|
672
|
|
|
$
|
—
|
|
|
$
|
2,327
|
|
For the year ended January 31, 2016
|
|
2,327
|
|
|
2,132
|
|
|
—
|
|
|
4,459
|
|
||||
For the year ended January 29, 2017
|
|
4,459
|
|
|
269
|
|
|
—
|
|
|
4,728
|
|
||||
Valuation Allowance on Deferred Income Taxes
|
|
|
|
|
|
|
|
|
||||||||
For the year ended February 1, 2015
|
|
$
|
(91
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(91
|
)
|
For the year ended January 31, 2016
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
||||
For the year ended January 29, 2017
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
No.
|
|
Exhibit Title
|
|
Filed
Herewith
|
|
Form
|
|
Exhibit No.
|
|
File No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of lululemon athletica inc.
|
|
|
|
8-K
|
|
3.1
|
|
001-33608
|
|
8/8/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of lululemon athletica inc.
|
|
|
|
8-K
|
|
3.1
|
|
001-33608
|
|
7/1/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.3
|
|
Bylaws of lululemon athletica inc.
|
|
|
|
8-K
|
|
3.1
|
|
001-33608
|
|
6/5/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Form of Specimen Stock Certificate of lululemon athletica inc.
|
|
|
|
S-1/A
|
|
4.1
|
|
001-33608
|
|
7/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1*
|
|
lululemon athletica inc. 2014 Equity Incentive Plan
|
|
|
|
8-K
|
|
10.1
|
|
001-33608
|
|
6/13/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2*
|
|
Form of Non-Qualified Stock Option Agreement (for outside directors)
|
|
|
|
10-Q
|
|
10.2
|
|
001-33608
|
|
12/6/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3*
|
|
Form of Non-Qualified Stock Option Agreement (with clawback provision)
|
|
|
|
10-Q
|
|
10.1
|
|
001-33608
|
|
6/8/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4*
|
|
Form of Notice of Grant of Performance Shares and Performance Shares Agreement (with clawback provision)
|
|
|
|
10-Q
|
|
10.2
|
|
001-33608
|
|
6/8/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5*
|
|
Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (with clawback provision)
|
|
|
|
10-Q
|
|
10.3
|
|
001-33608
|
|
6/8/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6*
|
|
Form of Restricted Stock Award Agreement
|
|
|
|
10-Q
|
|
10.12
|
|
001-33608
|
|
12/11/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7*
|
|
Amended and Restated LIPO Investments (USA), Inc. Option Plan and form of Award Agreement
|
|
|
|
S-1
|
|
10.3
|
|
333-142477
|
|
5/1/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
Second Amended and Restated Registration Rights Agreement dated June 18, 2015 between lululemon athletica inc. and the parties named therein
|
|
|
|
10-Q
|
|
10.2
|
|
001-33608
|
|
9/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.9
|
|
Exchange Trust Agreement dated July 26, 2007 between lululemon athletica inc., Lulu Canadian Holding, Inc. and Computershare Trust Company of Canada
|
|
|
|
10-Q
|
|
10.5
|
|
001-33608
|
|
9/10/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
Exchangeable Share Support Agreement dated July 26, 2007 between lululemon athletica inc., Lululemon Callco ULC and Lulu Canadian Holding, Inc.
|
|
|
|
10-Q
|
|
10.6
|
|
001-33608
|
|
9/10/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11
|
|
Amended and Restated Declaration of Trust for Forfeitable Exchangeable Shares dated July 26, 2007, by and among the parties named therein
|
|
|
|
10-Q
|
|
10.7
|
|
001-33608
|
|
9/10/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
Amended and Restated Arrangement Agreement dated as of June 18, 2007, by and among the parties named therein (including Plan of Arrangement and Exchangeable Share Provisions)
|
|
|
|
S-1/A
|
|
10.14
|
|
333-142477
|
|
7/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
Form of Indemnification Agreement between lululemon athletica inc. and its directors and certain officers
|
|
|
|
S-1/A
|
|
10.16
|
|
333-142477
|
|
7/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14
|
|
Purchase and Sale Agreement between 2725312 Canada Inc and lululemon athletica inc., dated December 22, 2010
|
|
|
|
10-K
|
|
10.12
|
|
001-33608
|
|
3/17/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15*
|
|
Outside Director Compensation Plan
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
No.
|
|
Exhibit Title
|
|
Filed
Herewith
|
|
Form
|
|
Exhibit No.
|
|
File No.
|
|
Filing Date
|
10.16*
|
|
lululemon athletica inc. Employee Share Purchase Plan
|
|
|
|
10-Q
|
|
10.3
|
|
001-33608
|
|
11/29/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.17*
|
|
Executive Employment Agreement, effective as of December 1, 2013, between lululemon athletica inc. and Laurent Potdevin
|
|
|
|
8-K
|
|
10.1
|
|
001-33608
|
|
12/11/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.18*
|
|
Executive Employment Agreement, effective as of January 2, 2015, between lululemon athletica inc. and Stuart C. Haselden
|
|
|
|
8-K
|
|
10.1
|
|
001-33608
|
|
1/7/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19*
|
|
Executive Employment Agreement, effective as of November 24, 2014, between lululemon athletica inc. and Scott (Duke) Stump
|
|
|
|
10-Q
|
|
10.13
|
|
001-33608
|
|
12/11/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.20*
|
|
Executive Employment Agreement, effective as of June 4, 2015, between lululemon athletica inc. and Miguel Almeida
|
|
|
|
10-Q
|
|
10.1
|
|
001-33608
|
|
9/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.21*
|
|
Executive Employment Agreement, effective as of October 26, 2015, between lululemon athletica inc. and Lee Holman
|
|
|
|
10-K
|
|
10.22
|
|
001-33608
|
|
3/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.22*
|
|
Executive Employment Agreement, effective as of November 5, 2015, between lululemon athletica inc. and Gina Warren
|
|
|
|
10-Q
|
|
10.1
|
|
001-33608
|
|
12/9/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23*
|
|
Executive Employment Agreement, effective as of December 5, 2016, between lululemon athletica canada inc. and Celeste Burgoyne
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24
|
|
Credit Agreement, dated as of December 15, 2016, among lululemon athletica inc., lululemon athletica canada inc., Lulu Canadian Holding, Inc. and lululemon usa inc., as borrowers, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, HSBC Bank Canada, as syndication agent and letter of credit issuer, and each other lender party thereto.
|
|
|
|
8-K
|
|
10.1
|
|
001-33608
|
|
12/21/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.1
|
|
Subsidiaries of lululemon athletica inc.
|
|
|
|
10-K
|
|
21.1
|
|
001-33608
|
|
3/26/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1**
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LULULEMON ATHLETICA INC.
|
||
|
|
|
|
|
By:
|
|
/s/ LAURENT POTDEVIN
|
|
|
|
Laurent Potdevin
|
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
Date:
|
|
March 28, 2017
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ LAURENT POTDEVIN
|
|
Director and Chief Executive Officer
|
|
March 28, 2017
|
Laurent Potdevin
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ STUART C. HASELDEN
|
|
Chief Financial Officer (Principal
|
|
March 28, 2017
|
Stuart C. Haselden
|
|
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ MICHAEL CASEY
|
|
Director, Co-Chairman of the Board
|
|
March 28, 2017
|
Michael Casey
|
|
|
|
|
|
|
|
|
|
/s/ DAVID M. MUSSAFER
|
|
Director, Co-Chairman of the Board
|
|
March 28, 2017
|
David M. Mussafer
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT BENSOUSSAN
|
|
Director
|
|
March 28, 2017
|
Robert Bensoussan
|
|
|
|
|
|
|
|
|
|
/s/ STEVEN J. COLLINS
|
|
Director
|
|
March 28, 2017
|
Steven J. Collins
|
|
|
|
|
|
|
|
|
|
/s/ KATHRYN HENRY
|
|
Director
|
|
March 28, 2017
|
Kathryn Henry
|
|
|
|
|
|
|
|
|
|
/s/ JON MCNEILL
|
|
Director
|
|
March 28, 2017
|
Jon McNeill
|
|
|
|
|
|
|
|
|
|
/s/ MARTHA A.M. MORFITT
|
|
Director
|
|
March 28, 2017
|
Martha A.M. Morfitt
|
|
|
|
|
|
|
|
|
|
/s/ EMILY WHITE
|
|
Director
|
|
March 28, 2017
|
Emily White
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
No.
|
|
Exhibit Title
|
|
Filed
Herewith
|
|
Form
|
|
Exhibit No.
|
|
File No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of lululemon athletica inc.
|
|
|
|
8-K
|
|
3.1
|
|
001-33608
|
|
8/8/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of lululemon athletica inc.
|
|
|
|
8-K
|
|
3.1
|
|
001-33608
|
|
7/1/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.3
|
|
Bylaws of lululemon athletica inc.
|
|
|
|
8-K
|
|
3.1
|
|
001-33608
|
|
6/5/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Form of Specimen Stock Certificate of lululemon athletica inc.
|
|
|
|
S-1/A
|
|
4.1
|
|
001-33608
|
|
7/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1*
|
|
lululemon athletica inc. 2014 Equity Incentive Plan
|
|
|
|
8-K
|
|
10.1
|
|
001-33608
|
|
6/13/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2*
|
|
Form of Non-Qualified Stock Option Agreement (for outside directors)
|
|
|
|
10-Q
|
|
10.2
|
|
001-33608
|
|
12/6/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3*
|
|
Form of Non-Qualified Stock Option Agreement (with clawback provision)
|
|
|
|
10-Q
|
|
10.1
|
|
001-33608
|
|
6/8/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4*
|
|
Form of Notice of Grant of Performance Shares and Performance Shares Agreement (with clawback provision)
|
|
|
|
10-Q
|
|
10.2
|
|
001-33608
|
|
6/8/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5*
|
|
Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (with clawback provision)
|
|
|
|
10-Q
|
|
10.3
|
|
001-33608
|
|
6/8/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6*
|
|
Form of Restricted Stock Award Agreement
|
|
|
|
10-Q
|
|
10.12
|
|
001-33608
|
|
12/11/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7*
|
|
Amended and Restated LIPO Investments (USA), Inc. Option Plan and form of Award Agreement
|
|
|
|
S-1
|
|
10.3
|
|
333-142477
|
|
5/1/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
Second Amended and Restated Registration Rights Agreement dated June 18, 2015 between lululemon athletica inc. and the parties named therein
|
|
|
|
10-Q
|
|
10.2
|
|
001-33608
|
|
9/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.9
|
|
Exchange Trust Agreement dated July 26, 2007 between lululemon athletica inc., Lulu Canadian Holding, Inc. and Computershare Trust Company of Canada
|
|
|
|
10-Q
|
|
10.5
|
|
001-33608
|
|
9/10/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
Exchangeable Share Support Agreement dated July 26, 2007 between lululemon athletica inc., Lululemon Callco ULC and Lulu Canadian Holding, Inc.
|
|
|
|
10-Q
|
|
10.6
|
|
001-33608
|
|
9/10/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11
|
|
Amended and Restated Declaration of Trust for Forfeitable Exchangeable Shares dated July 26, 2007, by and among the parties named therein
|
|
|
|
10-Q
|
|
10.7
|
|
001-33608
|
|
9/10/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
Amended and Restated Arrangement Agreement dated as of June 18, 2007, by and among the parties named therein (including Plan of Arrangement and Exchangeable Share Provisions)
|
|
|
|
S-1/A
|
|
10.14
|
|
333-142477
|
|
7/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
Form of Indemnification Agreement between lululemon athletica inc. and its directors and certain officers
|
|
|
|
S-1/A
|
|
10.16
|
|
333-142477
|
|
7/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14
|
|
Purchase and Sale Agreement between 2725312 Canada Inc and lululemon athletica inc., dated December 22, 2010
|
|
|
|
10-K
|
|
10.12
|
|
001-33608
|
|
3/17/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15*
|
|
Outside Director Compensation Plan
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16*
|
|
lululemon athletica inc. Employee Share Purchase Plan
|
|
|
|
10-Q
|
|
10.3
|
|
001-33608
|
|
11/29/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
No.
|
|
Exhibit Title
|
|
Filed
Herewith
|
|
Form
|
|
Exhibit No.
|
|
File No.
|
|
Filing Date
|
10.17*
|
|
Executive Employment Agreement, effective as of December 1, 2013, between lululemon athletica inc. and Laurent Potdevin
|
|
|
|
8-K
|
|
10.1
|
|
001-33608
|
|
12/11/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.18*
|
|
Executive Employment Agreement, effective as of January 2, 2015, between lululemon athletica inc. and Stuart C. Haselden
|
|
|
|
8-K
|
|
10.1
|
|
001-33608
|
|
1/7/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19*
|
|
Executive Employment Agreement, effective as of November 24, 2014, between lululemon athletica inc. and Scott (Duke) Stump
|
|
|
|
10-Q
|
|
10.13
|
|
001-33608
|
|
12/11/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.20*
|
|
Executive Employment Agreement, effective as of June 4, 2015, between lululemon athletica inc. and Miguel Almeida
|
|
|
|
10-Q
|
|
10.1
|
|
001-33608
|
|
9/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.21*
|
|
Executive Employment Agreement, effective as of October 26, 2015, between lululemon athletica inc. and Lee Holman
|
|
|
|
10-K
|
|
10.22
|
|
001-33608
|
|
3/30/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.22*
|
|
Executive Employment Agreement, effective as of November 5, 2015, between lululemon athletica inc. and Gina Warren
|
|
|
|
10-Q
|
|
10.1
|
|
001-33608
|
|
12/9/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23*
|
|
Executive Employment Agreement, effective as of December 5, 2016, between lululemon athletica canada inc. and Celeste Burgoyne
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24
|
|
Credit Agreement, dated as of December 15, 2016, among lululemon athletica inc., lululemon athletica canada inc., Lulu Canadian Holding, Inc. and lululemon usa inc., as borrowers, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, HSBC Bank Canada, as syndication agent and letter of credit issuer, and each other lender party thereto.
|
|
|
|
8-K
|
|
10.1
|
|
001-33608
|
|
12/21/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.1
|
|
Subsidiaries of lululemon athletica inc.
|
|
|
|
10-K
|
|
21.1
|
|
001-33608
|
|
3/26/2015
|
|
|
|
|
|
|
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23.1
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Consent of PricewaterhouseCoopers LLP
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X
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31.1
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Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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X
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31.2
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Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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X
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32.1**
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Outside Director Compensation Plan (a)
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Annual Cash Retainer:
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Board Member
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$70,000
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Non-Executive Chairman of the Board
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$100,000
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Lead Director
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$50,000
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Audit Committee Chair
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$20,000
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Audit Committee Member
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No additional compensation
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Compensation Committee Chair
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$15,000
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Compensation Committee Member
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No additional compensation
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Nominating Committee Chair
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$10,000
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Nominating Committee Member
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No additional compensation
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Additional Payments:
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Attendance Fee for In Person Attendance at Board Meeting
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$1,500
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Attendance Fee for Telephonic Attendance at Board Meeting
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$1,000
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Attendance Fee for Committee Meeting Attendance
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$1,000
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Equity Grant Upon Initial Election or Appointment
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New directors – on the date of initial election or appointment to the Board, new directors (other than directors elected at the annual meeting of stockholders who will receive the annual grant of restricted stock as set forth below) will be entitled to a pro-rata portion of the annual restricted stock award grant
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Pro-rata for partial year of service based on the date of initial election or appointment, relative to the date of the preceding Annual Meeting of Stockholders
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Annual Grant of Restricted Stock (b)
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$125,000
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Expense Reimbursement –
for travel, lodging and other reasonable out-of-pocket expenses incurred in attending board and committee meetings.
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(a)
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Each member of the Board, other than a director employed by the Company, is entitled to receive compensation under this plan.
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(b)
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Each share of restricted stock will be fully vested on the earlier of (1) first anniversary of the grant date and (2) the Company's next Annual General Meeting.
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1.01
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Definitions
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2.01
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Employment
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2.02
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Term
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2.03
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Place of Employment
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3.01
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Base Salary
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3.02
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Bonus
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3.03
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Incentives
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3.04
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Benefits
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3.05
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Fund Your Future Program
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3.06
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Plan documents and right to change
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3.07
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Vacation
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3.08
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Expenses
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4.01
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Full Time Service
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4.02
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Duties and Responsibilities
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4.03
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Policies, Rules and Regulations
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4.04
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Conflict of Interest
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4.05
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Business Opportunities:
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4.06
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Restrictive Covenants
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4.07
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Pre-existing Obligations
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4.08
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Anti-bribery
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4.09
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Confidential Information
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(a)
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will not use, copy or reproduce the Confidential Information except as may be reasonably required for the Executive to perform the Executive’s duties for the Company, and the Executive will not directly or indirectly use, disseminate or disclose any Confidential Information for the Executive’s own benefit or the benefit of any other person or entity; and
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(b)
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the Executive you will take all necessary precautions against unauthorized disclosure of the Confidential Information.
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4.10
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Stock Ownership Guidelines
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5.01
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Termination by the Company
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5.02
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Termination by the Executive
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5.03
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Payments on Termination Without Cause
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(a)
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Accrued Compensation
. The Company will pay the Executive’s Base Salary accrued and unpaid up to and including the Termination Date, including accrued vacation pay, at the rate in effect at the time notice of termination is given by the Company.
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(b)
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Bonus Compensation
. The Executive shall not receive any bonus payment whatsoever pursuant to Section 3.02 or the Bonus Plan except such bonus which is already earned and due to be paid up to and including the Termination Date, notwithstanding any period following the Termination Date during which the Executive may receive any payments or benefits under the terms of this Agreement or at law.
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(c)
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Restricted Share Units, Performance Share Units and Stock Options.
The Executive’s rights regarding any Restricted Share Units, Performance Share Units or stock options from the Company will be governed by the terms of the Plan and the applicable plans, agreements policies of the Company, including without limitation the Plan.
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(d)
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Notice.
The Executive will be entitled to fifteen (15) months’ notice or payment of Base Salary in lieu, or a combination of notice and payment. Any payment made pursuant to this Section 5.03(1)(d) shall be:
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i.
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less any termination or severance pay paid pursuant to the
Employment Standards Act
(British Columbia);
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ii.
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subject to regular and statutory withholdings, and
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iii.
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paid in equal instalments on the Company’s normal paydays.
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(e)
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RCA.
Any amounts owing to the Executive pursuant to Section 5.03(d) that are above the minimum required under the
Employment Standards Act
(British Columbia) shall be forfeited if the Executive fails to comply with the Restrictive Covenant Agreement.
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(f)
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Deductions
. The Company may deduct from the amounts payable by it to the Executive or for the Executive’s benefit pursuant to Section 5.03(1)(a), (b), (c), or (d) any amounts owing to the Company by the Executive.
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(g)
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Fair and Reasonable
. The parties agree that the provisions of Section 5.03 are fair and reasonable and that the amounts payable by the Company to the Executive’s - benefit pursuant to Section 5.03 are reasonable.
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(h)
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No Other Payments or Benefits
. The terms and conditions of this Section 5.03 and the amounts paid and the benefits provided to the Executive hereunder are in full satisfaction of any payments or benefits which the Executive may otherwise have been entitled to receive in relation to the termination of this Agreement and the Executive’s employment hereunder pursuant to the common law and any applicable laws, including, without limitation, the British Columbia
Employment Standards Act
, or any of the Company’s programs, policies,
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5.04
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Payments on Termination by Company for Cause
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(a)
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Accrued Base Salary
. The Company will pay the Executive’s Base Salary accrued but unpaid up to and including the Termination Date, including accrued vacation pay, at the rate in effect at the time the notice of termination is given.
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(b)
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Accrued Expenses
. The Company will reimburse the Executive for any business expenses reasonably incurred by the Executive up to and including the Termination Date in accordance with the Company's normal expenses policy applicable to the Executive at that time.
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(c)
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Bonus Compensation
. The Executive shall not receive any bonus payment whatsoever pursuant to Section 3.02 or the Bonus Plan except such bonus which is already earned and due to be paid up to and including the Termination Date, notwithstanding any period following the Termination Date during which the Executive may receive any payments or benefits under the terms of the Agreement.
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(d)
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Restricted Share Units, Performance Share Units and Stock Options.
The Executive’s rights regarding any Restricted Share Units, Performance Share Units or stock options from the Company will be governed by the terms of the Plan and the applicable plans, agreements policies of the Company, including without limitation the Plan.
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5.05
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Fair and Reasonable
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5.06
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Return of Property
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5.07
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No Termination Claims
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5.08
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Resignation as Director and Officer
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5.09
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Provisions which Operate Following Termination
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6.01
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Deductions
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6.02
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Entire Agreement
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6.03
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Severability
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6.04
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Amendments and Waivers
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6.05
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Notices
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6.06
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Equitable Remedies
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6.07
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Governing Law
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6.08
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Attornment
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By:
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/s/ LAURENT POTDEVIN
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Laurent Potdevin, Chief Executive Officer
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SIGNED, SEALED AND DELIVERED
in the presence of:
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/s/ CELESTE BURGOYNE
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Celeste Burgoyne
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Witness Signature
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December 7, 2016
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Date
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/s/ PricewaterhouseCoopers LLP
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Vancouver, BC
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By:
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/s/ LAURENT POTDEVIN
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Laurent Potdevin
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Chief Executive Officer and Director
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(Principal Executive Officer)
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By:
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/s/ STUART C. HASELDEN
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Stuart C. Haselden
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Chief Financial Officer
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(Principal Financial Officer and
Principal Accounting Officer)
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/s/ LAURENT POTDEVIN
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Laurent Potdevin
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Chief Executive Officer and Director
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(Principal Executive Officer)
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/s/ STUART C. HASELDEN
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Stuart C. Haselden
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Chief Financial Officer
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(Principal Financial Officer)
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