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þ
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QUARTERLY 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 No.)
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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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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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Page
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Item 1.
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||
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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July 30,
2017 |
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January 29,
2017 |
||||
ASSETS
|
||||||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
721,212
|
|
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$
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734,846
|
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Accounts receivable
|
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15,873
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|
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9,200
|
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||
Inventories
|
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316,368
|
|
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298,432
|
|
||
Prepaid and receivable income taxes
|
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66,161
|
|
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81,190
|
|
||
Other prepaid expenses and other current assets
|
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51,408
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39,069
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||
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1,171,022
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1,162,737
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||
Property and equipment, net
|
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426,961
|
|
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423,499
|
|
||
Goodwill and intangible assets, net
|
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24,749
|
|
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24,557
|
|
||
Deferred income tax assets
|
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40,016
|
|
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26,256
|
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Other non-current assets
|
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24,175
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|
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20,492
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$
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1,686,923
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$
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1,657,541
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LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
19,049
|
|
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$
|
24,846
|
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Accrued inventory liabilities
|
|
21,292
|
|
|
8,601
|
|
||
Accrued compensation and related expenses
|
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47,920
|
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55,238
|
|
||
Income taxes payable
|
|
6,519
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|
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30,290
|
|
||
Unredeemed gift card liability
|
|
56,170
|
|
|
70,454
|
|
||
Other current liabilities
|
|
73,341
|
|
|
52,561
|
|
||
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224,291
|
|
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241,990
|
|
||
Deferred income tax liabilities
|
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7,668
|
|
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7,262
|
|
||
Other non-current liabilities
|
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57,155
|
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48,316
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|
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289,114
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297,568
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Stockholders' equity
|
|
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|
||||
Undesignated preferred stock, $0.01 par value: 5,000 shares authorized; none issued and outstanding
|
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—
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—
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||
Exchangeable stock, no par value: 60,000 shares authorized; 9,781 and 9,781 issued and outstanding
|
|
—
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|
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—
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||
Special voting stock, $0.000005 par value: 60,000 shares authorized; 9,781 and 9,781 issued and outstanding
|
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—
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|
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—
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|
||
Common stock, $0.005 par value: 400,000 shares authorized; 125,697 and 127,304 issued and outstanding
|
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628
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|
|
637
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Additional paid-in capital
|
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272,043
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266,622
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Retained earnings
|
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1,285,559
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1,294,214
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Accumulated other comprehensive loss
|
|
(160,421
|
)
|
|
(201,500
|
)
|
||
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1,397,809
|
|
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1,359,973
|
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||
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$
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1,686,923
|
|
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$
|
1,657,541
|
|
|
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Quarter Ended
|
|
Two Quarters Ended
|
||||||||||||
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July 30, 2017
|
|
July 31, 2016
|
|
July 30, 2017
|
|
July 31, 2016
|
||||||||
Net revenue
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$
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581,054
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$
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514,520
|
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$
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1,101,361
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$
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1,010,036
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Cost of goods sold
|
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283,632
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260,359
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547,044
|
|
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516,744
|
|
||||
Gross profit
|
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297,422
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254,161
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|
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554,317
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|
|
493,292
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|
||||
Selling, general and administrative expenses
|
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225,524
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180,202
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424,665
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361,744
|
|
||||
Asset impairment and restructuring costs
|
|
3,186
|
|
|
—
|
|
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15,517
|
|
|
—
|
|
||||
Income from operations
|
|
68,712
|
|
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73,959
|
|
|
114,135
|
|
|
131,548
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|
||||
Other income (expense), net
|
|
812
|
|
|
578
|
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1,719
|
|
|
92
|
|
||||
Income before income tax expense
|
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69,524
|
|
|
74,537
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|
|
115,854
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|
|
131,640
|
|
||||
Income tax expense
|
|
20,813
|
|
|
20,912
|
|
|
35,897
|
|
|
32,679
|
|
||||
Net income
|
|
$
|
48,711
|
|
|
$
|
53,625
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|
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$
|
79,957
|
|
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$
|
98,961
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
|
72,854
|
|
|
(28,052
|
)
|
|
41,079
|
|
|
45,510
|
|
||||
Comprehensive income
|
|
$
|
121,565
|
|
|
$
|
25,573
|
|
|
$
|
121,036
|
|
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$
|
144,471
|
|
|
|
|
|
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|
|
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|
||||||||
Basic earnings per share
|
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$
|
0.36
|
|
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$
|
0.39
|
|
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$
|
0.59
|
|
|
$
|
0.72
|
|
Diluted earnings per share
|
|
$
|
0.36
|
|
|
$
|
0.39
|
|
|
$
|
0.58
|
|
|
$
|
0.72
|
|
Basic weighted-average number of shares outstanding
|
|
136,171
|
|
|
136,987
|
|
|
136,604
|
|
|
137,071
|
|
||||
Diluted weighted-average number of shares outstanding
|
|
136,303
|
|
|
137,229
|
|
|
136,747
|
|
|
137,309
|
|
|
|
Exchangeable Stock
|
|
Special Voting Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Loss
|
|
Total
|
|||||||||||||||||||
|
|
Shares
|
|
Shares
|
|
Par Value
|
|
Shares
|
|
Par Value
|
|
|
|
|
|||||||||||||||||||
Balance at January 29, 2017
|
|
9,781
|
|
|
9,781
|
|
|
$
|
—
|
|
|
127,304
|
|
|
$
|
637
|
|
|
$
|
266,622
|
|
|
$
|
1,294,214
|
|
|
$
|
(201,500
|
)
|
|
$
|
1,359,973
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79,957
|
|
|
|
|
79,957
|
|
|||||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,079
|
|
|
41,079
|
|
|||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
8,710
|
|
|
|
|
|
|
8,710
|
|
|||||||||||||
Common stock issued upon settlement of stock-based compensation
|
|
|
|
|
|
|
|
141
|
|
|
1
|
|
|
914
|
|
|
|
|
|
|
915
|
|
|||||||||||
Shares withheld related to net share settlement of stock-based compensation
|
|
|
|
|
|
|
|
(41
|
)
|
|
—
|
|
|
(2,024
|
)
|
|
|
|
|
|
(2,024
|
)
|
|||||||||||
Repurchase of common stock
|
|
|
|
|
|
|
|
(1,707
|
)
|
|
(10
|
)
|
|
(2,179
|
)
|
|
(88,612
|
)
|
|
|
|
(90,801
|
)
|
||||||||||
Balance at July 30, 2017
|
|
9,781
|
|
|
9,781
|
|
|
$
|
—
|
|
|
125,697
|
|
|
$
|
628
|
|
|
$
|
272,043
|
|
|
$
|
1,285,559
|
|
|
$
|
(160,421
|
)
|
|
$
|
1,397,809
|
|
|
|
Two Quarters Ended
|
||||||
|
|
July 30, 2017
|
|
July 31, 2016
|
||||
Cash flows from operating activities
|
|
|
|
|
||||
Net income
|
|
$
|
79,957
|
|
|
$
|
98,961
|
|
Items not affecting cash
|
|
|
|
|
||||
Depreciation and amortization
|
|
51,569
|
|
|
39,683
|
|
||
Stock-based compensation expense
|
|
8,710
|
|
|
8,126
|
|
||
Asset impairment
|
|
11,593
|
|
|
—
|
|
||
Changes in operating assets and liabilities
|
|
|
|
|
||||
Inventories
|
|
(10,041
|
)
|
|
16,947
|
|
||
Prepaid and receivable income taxes
|
|
15,029
|
|
|
(6,020
|
)
|
||
Other prepaid expenses and other current assets
|
|
(17,502
|
)
|
|
(9,595
|
)
|
||
Other non-current assets
|
|
(15,620
|
)
|
|
(9,317
|
)
|
||
Accounts payable
|
|
(6,784
|
)
|
|
(2,512
|
)
|
||
Accrued inventory liabilities
|
|
9,571
|
|
|
(8,432
|
)
|
||
Accrued compensation and related expenses
|
|
(8,970
|
)
|
|
(5,967
|
)
|
||
Income taxes payable
|
|
(25,310
|
)
|
|
(6,948
|
)
|
||
Unredeemed gift card liability
|
|
(15,192
|
)
|
|
(12,679
|
)
|
||
Other accrued and non-current liabilities
|
|
25,028
|
|
|
(1,054
|
)
|
||
Net cash provided by operating activities
|
|
102,038
|
|
|
101,193
|
|
||
Cash flows from investing activities
|
|
|
|
|
||||
Purchase of property and equipment
|
|
(49,889
|
)
|
|
(71,261
|
)
|
||
Net cash used in investing activities
|
|
(49,889
|
)
|
|
(71,261
|
)
|
||
Cash flows from financing activities
|
|
|
|
|
||||
Proceeds from settlement of stock-based compensation
|
|
915
|
|
|
5,079
|
|
||
Taxes paid related to net share settlement of stock-based compensation
|
|
(2,024
|
)
|
|
(1,605
|
)
|
||
Repurchase of common stock
|
|
(90,801
|
)
|
|
(28,556
|
)
|
||
Net cash used in financing activities
|
|
(91,910
|
)
|
|
(25,082
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
26,127
|
|
|
29,018
|
|
||
(Decrease) increase in cash and cash equivalents
|
|
(13,634
|
)
|
|
33,868
|
|
||
Cash and cash equivalents, beginning of period
|
|
$
|
734,846
|
|
|
$
|
501,482
|
|
Cash and cash equivalents, end of period
|
|
$
|
721,212
|
|
|
$
|
535,350
|
|
Note 1
|
||
Note 2
|
||
Note 3
|
||
Note 4
|
||
Note 5
|
||
Note 6
|
||
Note 7
|
||
Note 8
|
||
Note 9
|
||
Note 10
|
||
Note 11
|
|
|
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 January 29, 2017
|
|
918
|
|
|
$
|
59.20
|
|
|
390
|
|
|
$
|
61.05
|
|
|
14
|
|
|
$
|
70.54
|
|
|
360
|
|
|
$
|
62.99
|
|
Granted
|
|
597
|
|
|
51.91
|
|
|
184
|
|
|
51.90
|
|
|
22
|
|
|
51.72
|
|
|
312
|
|
|
52.08
|
|
||||
Exercised/released
|
|
26
|
|
|
35.27
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
70.29
|
|
|
92
|
|
|
65.94
|
|
||||
Forfeited
|
|
137
|
|
|
57.96
|
|
|
188
|
|
|
53.74
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
57.08
|
|
||||
Balance at July 30, 2017
|
|
1,352
|
|
|
$
|
56.56
|
|
|
386
|
|
|
$
|
60.25
|
|
|
22
|
|
|
$
|
51.72
|
|
|
513
|
|
|
$
|
56.60
|
|
Exercisable at July 30, 2017
|
|
314
|
|
|
$
|
57.57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Two Quarters Ended
July 30, 2017 |
|
Expected term
|
|
4.00 years
|
|
Expected volatility
|
|
38.28
|
%
|
Risk-free interest rate
|
|
1.72
|
%
|
Dividend yield
|
|
—
|
%
|
•
|
Level 1 - defined as observable inputs such as quoted prices in active markets;
|
•
|
Level 2 - defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
|
•
|
Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
|
|
July 30, 2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Net forward currency contract (liabilities) assets
|
|
$
|
(1,131
|
)
|
|
$
|
—
|
|
|
$
|
(1,131
|
)
|
|
$
|
—
|
|
|
|
July 30, 2017
|
|
July 31, 2016
|
||||
|
|
(in thousands)
|
||||||
Derivatives designated as net investment hedges
|
|
$
|
78,000
|
|
|
$
|
—
|
|
Derivatives not designated in a hedging relationship
|
|
65,000
|
|
|
—
|
|
|
|
July 30, 2017
|
|
July 31, 2016
|
||||
|
|
(in thousands)
|
||||||
Derivatives designated as net investment hedges, recognized within:
|
|
|
|
|
||||
Other current liabilities
|
|
$
|
7,068
|
|
|
$
|
—
|
|
Derivatives not designated in a hedging relationship, recognized within:
|
|
|
|
|
||||
Other prepaid expenses and other current assets
|
|
5,937
|
|
|
—
|
|
|
|
July 30, 2017
|
|
July 31, 2016
|
||||
|
|
(in thousands)
|
||||||
Derivatives designated as net investment hedges:
|
|
|
|
|
||||
(Loss) gain recognized in other comprehensive income
|
|
$
|
(8,925
|
)
|
|
$
|
—
|
|
Derivatives not designated in a hedging relationship:
|
|
|
|
|
||||
Gain (loss) recognized in selling, general and administrative expenses
|
|
7,634
|
|
|
—
|
|
|
|
Quarter Ended
July 30, 2017 |
|
Two Quarters Ended
July 30, 2017 |
||||
|
|
(In thousands)
|
||||||
Costs recorded in cost of goods sold:
|
|
|
|
|
||||
Provision to reduce inventories to net realizable value
|
|
$
|
962
|
|
|
$
|
2,904
|
|
Expected loss on committed inventory purchases
|
|
(941
|
)
|
|
2,536
|
|
||
Accelerated depreciation
|
|
2,223
|
|
|
2,223
|
|
||
|
|
2,244
|
|
|
7,663
|
|
||
Costs recorded in operating expenses:
|
|
|
|
|
||||
Impairment of property and equipment
|
|
—
|
|
|
11,593
|
|
||
Employee related costs
|
|
2,458
|
|
|
3,196
|
|
||
Lease termination and other restructuring costs
|
|
728
|
|
|
728
|
|
||
Asset impairment and restructuring costs
|
|
3,186
|
|
|
15,517
|
|
||
Restructuring and related costs
|
|
$
|
5,430
|
|
|
$
|
23,180
|
|
|
|
Quarter Ended
|
|
Two Quarters Ended
|
||||||||||||
|
|
July 30, 2017
|
|
July 31, 2016
|
|
July 30, 2017
|
|
July 31, 2016
|
||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||
Net income
|
|
$
|
48,711
|
|
|
$
|
53,625
|
|
|
$
|
79,957
|
|
|
$
|
98,961
|
|
Basic weighted-average number of shares outstanding
|
|
136,171
|
|
|
136,987
|
|
|
136,604
|
|
|
137,071
|
|
||||
Assumed conversion of dilutive stock options and awards
|
|
132
|
|
|
242
|
|
|
143
|
|
|
238
|
|
||||
Diluted weighted-average number of shares outstanding
|
|
136,303
|
|
|
137,229
|
|
|
136,747
|
|
|
137,309
|
|
||||
Basic earnings per share
|
|
$
|
0.36
|
|
|
$
|
0.39
|
|
|
$
|
0.59
|
|
|
$
|
0.72
|
|
Diluted earnings per share
|
|
$
|
0.36
|
|
|
$
|
0.39
|
|
|
$
|
0.58
|
|
|
$
|
0.72
|
|
|
|
July 30,
2017 |
|
January 29,
2017 |
||||
|
|
(In thousands)
|
||||||
Inventories:
|
|
|
|
|
||||
Finished goods
|
|
$
|
329,535
|
|
|
$
|
306,087
|
|
Provision to reduce inventories to net realizable value
|
|
(13,167
|
)
|
|
(7,655
|
)
|
||
|
|
$
|
316,368
|
|
|
$
|
298,432
|
|
Property and equipment, net:
|
|
|
|
|
||||
Land
|
|
$
|
82,358
|
|
|
$
|
78,561
|
|
Buildings
|
|
39,032
|
|
|
32,174
|
|
||
Leasehold improvements
|
|
285,931
|
|
|
273,801
|
|
||
Furniture and fixtures
|
|
86,610
|
|
|
84,479
|
|
||
Computer hardware
|
|
61,611
|
|
|
58,270
|
|
||
Computer software
|
|
187,040
|
|
|
160,835
|
|
||
Equipment and vehicles
|
|
14,670
|
|
|
13,704
|
|
||
Accumulated depreciation
|
|
(330,291
|
)
|
|
(278,325
|
)
|
||
|
|
$
|
426,961
|
|
|
$
|
423,499
|
|
Goodwill and intangible assets, net:
|
|
|
|
|
||||
Goodwill
|
|
$
|
25,496
|
|
|
$
|
25,496
|
|
Changes in foreign currency exchange rates
|
|
(947
|
)
|
|
(1,263
|
)
|
||
|
|
24,549
|
|
|
24,233
|
|
||
Intangibles - reacquired franchise rights
|
|
10,150
|
|
|
10,150
|
|
||
Accumulated amortization
|
|
(9,942
|
)
|
|
(9,807
|
)
|
||
Changes in foreign currency exchange rates
|
|
(8
|
)
|
|
(19
|
)
|
||
|
|
200
|
|
|
324
|
|
||
|
|
$
|
24,749
|
|
|
$
|
24,557
|
|
Other current liabilities:
|
|
|
|
|
||||
Accrued duty, freight, and other operating expenses
|
|
$
|
38,871
|
|
|
$
|
27,477
|
|
Sales tax collected
|
|
12,551
|
|
|
10,182
|
|
||
Accrued rent
|
|
4,988
|
|
|
5,562
|
|
||
Other
|
|
16,931
|
|
|
9,340
|
|
||
|
|
$
|
73,341
|
|
|
$
|
52,561
|
|
Other non-current liabilities:
|
|
|
|
|
||||
Deferred lease liability
|
|
$
|
27,514
|
|
|
$
|
26,648
|
|
Tenant inducements
|
|
23,808
|
|
|
21,668
|
|
||
Other
|
|
5,833
|
|
|
—
|
|
||
|
|
$
|
57,155
|
|
|
$
|
48,316
|
|
|
|
Quarter Ended
|
|
Two Quarters Ended
|
||||||||||||
|
|
July 30, 2017
|
|
July 31, 2016
|
|
July 30, 2017
|
|
July 31, 2016
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
||||||||
Company-operated stores
|
|
$
|
413,944
|
|
|
$
|
381,389
|
|
|
$
|
793,043
|
|
|
$
|
740,093
|
|
Direct to consumer
|
|
113,049
|
|
|
87,399
|
|
|
210,272
|
|
|
184,965
|
|
||||
Other
|
|
54,061
|
|
|
45,732
|
|
|
98,046
|
|
|
84,978
|
|
||||
|
|
$
|
581,054
|
|
|
$
|
514,520
|
|
|
$
|
1,101,361
|
|
|
$
|
1,010,036
|
|
Income from operations before general corporate expense:
|
|
|
|
|
|
|
|
|
||||||||
Company-operated stores
|
|
$
|
92,609
|
|
|
$
|
80,277
|
|
|
$
|
170,139
|
|
|
$
|
153,564
|
|
Direct to consumer
|
|
40,139
|
|
|
32,644
|
|
|
75,566
|
|
|
71,152
|
|
||||
Other
|
|
6,952
|
|
|
4,636
|
|
|
9,760
|
|
|
6,720
|
|
||||
|
|
139,700
|
|
|
117,557
|
|
|
255,465
|
|
|
231,436
|
|
||||
General corporate expense
|
|
65,558
|
|
|
43,598
|
|
|
118,150
|
|
|
99,888
|
|
||||
Restructuring and related costs
|
|
5,430
|
|
|
—
|
|
|
23,180
|
|
|
—
|
|
||||
Income from operations
|
|
68,712
|
|
|
73,959
|
|
|
114,135
|
|
|
131,548
|
|
||||
Other income (expense), net
|
|
812
|
|
|
578
|
|
|
1,719
|
|
|
92
|
|
||||
Income before income tax expense
|
|
$
|
69,524
|
|
|
$
|
74,537
|
|
|
$
|
115,854
|
|
|
$
|
131,640
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures:
|
|
|
|
|
|
|
|
|
||||||||
Company-operated stores
|
|
$
|
16,634
|
|
|
$
|
11,515
|
|
|
$
|
23,802
|
|
|
$
|
28,265
|
|
Direct to consumer
|
|
6,861
|
|
|
4,551
|
|
|
8,841
|
|
|
5,715
|
|
||||
Corporate and other
|
|
6,515
|
|
|
28,552
|
|
|
17,246
|
|
|
37,281
|
|
||||
|
|
$
|
30,010
|
|
|
$
|
44,618
|
|
|
$
|
49,889
|
|
|
$
|
71,261
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
||||||||
Company-operated stores
|
|
$
|
15,881
|
|
|
$
|
14,511
|
|
|
$
|
31,081
|
|
|
$
|
28,295
|
|
Direct to consumer
|
|
4,353
|
|
|
1,725
|
|
|
6,347
|
|
|
3,054
|
|
||||
Corporate and other
|
|
8,172
|
|
|
4,261
|
|
|
14,141
|
|
|
8,334
|
|
||||
|
|
$
|
28,406
|
|
|
$
|
20,497
|
|
|
$
|
51,569
|
|
|
$
|
39,683
|
|
•
|
Net revenue
increase
d
13%
to
$581.1 million
. On a constant dollar basis, net revenue
increased
13%
.
|
•
|
Total comparable sales, which includes comparable store sales and direct to consumer,
increased
7%
. On a constant dollar basis, total comparable sales
increased
by
7%
.
|
–
|
Comparable store sales
increased
2%
, or
increased
by
2%
on a constant dollar basis.
|
–
|
Direct to consumer net revenue
increased
29%
, or
increased
by
30%
on a constant dollar basis. During the quarter we held an online warehouse sale. Excluding the impact of this sale, direct to consumer net revenue
increased
15%
, or
increased
16%
on a constant dollar basis.
|
•
|
Gross profit
increase
d
17%
to
$297.4 million
. Adjusted gross profit increased
18%
to
$299.7 million
.
|
•
|
Gross margin
increase
d
180
basis points to
51.2%
. Adjusted gross margin
increase
d
220
basis points to
51.6%
.
|
•
|
Income from operations
decrease
d by
7%
to
$68.7 million
. Adjusted income from operations
increase
d by
$0.2 million
, or less than 1%, to
$74.1 million
.
|
•
|
Operating margin
decrease
d
260
basis points to
11.8%
. Adjusted operating margin
decreased
by
160
basis points to
12.8%
.
|
•
|
Income tax expense
decrease
d less than 1% to
$20.8 million
. Our effective tax rate for the
second
quarter of fiscal
2017
was
29.9%
compared to
28.1%
for the
second
quarter of fiscal
2016
. The adjusted effective tax rate was
29.6%
in the
second
quarter of fiscal
2017
compared to
30.5%
in the
second
quarter of fiscal
2016
.
|
•
|
Diluted earnings per share were
$0.36
compared to
$0.39
in the
second
quarter of fiscal
2016
. Adjusted diluted earnings per share were
$0.39
for the
second
quarter of fiscal
2017
compared to
$0.38
for the
second
quarter of fiscal
2016
.
|
|
|
Quarter Ended
|
||||||||||||
|
|
July 30, 2017
|
|
July 31, 2016
|
|
July 30, 2017
|
|
July 31, 2016
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Net revenue
|
|
$
|
581,054
|
|
|
$
|
514,520
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
|
283,632
|
|
|
260,359
|
|
|
48.8
|
|
|
50.6
|
|
||
Gross profit
|
|
297,422
|
|
|
254,161
|
|
|
51.2
|
|
|
49.4
|
|
||
Selling, general and administrative expenses
|
|
225,524
|
|
|
180,202
|
|
|
38.8
|
|
|
35.0
|
|
||
Asset impairment and restructuring costs
|
|
3,186
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
||
Income from operations
|
|
68,712
|
|
|
73,959
|
|
|
11.8
|
|
|
14.4
|
|
||
Other income (expense), net
|
|
812
|
|
|
578
|
|
|
0.2
|
|
|
0.1
|
|
||
Income before income tax expense
|
|
69,524
|
|
|
74,537
|
|
|
12.0
|
|
|
14.5
|
|
||
Income tax expense
|
|
20,813
|
|
|
20,912
|
|
|
3.6
|
|
|
4.1
|
|
||
Net income
|
|
$
|
48,711
|
|
|
$
|
53,625
|
|
|
8.4
|
%
|
|
10.4
|
%
|
|
|
Quarter Ended
|
||||||||||||
|
|
July 30, 2017
|
|
July 31, 2016
|
|
July 30, 2017
|
|
July 31, 2016
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Company-operated stores
|
|
$
|
413,944
|
|
|
$
|
381,389
|
|
|
71.2
|
%
|
|
74.1
|
%
|
Direct to consumer
|
|
113,049
|
|
|
87,399
|
|
|
19.5
|
|
|
17.0
|
|
||
Other
|
|
54,061
|
|
|
45,732
|
|
|
9.3
|
|
|
8.9
|
|
||
Net revenue
|
|
$
|
581,054
|
|
|
$
|
514,520
|
|
|
100.0
|
%
|
|
100.0
|
%
|
•
|
Net revenue from company-operated stores we opened or significantly expanded subsequent to
July 31, 2016
, and therefore not included in comparable store sales, contributed
$28.9 million
to the
increase
. We have opened
42
net new company-operated stores since the
second
quarter of fiscal
2016
, including
24
stores in the United States,
five
stores in China,
four
stores in Canada,
three
stores in the United Kingdom,
two
stores in South Korea, and
one
store in each of Hong Kong, Ireland, Japan, and New Zealand.
|
•
|
A comparable store sales
increase
of
2%
in the
second
quarter of fiscal
2017
compared to the
second
quarter of fiscal
2016
resulted in a
$3.7 million
increase
to net revenue. Comparable store sales
increased
2%
, or
$4.9 million
on a
|
•
|
an increase
in costs related to our operating channels of
$20.8 million
, comprised of:
|
–
|
an increase
in employee costs of
$8.3 million
primarily from a growth in labor hours and benefits, mainly associated with new company-operated stores and other new operating locations;
|
–
|
an increase
in variable costs of
$3.8 million
primarily due to an increase in distribution costs and credit card fees as a result of increased net revenue; and
|
–
|
an increase
in other costs of
$8.7 million
primarily due to an increase in digital marketing expenses, website related costs, brand and community costs, and other costs associated with our operating locations; and
|
•
|
an increase
in head office costs of
$17.7 million
, comprised of:
|
–
|
an increase
in employee costs of
$5.0 million
primarily due to additional employees to support the growth in our business;
|
–
|
an increase
in other costs of
$12.7 million
primarily due to a global brand campaign, increases in other brand and community costs, photography costs, professional fees, depreciation, and information technology related costs; and
|
•
|
an increase
in net foreign exchange and derivative revaluation losses of
$6.8 million
. There were net foreign exchange and derivative revaluation losses of
$1.7 million
in the
second
quarter of fiscal
2017
compared to net foreign exchange revaluation gains of
$5.1 million
in the
second
quarter of fiscal
2016
. The net foreign exchange gains and losses primarily relate to the revaluation of U.S. dollar denominated monetary assets and liabilities held by Canadian subsidiaries. During the second quarter of fiscal 2017 we entered into certain forward currency contracts designed to hedge against changes in the Canadian dollar to U.S. dollar exchange rate. See Note 5 to the unaudited interim consolidated financial statements included in Item 1 of Part I of this report.
|
|
|
Quarter Ended
|
||||||||||||
|
|
July 30, 2017
|
|
July 31, 2016
|
|
July 30, 2017
|
|
July 31, 2016
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Company-operated stores
|
|
$
|
92,609
|
|
|
$
|
80,277
|
|
|
22.4
|
%
|
|
21.0
|
%
|
Direct to consumer
|
|
40,139
|
|
|
32,644
|
|
|
35.5
|
|
|
37.4
|
|
||
Other
|
|
6,952
|
|
|
4,636
|
|
|
12.9
|
|
|
10.1
|
|
||
Segmented income from operations
|
|
139,700
|
|
|
117,557
|
|
|
|
|
|
||||
General corporate expense
|
|
65,558
|
|
|
43,598
|
|
|
|
|
|
||||
Restructuring and related costs
|
|
5,430
|
|
|
—
|
|
|
|
|
|
||||
Income from operations
|
|
$
|
68,712
|
|
|
$
|
73,959
|
|
|
|
|
|
|
|
Two Quarters Ended
|
||||||||||||
|
|
July 30, 2017
|
|
July 31, 2016
|
|
July 30, 2017
|
|
July 31, 2016
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Net revenue
|
|
$
|
1,101,361
|
|
|
$
|
1,010,036
|
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
|
547,044
|
|
|
516,744
|
|
|
49.7
|
|
|
51.2
|
|
||
Gross profit
|
|
554,317
|
|
|
493,292
|
|
|
50.3
|
|
|
48.8
|
|
||
Selling, general and administrative expenses
|
|
424,665
|
|
|
361,744
|
|
|
38.6
|
|
|
35.8
|
|
||
Asset impairment and restructuring costs
|
|
15,517
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
||
Income from operations
|
|
114,135
|
|
|
131,548
|
|
|
10.4
|
|
|
13.0
|
|
||
Other income (expense), net
|
|
1,719
|
|
|
92
|
|
|
0.1
|
|
|
—
|
|
||
Income before income tax expense
|
|
115,854
|
|
|
131,640
|
|
|
10.5
|
|
|
13.0
|
|
||
Income tax expense
|
|
35,897
|
|
|
32,679
|
|
|
3.2
|
|
|
3.2
|
|
||
Net income
|
|
$
|
79,957
|
|
|
$
|
98,961
|
|
|
7.3
|
%
|
|
9.8
|
%
|
|
|
Two Quarters Ended
|
||||||||||||
|
|
July 30, 2017
|
|
July 31, 2016
|
|
July 30, 2017
|
|
July 31, 2016
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Company-operated stores
|
|
$
|
793,043
|
|
|
$
|
740,093
|
|
|
72.0
|
%
|
|
73.3
|
%
|
Direct to consumer
|
|
210,272
|
|
|
184,965
|
|
|
19.1
|
|
|
18.3
|
|
||
Other
|
|
98,046
|
|
|
84,978
|
|
|
8.9
|
|
|
8.4
|
|
||
Net revenue
|
|
$
|
1,101,361
|
|
|
$
|
1,010,036
|
|
|
100.0
|
%
|
|
100.0
|
%
|
•
|
an increase
in costs related to our operating channels of
$38.0 million
, comprised of:
|
–
|
an increase
in employee costs of
$19.2 million
, primarily from a growth in labor hours and benefits, mainly associated with new company-operated stores and other new operating locations;
|
–
|
an increase
in variable costs of
$3.1 million
, primarily due to an increase in credit card fees and distribution costs, partially offset by a decrease in total packaging costs; and
|
–
|
an increase
in other costs of
$15.7 million
, primarily due to an increase in digital marketing expenses, website related costs, brand and community costs, and other costs associated with our operating locations; and
|
•
|
an increase
in head office costs of
$37.5 million
, comprised of:
|
–
|
an increase
in employee costs of
$11.3 million
primarily due to additional employees to support the growth in our business; and
|
–
|
an increase
in other costs of
$26.2 million
primarily due to a global brand campaign, increases in other brand and community costs, professional fees, information technology related costs, and depreciation.
|
|
|
Two Quarters Ended
|
||||||||||||
|
|
July 30, 2017
|
|
July 31, 2016
|
|
July 30, 2017
|
|
July 31, 2016
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Company-operated stores
|
|
$
|
170,139
|
|
|
$
|
153,564
|
|
|
21.5
|
%
|
|
20.7
|
%
|
Direct to consumer
|
|
75,566
|
|
|
71,152
|
|
|
35.9
|
|
|
38.5
|
|
||
Other
|
|
9,760
|
|
|
6,720
|
|
|
10.0
|
|
|
7.9
|
|
||
Segmented income from operations
|
|
255,465
|
|
|
231,436
|
|
|
|
|
|
|
|
||
General corporate expense
|
|
118,150
|
|
|
99,888
|
|
|
|
|
|
|
|
||
Restructuring and related costs
|
|
23,180
|
|
|
—
|
|
|
|
|
|
||||
Income from operations
|
|
$
|
114,135
|
|
|
$
|
131,548
|
|
|
|
|
|
|
|
|
|
Quarter Ended
July 30, 2017 |
|
Two Quarters Ended
July 30, 2017 |
||||||||||
|
|
(In thousands)
|
|
(Percentages)
|
|
(In thousands)
|
|
(Percentages)
|
||||||
Change in net revenue
|
|
$
|
66,534
|
|
|
13
|
%
|
|
$
|
91,325
|
|
|
9
|
%
|
Adjustments due to foreign exchange rate changes
|
|
2,351
|
|
|
—
|
|
|
3,831
|
|
|
—
|
|
||
Change in net revenue in constant dollars
|
|
$
|
68,885
|
|
|
13
|
%
|
|
$
|
95,156
|
|
|
9
|
%
|
|
|
Quarter Ended
July 30, 2017 |
|
Two Quarters Ended
July 30, 2017 |
||
Change in total comparable sales
1,2
|
|
7
|
%
|
|
3
|
%
|
Adjustments due to foreign exchange rate changes
|
|
—
|
|
|
—
|
|
Change in total comparable sales in constant dollars
1,2
|
|
7
|
%
|
|
3
|
%
|
|
|
Quarter Ended
July 30, 2017 |
|
Two Quarters Ended
July 30, 2017 |
||||||||||
|
|
(In thousands)
|
|
(Percentages)
|
|
(In thousands)
|
|
(Percentages)
|
||||||
Change in comparable store sales
2
|
|
$
|
3,689
|
|
|
2
|
%
|
|
$
|
(2,482
|
)
|
|
—
|
%
|
Adjustments due to foreign exchange rate changes
|
|
1,168
|
|
|
—
|
|
|
1,694
|
|
|
—
|
|
||
Change in comparable store sales in constant dollars
2
|
|
$
|
4,857
|
|
|
2
|
%
|
|
$
|
(788
|
)
|
|
—
|
%
|
|
|
Quarter Ended
July 30, 2017 |
|
Two Quarters Ended
July 30, 2017 |
||
|
|
(Percentages)
|
||||
Change in direct to consumer net revenue
|
|
29
|
%
|
|
14
|
%
|
Adjustments due to foreign exchange rate changes
|
|
1
|
|
|
—
|
|
Change in direct to consumer net revenue in constant dollars
|
|
30
|
%
|
|
14
|
%
|
|
|
Quarter Ended
July 30, 2017 |
|
Two Quarters Ended
July 30, 2017 |
||
|
|
(Percentages)
|
||||
Change in direct to consumer net revenue excluding the online warehouse sale
|
|
15
|
%
|
|
7
|
%
|
Adjustments due to foreign exchange rate changes
|
|
1
|
|
|
1
|
|
Change in direct to consumer net revenue excluding the online warehouse sale in constant dollars
|
|
16
|
%
|
|
8
|
%
|
|
|
Quarter Ended
July 30, 2017 |
|
Quarter Ended
July 31, 2016 |
||||||||||||||||||||
|
|
GAAP Results
|
|
Adjustments
|
|
Adjusted Results
(Non-GAAP) |
|
GAAP Results
|
|
Adjustments
|
|
Adjusted Results
(Non-GAAP)
|
||||||||||||
Gross profit
1
|
|
$
|
297,422
|
|
|
$
|
2,244
|
|
|
$
|
299,666
|
|
|
$
|
254,161
|
|
|
$
|
—
|
|
|
$
|
254,161
|
|
Gross margin
1
|
|
51.2
|
%
|
|
0.4
|
%
|
|
51.6
|
%
|
|
49.4
|
%
|
|
—
|
%
|
|
49.4
|
%
|
||||||
Income from operations
1,2
|
|
68,712
|
|
|
5,430
|
|
|
74,142
|
|
|
73,959
|
|
|
—
|
|
|
73,959
|
|
||||||
Operating margin
1,2
|
|
11.8
|
%
|
|
1.0
|
%
|
|
12.8
|
%
|
|
14.4
|
%
|
|
—
|
%
|
|
14.4
|
%
|
||||||
Income before income tax expense
1,2,3
|
|
69,524
|
|
|
5,430
|
|
|
74,954
|
|
|
74,537
|
|
|
270
|
|
|
74,807
|
|
||||||
Income tax expense
3,4
|
|
20,813
|
|
|
1,390
|
|
|
22,203
|
|
|
20,912
|
|
|
1,926
|
|
|
22,838
|
|
||||||
Effective tax rate
3,4
|
|
29.9
|
%
|
|
(0.3
|
)%
|
|
29.6
|
%
|
|
28.1
|
%
|
|
2.4
|
%
|
|
30.5
|
%
|
||||||
Diluted earnings per share
1,2,3,4
|
|
$
|
0.36
|
|
|
$
|
0.03
|
|
|
$
|
0.39
|
|
|
$
|
0.39
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.38
|
|
|
|
Two Quarters Ended
July 30, 2017 |
|
Two Quarters Ended
July 31, 2016 |
||||||||||||||||||||
|
|
GAAP Results
|
|
Adjustments
|
|
Adjusted Results
(Non-GAAP) |
|
GAAP Results
|
|
Adjustments
|
|
Adjusted Results
(Non-GAAP)
|
||||||||||||
Gross profit
1
|
|
$
|
554,317
|
|
|
$
|
7,663
|
|
|
$
|
561,980
|
|
|
$
|
493,292
|
|
|
$
|
—
|
|
|
$
|
493,292
|
|
Gross margin
1
|
|
50.3
|
%
|
|
0.7
|
%
|
|
51.0
|
%
|
|
48.8
|
%
|
|
—
|
%
|
|
48.8
|
%
|
||||||
Income from operations
1,2
|
|
114,135
|
|
|
23,180
|
|
|
137,315
|
|
|
131,548
|
|
|
—
|
|
|
131,548
|
|
||||||
Operating margin
1,2
|
|
10.4
|
%
|
|
2.1
|
%
|
|
12.5
|
%
|
|
13.0
|
%
|
|
—
|
%
|
|
13.0
|
%
|
||||||
Income before income tax expense
1,2,3
|
|
115,854
|
|
|
23,180
|
|
|
139,034
|
|
|
131,640
|
|
|
1,510
|
|
|
133,150
|
|
||||||
Income tax expense
3,4
|
|
35,897
|
|
|
6,073
|
|
|
41,970
|
|
|
32,679
|
|
|
7,570
|
|
|
40,249
|
|
||||||
Effective tax rate
3,4
|
|
31.0
|
%
|
|
(0.8
|
)%
|
|
30.2
|
%
|
|
24.8
|
%
|
|
5.4
|
%
|
|
30.2
|
%
|
||||||
Diluted earnings per share
1,2,3,4
|
|
$
|
0.58
|
|
|
$
|
0.13
|
|
|
$
|
0.71
|
|
|
$
|
0.72
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.68
|
|
|
|
Two Quarters Ended
|
||||||
|
|
July 30, 2017
|
|
July 31, 2016
|
||||
|
|
(In thousands)
|
||||||
Total cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
102,038
|
|
|
$
|
101,193
|
|
Investing activities
|
|
(49,889
|
)
|
|
(71,261
|
)
|
||
Financing activities
|
|
(91,910
|
)
|
|
(25,082
|
)
|
||
Effect of exchange rate changes on cash
|
|
26,127
|
|
|
29,018
|
|
||
(Decrease) increase in cash and cash equivalents
|
|
$
|
(13,634
|
)
|
|
$
|
33,868
|
|
|
|
July 30,
2017 |
|
January 29,
2017 |
||
lululemon
|
|
|
|
|
||
United States
|
|
252
|
|
|
245
|
|
Canada
|
|
53
|
|
|
51
|
|
Australia
|
|
27
|
|
|
27
|
|
United Kingdom
|
|
9
|
|
|
9
|
|
New Zealand
|
|
6
|
|
|
5
|
|
China
|
|
5
|
|
|
3
|
|
Hong Kong
|
|
3
|
|
|
3
|
|
Singapore
|
|
3
|
|
|
3
|
|
South Korea
|
|
3
|
|
|
2
|
|
Germany
|
|
1
|
|
|
1
|
|
Ireland
|
|
1
|
|
|
—
|
|
Japan
|
|
1
|
|
|
—
|
|
Puerto Rico
|
|
1
|
|
|
1
|
|
Switzerland
|
|
1
|
|
|
1
|
|
|
|
366
|
|
|
351
|
|
ivivva
|
|
|
|
|
||
United States
|
|
42
|
|
|
42
|
|
Canada
|
|
13
|
|
|
13
|
|
|
|
55
|
|
|
55
|
|
Total
|
|
421
|
|
|
406
|
|
•
|
the following impacts to the consolidated statements of operations:
|
–
|
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;
|
–
|
foreign exchange revaluation losses by our Canadian subsidiaries on U.S. dollar denominated monetary assets and liabilities; and
|
–
|
derivative valuation gains on forward currency contracts not designated in a hedging relationship;
|
•
|
the following impacts to the consolidated balance sheets:
|
–
|
an increase in the foreign currency translation adjustment which arises on the translation of our Canadian subsidiaries' balance sheets into U.S. dollars; and
|
–
|
a decrease in the foreign currency translation adjustment from derivative valuation losses on forward currency contracts, entered into as net investment hedges of a Canadian subsidiary.
|
•
|
identify suitable store locations, the availability of which is outside of our control;
|
•
|
negotiate acceptable lease terms, including desired tenant improvement allowances;
|
•
|
hire, train and retain store personnel and field management;
|
•
|
immerse new store personnel and field management into our corporate culture;
|
•
|
source sufficient inventory levels; and
|
•
|
successfully integrate new stores into our existing operations and information technology systems.
|
•
|
political unrest, terrorism, labor disputes, and economic instability resulting in the disruption of trade from foreign countries in which our products are manufactured;
|
•
|
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;
|
•
|
reduced protection for intellectual property rights, including trademark protection, in some countries, particularly China;
|
•
|
disruptions or delays in shipments; and
|
•
|
changes in local economic conditions in countries where our manufacturers, suppliers, or guests are located.
|
•
|
the classification of our board of directors into three classes, with one class elected each year;
|
•
|
prohibiting cumulative voting in the election of directors;
|
•
|
the ability of our board of directors to issue preferred stock without stockholder approval;
|
•
|
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;
|
•
|
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;
|
•
|
prohibiting stockholder action by written consent; and
|
•
|
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.
|
Period
(1)
|
|
Total Number of Shares Purchased
(2)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(2)
|
||||||
May 1, 2017 - May 28, 2017
|
|
201,803
|
|
|
$
|
51.30
|
|
|
201,803
|
|
|
$
|
76,077,952
|
|
May 29, 2017 - July 2, 2017
|
|
1,173,550
|
|
|
52.67
|
|
|
1,173,550
|
|
|
14,267,100
|
|
||
July 3, 2017 - July 30, 2017
|
|
97,712
|
|
|
59.39
|
|
|
97,712
|
|
|
8,463,723
|
|
||
Total
|
|
1,473,065
|
|
|
|
|
1,473,065
|
|
|
|
(1)
|
Monthly information is presented by reference to our fiscal periods during our
second
quarter of fiscal
2017
.
|
(2)
|
Our stock repurchase program was approved by our board of directors in December 2016. Common shares generally 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 through and including December 9, 2018, and the maximum dollar value of shares that may be repurchased is $100.0 million.
|
Period
(1)
|
|
Total Number of Shares Purchased
(2)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
(2)
|
|||||
May 1, 2017 - May 28, 2017
|
|
13,901
|
|
|
$
|
50.68
|
|
|
13,901
|
|
|
4,992,562
|
|
May 29, 2017 - July 2, 2017
|
|
18,815
|
|
|
55.48
|
|
|
18,815
|
|
|
4,973,747
|
|
|
July 3, 2017 - July 30, 2017
|
|
10,784
|
|
|
60.49
|
|
|
10,784
|
|
|
4,962,963
|
|
|
Total
|
|
43,500
|
|
|
|
|
43,500
|
|
|
|
(1)
|
Monthly information is presented by reference to our fiscal periods during our
second
quarter of fiscal
2017
.
|
(2)
|
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.
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
No.
|
|
Exhibit Title
|
|
Filed
Herewith
|
|
Form
|
|
Exhibit
No.
|
|
File No.
|
|
Filing
Date
|
|
|
|
|
|
|
|
||||||
10.1*
|
|
Second Amendment to Executive Employment Agreement, effective as of May 12, 2017, between lululemon athletica inc. and Stuart C. Haselden
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)
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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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101
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The following unaudited interim consolidated financial statements from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2017, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Unaudited Interim Consolidated Financial Statements
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X
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*
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Denotes a compensatory plan, contract or arrangement, in which our directors or executive officers may participate.
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**
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Furnished herewith
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lululemon athletica inc.
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By:
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/s/
S
TUART
H
ASELDEN
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Stuart Haselden
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Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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Incorporated by Reference
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||||||
Exhibit
No.
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Exhibit Title
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Filed
Herewith
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Form
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Exhibit
No.
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File No.
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Filing
Date
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10.1*
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Second Amendment to Executive Employment Agreement, effective as of May 12, 2017, between lululemon athletica inc. and Stuart C. Haselden
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X
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31.1
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Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)
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X
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||||||
31.2
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Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)
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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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101
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The following unaudited interim consolidated financial statements from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 30, 2017, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Unaudited Interim Consolidated Financial Statements
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X
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*
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Denotes a compensatory plan, contract or arrangement, in which our directors or executive officers may participate.
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**
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Furnished herewith
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1.
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Section 1.01 of the employment agreement is amended by adding the following new definition: ““
Second
Amendment Date
” means May 12, 2017.”
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2.
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Section 2.01(1) of the employment agreement is amended by adding the following sentence at the end of the section: “The Executive’s position will be
Chief Operating Officer
starting on the Second Amendment Date.”
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3.
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Section 2.01(3) of the employment agreement is amended by adding the following sentence at the end of the section: “The Executive shall perform duties and responsibilities as are normally provided by a
Chief Operating Officer
of a corporation in a business and of a size similar to the Company and such other duties and responsibilities as may reasonably be assigned from time to time, subject always to the control and direction of the Chief Executive Officer, starting on the Second Amendment Date.”
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4.
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Section 3.01 of the employment agreement is amended by adding the following sentences at the end of the section: “The Company shall increase the Base Salary to
USD $725,000
per annum effective as of the Second Amendment Date. The Company shall periodically review Executive’s performance and adjustments to Executive’s salary or other compensation, if any, are to be made by the Company in its sole and absolute discretion.”
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5.
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Section 3.02 of the employment agreement is amended and restated in its entirety to read as follows: “From and after the Second Amendment Date, the Executive will be eligible to receive an annual performance cash award based on the extent to which, in the full discretion of the Board or Compensation Committee, the Executive achieves or exceeds specific individual and Company performance objectives established by the Board or Compensation Committee and communicated to the Executive in advance. The Executive’s target performance cash award for each year will be 90% of Base Salary.”
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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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AGREED AND ACCEPTED:
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/s/ STUART C. HASELDEN
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Stuart C. Haselden
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By:
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/s/
L
AURENT
P
OTDEVIN
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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/
S
TUART
H
ASELDEN
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Stuart Haselden
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Chief Financial Officer
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(Principal Financial Officer and
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Principal Accounting Officer)
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By:
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/s/
L
AURENT
P
OTDEVIN
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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/
S
TUART
H
ASELDEN
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Stuart Haselden
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Chief Financial Officer
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(Principal Financial Officer and
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Principal Accounting Officer)
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