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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
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Smaller reporting company
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o
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Emerging growth company
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o
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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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February 3,
2019 |
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January 28,
2018 |
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United States
(1)
|
|
285
|
|
|
274
|
|
Canada
|
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64
|
|
|
60
|
|
Australia
|
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29
|
|
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28
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China
(2)
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22
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|
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15
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United Kingdom
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12
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|
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9
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New Zealand
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7
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6
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Germany
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5
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|
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2
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Japan
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5
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2
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South Korea
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4
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|
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3
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Singapore
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3
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|
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3
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France
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1
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—
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Ireland
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1
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1
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Sweden
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1
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|
|
—
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Switzerland
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1
|
|
|
1
|
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Total company-operated stores
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|
440
|
|
|
404
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(1)
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Included within the United States as of
January 28, 2018
, was
one
company-operated store in the Commonwealth of Puerto Rico. This store permanently closed during the second quarter of fiscal 2018.
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(2)
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Included within China as of
February 3, 2019
, were
five
company-operated stores in the Hong Kong Special Administrative Region,
one
company-operated store in the Macao Special Administration Region, and
one
company-operated store in the Taiwan Province. As of
January 28, 2018
, there were
three
company-operated stores in the Hong Kong Special Administrative Region,
one
company-operated store in the Taiwan Province, and no company-operated stores in the Macao Special Administration Region.
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•
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Outlets and warehouse sales
- We utilize outlets as well as physical 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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Temporary locations
- Our temporary locations, including seasonal stores, are typically opened for a short period of time in markets in which we may not already have a presence.
|
•
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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, including those outside of North America.
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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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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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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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•
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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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•
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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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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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•
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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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successfully integrate new stores into our existing operations and information technology systems.
|
•
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the classification of our board of directors into three classes, with one class elected each year;
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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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prohibiting stockholder action by written consent; and
|
•
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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
|
|
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
|
|
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
|
|
Lease Renewal Date
|
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Toronto, ON
|
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Distribution Center (Intended)
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250,000
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September 2033
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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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155,000
|
|
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January 2031
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Vancouver, BC
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Executive and Administrative Offices
|
|
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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35,000
|
|
|
June 2023
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Melbourne, VIC
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Distribution Center
|
|
50,000
|
|
|
October 2022
|
Melbourne, VIC
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|
Executive and Administrative Offices
|
|
25,000
|
|
|
August 2019
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Seattle, WA
|
|
Executive and Administrative Offices
|
|
25,000
|
|
|
December 2028
|
|
|
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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28-Jan-18
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|
03-Feb-19
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||||||||||||
lululemon athletica inc.
|
|
$
|
100.00
|
|
|
$
|
144.98
|
|
|
$
|
135.85
|
|
|
$
|
146.25
|
|
|
$
|
173.08
|
|
|
$
|
319.81
|
|
S&P 500 Index
|
|
$
|
100.00
|
|
|
$
|
111.92
|
|
|
$
|
108.84
|
|
|
$
|
128.73
|
|
|
$
|
161.16
|
|
|
$
|
151.83
|
|
S&P 500 Apparel, Accessories & Luxury Goods Index
|
|
$
|
100.00
|
|
|
$
|
102.59
|
|
|
$
|
84.89
|
|
|
$
|
71.22
|
|
|
$
|
92.70
|
|
|
$
|
81.68
|
|
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)
|
||||||
October 29, 2018 - November 25, 2018
|
|
15,687
|
|
|
$
|
129.96
|
|
|
15,687
|
|
|
$
|
182,635,986
|
|
November 26, 2018 - December 30, 2018
|
|
914,577
|
|
|
116.32
|
|
|
914,577
|
|
|
76,254,474
|
|
||
December 31, 2018 - February 3, 2019
|
|
590,261
|
|
|
128.00
|
|
|
590,261
|
|
|
500,700,020
|
|
||
Total
|
|
1,520,525
|
|
|
|
|
1,520,525
|
|
|
|
(1)
|
Monthly information is presented by reference to our fiscal periods during our
fourth
quarter of fiscal
2018
.
|
(2)
|
A stock repurchase program was approved by our board of directors in
November 2017
for the repurchase of up to
$200 million
common shares and in
June 2018
, our board of directors approved an increase to this stock repurchase program, authorizing the repurchase of up to a total of
$600 million
of our common shares.
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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)
|
|||||
October 29, 2018 - November 25, 2018
|
|
6,379
|
|
|
$
|
138.75
|
|
|
6,379
|
|
|
4,822,523
|
|
November 26, 2018 - December 30, 2018
|
|
10,708
|
|
|
124.13
|
|
|
10,708
|
|
|
4,811,815
|
|
|
December 31, 2018 - February 3, 2019
|
|
6,692
|
|
|
140.66
|
|
|
6,692
|
|
|
4,805,123
|
|
|
Total
|
|
23,779
|
|
|
|
|
23,779
|
|
|
|
(1)
|
Monthly information is presented by reference to our fiscal periods during our fourth quarter of fiscal
2018
.
|
(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.
|
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
||||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||||||
Consolidated statement of operations and comprehensive income data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
|
$
|
3,288,319
|
|
|
$
|
2,649,181
|
|
|
$
|
2,344,392
|
|
|
$
|
2,060,523
|
|
|
$
|
1,797,213
|
|
Cost of goods sold
|
|
1,472,032
|
|
|
1,250,391
|
|
|
1,144,775
|
|
|
1,063,357
|
|
|
883,033
|
|
|||||
Gross profit
|
|
1,816,287
|
|
|
1,398,790
|
|
|
1,199,617
|
|
|
997,166
|
|
|
914,180
|
|
|||||
Selling, general and administrative expenses
|
|
1,110,451
|
|
|
904,264
|
|
|
778,465
|
|
|
628,090
|
|
|
538,147
|
|
|||||
Asset impairment and restructuring costs
|
|
—
|
|
|
38,525
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income from operations
|
|
705,836
|
|
|
456,001
|
|
|
421,152
|
|
|
369,076
|
|
|
376,033
|
|
|||||
Other income (expense), net
|
|
9,414
|
|
|
3,997
|
|
|
1,577
|
|
|
(581
|
)
|
|
7,102
|
|
|||||
Income before income tax expense
|
|
715,250
|
|
|
459,998
|
|
|
422,729
|
|
|
368,495
|
|
|
383,135
|
|
|||||
Income tax expense
|
|
231,449
|
|
|
201,336
|
|
|
119,348
|
|
|
102,448
|
|
|
144,102
|
|
|||||
Net income
|
|
$
|
483,801
|
|
|
$
|
258,662
|
|
|
$
|
303,381
|
|
|
$
|
266,047
|
|
|
$
|
239,033
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
|
(73,885
|
)
|
|
58,577
|
|
|
36,703
|
|
|
(64,796
|
)
|
|
(105,339
|
)
|
|||||
Comprehensive income
|
|
$
|
409,916
|
|
|
$
|
317,239
|
|
|
$
|
340,084
|
|
|
$
|
201,251
|
|
|
$
|
133,694
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
|
$
|
3.63
|
|
|
$
|
1.90
|
|
|
$
|
2.21
|
|
|
$
|
1.90
|
|
|
$
|
1.66
|
|
Diluted earnings per share
|
|
$
|
3.61
|
|
|
$
|
1.90
|
|
|
$
|
2.21
|
|
|
$
|
1.89
|
|
|
$
|
1.66
|
|
Basic weighted-average number of shares outstanding
|
|
133,413
|
|
|
135,988
|
|
|
137,086
|
|
|
140,365
|
|
|
143,935
|
|
|||||
Diluted weighted-average number of shares outstanding
|
|
133,971
|
|
|
136,198
|
|
|
137,302
|
|
|
140,610
|
|
|
144,298
|
|
|
|
As of
|
||||||||||||||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
|
January 29, 2017
|
|
January 31, 2016
|
|
February 1, 2015
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Consolidated balance sheet data:
|
|
|
||||||||||||||||||
Cash and cash equivalents
|
|
$
|
881,320
|
|
|
$
|
990,501
|
|
|
$
|
734,846
|
|
|
$
|
501,482
|
|
|
$
|
664,479
|
|
Inventories
|
|
404,842
|
|
|
329,562
|
|
|
298,432
|
|
|
284,009
|
|
|
208,116
|
|
|||||
Total assets
|
|
2,084,711
|
|
|
1,998,483
|
|
|
1,657,541
|
|
|
1,314,077
|
|
|
1,296,213
|
|
|||||
Total stockholders' equity
|
|
1,445,975
|
|
|
1,596,960
|
|
|
1,359,973
|
|
|
1,027,482
|
|
|
1,089,568
|
|
•
|
Net revenue increased
24%
to
$3.3 billion
. On a constant dollar basis, net revenue
increased
25%
.
|
•
|
Excluding net revenue from the 53rd week of fiscal
2018
, total comparable sales, which includes comparable store sales and direct to consumer,
increased
18%
. On a constant dollar basis, total comparable sales
increased
18%
.
|
–
|
Comparable store sales
increase
d
7%
, or
increased
8%
on a constant dollar basis.
|
–
|
Direct to consumer net revenue
increased
45%
, or
increased
46%
on a constant dollar basis.
|
•
|
Gross profit
increased
30%
to
$1.8 billion
. It
increased
29%
compared to adjusted gross profit in fiscal
2017
.
|
•
|
Gross margin
increased
240
basis points to
55.2%
. It
increased
210
basis points compared to adjusted gross margin in fiscal
2017
.
|
•
|
Income from operations
increased
55%
to
$705.8 million
. It
increased
40%
compared to adjusted income from operations in fiscal
2017
.
|
•
|
Operating margin
increased
430
basis points to
21.5%
. It
increase
d
250
basis points compared to adjusted operating margin in fiscal
2017
.
|
•
|
Income tax expense
increased
15%
to
$231.4 million
. Our effective tax rate for fiscal
2018
was
32.4%
compared to
43.8%
for fiscal
2017
. The adjusted effective tax rate was
28.0%
compared to
30.5%
for fiscal
2017
.
|
•
|
Diluted earnings per share were
$3.61
for fiscal
2018
compared to
$1.90
in fiscal
2017
. Adjusted diluted earnings per share were
$3.84
compared to
$2.59
for fiscal
2017
.
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
|
January 29, 2017
|
||||||
|
|
(In thousands)
|
||||||||||
Net revenue
|
|
$
|
3,288,319
|
|
|
$
|
2,649,181
|
|
|
$
|
2,344,392
|
|
Cost of goods sold
|
|
1,472,032
|
|
|
1,250,391
|
|
|
1,144,775
|
|
|||
Gross profit
|
|
1,816,287
|
|
|
1,398,790
|
|
|
1,199,617
|
|
|||
Selling, general and administrative expenses
|
|
1,110,451
|
|
|
904,264
|
|
|
778,465
|
|
|||
Asset impairment and restructuring costs
|
|
—
|
|
|
38,525
|
|
|
—
|
|
|||
Income from operations
|
|
705,836
|
|
|
456,001
|
|
|
421,152
|
|
|||
Other income (expense), net
|
|
9,414
|
|
|
3,997
|
|
|
1,577
|
|
|||
Income before income tax expense
|
|
715,250
|
|
|
459,998
|
|
|
422,729
|
|
|||
Income tax expense
|
|
231,449
|
|
|
201,336
|
|
|
119,348
|
|
|||
Net income
|
|
$
|
483,801
|
|
|
$
|
258,662
|
|
|
$
|
303,381
|
|
|
|
Fiscal Year Ended
|
|||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
|
January 29, 2017
|
|||
|
|
(Percentages)
|
|||||||
Net revenue
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
|
44.8
|
|
|
47.2
|
|
|
48.8
|
|
Gross profit
|
|
55.2
|
|
|
52.8
|
|
|
51.2
|
|
Selling, general and administrative expenses
|
|
33.8
|
|
|
34.1
|
|
|
33.2
|
|
Asset impairment and restructuring costs
|
|
—
|
|
|
1.5
|
|
|
—
|
|
Income from operations
|
|
21.5
|
|
|
17.2
|
|
|
18.0
|
|
Other income (expense), net
|
|
0.3
|
|
|
0.2
|
|
|
—
|
|
Income before income tax expense
|
|
21.8
|
|
|
17.4
|
|
|
18.0
|
|
Income tax expense
|
|
7.0
|
|
|
7.6
|
|
|
5.1
|
|
Net income
|
|
14.7
|
%
|
|
9.8
|
%
|
|
12.9
|
%
|
|
|
Fiscal Years Ended February 3, 2019 and January 28, 2018
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Company-operated stores
|
|
$
|
2,126,363
|
|
|
$
|
1,837,065
|
|
|
64.7
|
%
|
|
69.3
|
%
|
Direct to consumer
|
|
858,856
|
|
|
577,590
|
|
|
26.1
|
|
|
21.8
|
|
||
Other
|
|
303,100
|
|
|
234,526
|
|
|
9.2
|
|
|
8.9
|
|
||
Net revenue
|
|
$
|
3,288,319
|
|
|
$
|
2,649,181
|
|
|
100.0
|
%
|
|
100.0
|
%
|
•
|
Net revenue from company-operated stores we opened or significantly expanded subsequent to
January 28, 2018
, and are therefore not included in comparable store sales, increased net revenue by
$182.7 million
. During fiscal
2018
we opened
36
net new company-operated stores, including
15
stores in North America,
13
stores in Asia Pacific, and
eight
stores in Europe.
|
•
|
A comparable store sales
increase
of
7%
in fiscal
2018
compared to fiscal
2017
resulted in a
$105.5 million
increase
to net revenue. Comparable store sales
increased
8%
, or
$111.6 million
on a constant dollar basis. The increase in comparable store sales was primarily a result of increased store traffic and improved conversion rates.
|
•
|
Net revenue of
$32.7 million
from the 53rd week of fiscal
2018
, which was excluded in the calculation of comparable store sales.
|
•
|
an increase in product margin of 210 basis points, which was primarily due to lower product costs, a favorable mix of higher margin product, and lower markdowns;
|
•
|
a decrease in occupancy and depreciation costs as a percentage of revenue of 40 basis points; and
|
•
|
the costs incurred in fiscal
2017
in connection with the restructuring of our ivivva operations, which reduced gross margin in fiscal
2017
by 30 basis points.
|
•
|
an increase
in costs related to our operating channels of
$135.3 million
, comprised of:
|
–
|
an increase
in employee costs of
$66.5 million
primarily from a growth in labor hours and benefits, mainly associated with new company-operated stores and other new operating locations, and due to higher retail bonus expenses;
|
–
|
an increase
in variable costs such as distribution costs, credit card fees, and packaging costs of
$43.1 million
primarily as a result of increased net revenue; and
|
–
|
an increase
in other costs of
$25.7 million
primarily due to an increase in digital marketing expenses, brand and community costs, and other costs associated with our operating locations including security and repairs and maintenance;
|
•
|
an increase
in head office costs of
$65.0 million
, comprised of:
|
–
|
an increase
in employee costs of
$38.0 million
primarily due to additional employees to support the growth in our business and increased incentive and stock-based compensation expense; and
|
–
|
an increase
in other costs of
$27.0 million
primarily due to an increase in brand and community costs, depreciation, professional fees, and information technology costs; and
|
•
|
a decrease in net foreign exchange and derivative revaluation gains of
$5.9 million
.
|
|
|
Fiscal Years Ended February 3, 2019 and January 28, 2018
|
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Segmented income from operations:
|
|
|
|
|
|
|
|
|
||||||
Company-operated stores
|
|
$
|
575,536
|
|
|
$
|
464,321
|
|
|
27.1
|
%
|
|
25.3
|
%
|
Direct to consumer
|
|
354,107
|
|
|
224,076
|
|
|
41.2
|
|
|
38.8
|
|
||
Other
|
|
62,558
|
|
|
35,580
|
|
|
20.6
|
|
|
15.2
|
|
||
|
|
992,201
|
|
|
723,977
|
|
|
|
|
|
||||
General corporate expenses
|
|
286,365
|
|
|
220,753
|
|
|
|
|
|
||||
Restructuring and related costs
|
|
—
|
|
|
47,223
|
|
|
|
|
|
||||
Income from operations
|
|
$
|
705,836
|
|
|
$
|
456,001
|
|
|
|
|
|
|
|
Fiscal Years Ended January 28, 2018 and January 29, 2017
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Company-operated stores
|
|
$
|
1,837,065
|
|
|
$
|
1,704,357
|
|
|
69.3
|
%
|
|
72.7
|
%
|
Direct to consumer
|
|
577,590
|
|
|
453,287
|
|
|
21.8
|
|
|
19.3
|
|
||
Other
|
|
234,526
|
|
|
186,748
|
|
|
8.9
|
|
|
8.0
|
|
||
Net revenue
|
|
$
|
2,649,181
|
|
|
$
|
2,344,392
|
|
|
100.0
|
%
|
|
100.0
|
%
|
•
|
Net revenue from company-operated stores we opened or significantly expanded subsequent to
January 29, 2017
, and are therefore not included in comparable store sales, increased net revenue by
$146.5 million
. During fiscal
2017
we opened
46
net new lululemon branded company-operated stores, including
30
stores in North America,
14
stores in Asia Pacific, and
two
stores in Europe.
|
•
|
A comparable store sales
increase
of
1%
in fiscal
2017
compared to fiscal
2016
resulted in a
$12.8 million
increase
to net revenue. Comparable store sales
increased
1%
, or
$5.4 million
on a constant dollar basis. The increase in comparable store sales was primarily a result of improved conversion rates and increased dollar value per transaction. This was partially offset by a decrease in store traffic, due in part to shifting retail traffic trends from in-store to online.
|
•
|
an increase in product margin of 200 basis points which was primarily due to lower product costs and a favorable mix of higher margin product, partially offset by higher markdowns, and higher shrink and damages; and
|
•
|
a favorable impact of foreign exchange rates of 10 basis points.
|
•
|
an increase
in costs related to our operating channels of
$91.4 million
, comprised of:
|
–
|
an increase
in employee costs of
$32.8 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 such as distribution costs and credit card fees of
$16.4 million
primarily as a result of increased net revenue; and
|
–
|
an increase
in other costs of
$42.2 million
primarily due to an increase in digital marketing expenses, website related costs including photography costs, brand and community costs, information technology related costs, and other costs associated with our operating locations;
|
•
|
an increase
in head office costs of
$50.0 million
, comprised of:
|
–
|
an increase
in employee costs of
$19.3 million
primarily due to additional employees to support the growth in our business; and
|
–
|
an increase
in other costs of
$30.7 million
primarily due to increases in information technology related costs, brand and community costs, and professional fees.
|
|
|
Fiscal Years Ended January 28, 2018 and January 29, 2017
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||
|
|
(In thousands)
|
|
(Percentages)
|
||||||||||
Segmented income from operations:
|
|
|
|
|
|
|
|
|
||||||
Company-operated stores
|
|
$
|
464,321
|
|
|
$
|
415,635
|
|
|
25.3
|
%
|
|
24.4
|
%
|
Direct to consumer
|
|
224,076
|
|
|
179,995
|
|
|
38.8
|
|
|
39.7
|
|
||
Other
|
|
35,580
|
|
|
22,312
|
|
|
15.2
|
|
|
11.9
|
|
||
|
|
723,977
|
|
|
617,942
|
|
|
|
|
|
||||
General corporate expenses
|
|
220,753
|
|
|
196,790
|
|
|
|
|
|
||||
Restructuring and related costs
|
|
47,223
|
|
|
—
|
|
|
|
|
|
||||
Income from operations
|
|
$
|
456,001
|
|
|
$
|
421,152
|
|
|
|
|
|
•
|
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 marketing efforts;
|
•
|
the design and ease of use of our websites and mobile apps;
|
•
|
the level of customer service that we provide in our stores and on our websites and mobile apps;
|
•
|
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
February 3, 2019 |
|
Fiscal Year Ended
January 28, 2018 |
||||||||||
|
|
(In thousands)
|
|
(Percentages)
|
|
(In thousands)
|
|
(Percentages)
|
||||||
Change in net revenue
|
|
$
|
639,138
|
|
|
24
|
%
|
|
$
|
304,789
|
|
|
13
|
%
|
Adjustments due to foreign exchange rate changes
|
|
12,116
|
|
|
1
|
|
|
(14,221
|
)
|
|
(1
|
)
|
||
Change in net revenue in constant dollars
|
|
$
|
651,254
|
|
|
25
|
%
|
|
$
|
290,568
|
|
|
12
|
%
|
|
|
Fiscal Year Ended
|
||||
|
|
February 3, 2019
|
|
January 28, 2018
|
||
Change in total comparable sales
(1),(2),(3)
|
|
18
|
%
|
|
7
|
%
|
Adjustments due to foreign exchange rate changes
|
|
—
|
|
|
—
|
|
Change in total comparable sales in constant dollars
(1),(2),(3)
|
|
18
|
%
|
|
7
|
%
|
|
|
Fiscal Year Ended
February 3, 2019 |
|
Fiscal Year Ended
January 28, 2018 |
||||||||||
|
|
(In thousands)
|
|
(Percentages)
|
|
(In thousands)
|
|
(Percentages)
|
||||||
Change in comparable store sales
(2),(3)
|
|
$
|
105,452
|
|
|
7
|
%
|
|
$
|
12,820
|
|
|
1
|
%
|
Adjustments due to foreign exchange rate changes
|
|
6,129
|
|
|
1
|
|
|
(7,395
|
)
|
|
—
|
|
||
Change in comparable store sales in constant dollars
(2),(3)
|
|
$
|
111,581
|
|
|
8
|
%
|
|
$
|
5,425
|
|
|
1
|
%
|
|
|
Fiscal Year Ended
|
||||
|
|
February 3, 2019
|
|
January 28, 2018
|
||
Change in direct to consumer net revenue
(3)
|
|
45
|
%
|
|
27
|
%
|
Adjustments due to foreign exchange rate changes
|
|
1
|
|
|
—
|
|
Change in direct to consumer net revenue in constant dollars
(3)
|
|
46
|
%
|
|
27
|
%
|
(1)
|
Total comparable sales includes comparable store sales and direct to consumer sales.
|
(2)
|
Comparable store sales reflects net revenue from company-operated stores that have been open for at least 12 full fiscal months, or open for at least 12 full fiscal months after being significantly expanded.
|
(3)
|
Net revenue from the 53rd week of fiscal 2018 is excluded from the calculation.
|
|
|
Fiscal Year Ended February 3, 2019
|
||||||||||||||
|
|
GAAP Results
|
|
Adjustments
|
|
Adjusted Results
(Non-GAAP) |
||||||||||
|
|
|
Tax on Repatriation of Foreign Earnings
|
|
U.S. Tax Reform
|
|
||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||
Gross profit
|
|
$
|
1,816,287
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,816,287
|
|
Gross margin
|
|
55.2
|
%
|
|
—
|
%
|
|
—
|
%
|
|
55.2
|
%
|
||||
Income from operations
|
|
705,836
|
|
|
—
|
|
|
—
|
|
|
705,836
|
|
||||
Operating margin
|
|
21.5
|
%
|
|
—
|
%
|
|
—
|
%
|
|
21.5
|
%
|
||||
Income before income tax expense
|
|
715,250
|
|
|
—
|
|
|
—
|
|
|
715,250
|
|
||||
Income tax expense
|
|
231,449
|
|
|
(23,714
|
)
|
|
(7,464
|
)
|
|
200,271
|
|
||||
Effective tax rate
|
|
32.4
|
%
|
|
(3.3
|
)%
|
|
(1.1
|
)%
|
|
28.0
|
%
|
||||
Diluted earnings per share
|
|
$
|
3.61
|
|
|
$
|
0.18
|
|
|
$
|
0.05
|
|
|
$
|
3.84
|
|
|
|
Fiscal Year Ended January 28, 2018
|
||||||||||||||
|
|
GAAP Results
|
|
Adjustments
|
|
Adjusted Results
(Non-GAAP) |
||||||||||
|
|
|
Restructuring of ivivva Operations
|
|
U.S. Tax Reform
|
|
||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||
Gross profit
|
|
$
|
1,398,790
|
|
|
$
|
8,698
|
|
|
$
|
—
|
|
|
$
|
1,407,488
|
|
Gross margin
|
|
52.8
|
%
|
|
0.3
|
%
|
|
—
|
%
|
|
53.1
|
%
|
||||
Income from operations
|
|
456,001
|
|
|
47,223
|
|
|
—
|
|
|
503,224
|
|
||||
Operating margin
|
|
17.2
|
%
|
|
1.8
|
%
|
|
—
|
%
|
|
19.0
|
%
|
||||
Income before income tax expense
|
|
459,998
|
|
|
47,223
|
|
|
—
|
|
|
507,221
|
|
||||
Income tax expense
|
|
201,336
|
|
|
12,741
|
|
|
(59,294
|
)
|
|
154,783
|
|
||||
Effective tax rate
|
|
43.8
|
%
|
|
(0.4
|
)%
|
|
(12.9
|
)%
|
|
30.5
|
%
|
||||
Diluted earnings per share
|
|
$
|
1.90
|
|
|
$
|
0.25
|
|
|
$
|
0.44
|
|
|
$
|
2.59
|
|
|
|
Fiscal Year Ended January 29, 2017
|
||||||||||
|
|
GAAP Results
|
|
Transfer Pricing and Repatriation Tax Adjustments
|
|
Adjusted Results
(Non-GAAP)
|
||||||
|
|
(In thousands, except per share amounts)
|
||||||||||
Income before income tax expense
|
|
$
|
422,729
|
|
|
$
|
1,695
|
|
|
$
|
424,424
|
|
Income tax expense
|
|
119,348
|
|
|
10,744
|
|
|
130,092
|
|
|||
Effective tax rate
|
|
28.2
|
%
|
|
2.5
|
%
|
|
30.7
|
%
|
|||
Diluted earnings per share
|
|
$
|
2.21
|
|
|
$
|
(0.07
|
)
|
|
$
|
2.14
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
|
January 29, 2017
|
||||||
|
|
(In thousands)
|
||||||||||
Total cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
742,779
|
|
|
$
|
489,337
|
|
|
$
|
386,392
|
|
Investing activities
|
|
(242,794
|
)
|
|
(173,392
|
)
|
|
(149,511
|
)
|
|||
Financing activities
|
|
(590,214
|
)
|
|
(97,862
|
)
|
|
(26,611
|
)
|
|||
Effect of exchange rate changes on cash
|
|
(18,952
|
)
|
|
37,572
|
|
|
23,094
|
|
|||
(Decrease) increase in cash and cash equivalents
|
|
$
|
(109,181
|
)
|
|
$
|
255,655
|
|
|
$
|
233,364
|
|
•
|
an
increase
of
$225.1 million
in net income; and
|
•
|
an
increase
of
$20.1 million
in non-cash expenses, primarily due to the following:
|
–
|
an increase in deferred income taxes, depreciation, and stock-based compensation;
|
–
|
partially offset by the settlement of derivatives not designated in a hedging relationship and a decrease in asset impairment costs related to the restructuring of our ivivva operations.
|
•
|
an
increase
of
$8.2 million
in the change in operating assets and liabilities, primarily due to the following:
|
–
|
an
increase
of
$73.5 million
related to accounts payable, primarily due to a change in our payment terms;
|
–
|
an
increase
of
$28.7 million
related to accrued compensation and related expenses, primarily due to the timing of salary payments, increased incentive compensation costs, and an increased number of employees;
|
–
|
partially offset by an
increase
of
$64.1 million
related to inventory, primarily due to an increase in inventory purchases, and a
decrease
of
$18.0 million
in income taxes.
|
•
|
an increase of
$104.0 million
in the change in operating assets and liabilities, primarily due to the following:
|
–
|
$62.5 million
related to income taxes, primarily due to income taxes payable in relation to U.S. tax reform;
|
–
|
$31.8 million
related to other accrued and non-current liabilities, primarily due to changes in accrued operating expenses, forward currency contract liabilities, and tenant inducements.
|
•
|
a decrease of
$44.7 million
in net income, partially offset by an increase of
$43.6 million
in non-cash expenses primarily related to asset impairment costs related to the restructuring of our ivivva operations, and an increase in depreciation.
|
|
|
Payments Due by Fiscal Year
|
||||||||||||||||||||||||||
|
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||
Operating leases (minimum rent)
|
|
$
|
783,913
|
|
|
$
|
169,822
|
|
|
$
|
147,541
|
|
|
$
|
123,032
|
|
|
$
|
99,471
|
|
|
$
|
73,213
|
|
|
$
|
170,834
|
|
Product purchase obligations
|
|
387,917
|
|
|
387,132
|
|
|
785
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
One-time transition tax payable
|
|
46,108
|
|
|
4,009
|
|
|
4,009
|
|
|
4,009
|
|
|
4,009
|
|
|
7,518
|
|
|
22,554
|
|
Furniture and fixtures
|
|
20%
|
Computer hardware and software
|
|
20% - 30%
|
Equipment and vehicles
|
|
30%
|
•
|
the following impacts to the consolidated statements of operations:
|
–
|
a decrease in our net revenue upon translation of the sales made by our Canadian operations into U.S. dollars for the purposes of consolidation;
|
–
|
an decrease 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 gains by our Canadian subsidiaries on U.S. dollar denominated monetary assets and liabilities; and
|
–
|
derivative valuation losses on forward currency contracts not designated in a hedging relationship;
|
•
|
the following impacts to the consolidated balance sheets:
|
–
|
a decrease in the foreign currency translation adjustment which arises on the translation of our Canadian subsidiaries' balance sheets into U.S. dollars; and
|
–
|
an increase in the foreign currency translation adjustment from derivative valuation losses on forward currency contracts, entered into as net investment hedges of a Canadian subsidiary.
|
/s/ PricewaterhouseCoopers LLP
|
Chartered Professional Accountants
|
Vancouver, Canada
|
March 27, 2019
|
|
|
February 3,
2019 |
|
January 28,
2018 |
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
881,320
|
|
|
$
|
990,501
|
|
Accounts receivable
|
|
35,786
|
|
|
19,173
|
|
||
Inventories
|
|
404,842
|
|
|
329,562
|
|
||
Prepaid and receivable income taxes
|
|
49,385
|
|
|
48,948
|
|
||
Other prepaid expenses and other current assets
|
|
57,949
|
|
|
48,098
|
|
||
|
|
1,429,282
|
|
|
1,436,282
|
|
||
Property and equipment, net
|
|
567,237
|
|
|
473,642
|
|
||
Goodwill and intangible assets, net
|
|
24,239
|
|
|
24,679
|
|
||
Deferred income tax assets
|
|
26,549
|
|
|
32,491
|
|
||
Other non-current assets
|
|
37,404
|
|
|
31,389
|
|
||
|
|
$
|
2,084,711
|
|
|
$
|
1,998,483
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
95,533
|
|
|
$
|
24,646
|
|
Accrued inventory liabilities
|
|
16,241
|
|
|
13,027
|
|
||
Accrued compensation and related expenses
|
|
109,181
|
|
|
70,141
|
|
||
Current income taxes payable
|
|
67,412
|
|
|
15,700
|
|
||
Unredeemed gift card liability
|
|
99,412
|
|
|
82,668
|
|
||
Other current liabilities
|
|
112,698
|
|
|
86,416
|
|
||
|
|
500,477
|
|
|
292,598
|
|
||
Non-current income taxes payable
|
|
42,099
|
|
|
48,268
|
|
||
Deferred income tax liabilities
|
|
14,249
|
|
|
1,336
|
|
||
Other non-current liabilities
|
|
81,911
|
|
|
59,321
|
|
||
|
|
638,736
|
|
|
401,523
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
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; 9,332 and 9,781 issued and outstanding
|
|
—
|
|
|
—
|
|
||
Special voting stock, $0.000005 par value: 60,000 shares authorized; 9,332 and 9,781 issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.005 par value: 400,000 shares authorized; 121,600 and 125,650 issued and outstanding
|
|
608
|
|
|
628
|
|
||
Additional paid-in capital
|
|
315,285
|
|
|
284,253
|
|
||
Retained earnings
|
|
1,346,890
|
|
|
1,455,002
|
|
||
Accumulated other comprehensive loss
|
|
(216,808
|
)
|
|
(142,923
|
)
|
||
|
|
1,445,975
|
|
|
1,596,960
|
|
||
|
|
$
|
2,084,711
|
|
|
$
|
1,998,483
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
February 3,
2019 |
|
January 28,
2018 |
|
January 29,
2017 |
||||||
Net revenue
|
|
$
|
3,288,319
|
|
|
$
|
2,649,181
|
|
|
$
|
2,344,392
|
|
Cost of goods sold
|
|
1,472,032
|
|
|
1,250,391
|
|
|
1,144,775
|
|
|||
Gross profit
|
|
1,816,287
|
|
|
1,398,790
|
|
|
1,199,617
|
|
|||
Selling, general and administrative expenses
|
|
1,110,451
|
|
|
904,264
|
|
|
778,465
|
|
|||
Asset impairment and restructuring costs
|
|
—
|
|
|
38,525
|
|
|
—
|
|
|||
Income from operations
|
|
705,836
|
|
|
456,001
|
|
|
421,152
|
|
|||
Other income (expense), net
|
|
9,414
|
|
|
3,997
|
|
|
1,577
|
|
|||
Income before income tax expense
|
|
715,250
|
|
|
459,998
|
|
|
422,729
|
|
|||
Income tax expense
|
|
231,449
|
|
|
201,336
|
|
|
119,348
|
|
|||
Net income
|
|
$
|
483,801
|
|
|
$
|
258,662
|
|
|
$
|
303,381
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
(73,885
|
)
|
|
58,577
|
|
|
36,703
|
|
|||
Comprehensive income
|
|
$
|
409,916
|
|
|
$
|
317,239
|
|
|
$
|
340,084
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
3.63
|
|
|
$
|
1.90
|
|
|
$
|
2.21
|
|
Diluted earnings per share
|
|
$
|
3.61
|
|
|
$
|
1.90
|
|
|
$
|
2.21
|
|
Basic weighted-average number of shares outstanding
|
|
133,413
|
|
|
135,988
|
|
|
137,086
|
|
|||
Diluted weighted-average number of shares outstanding
|
|
133,971
|
|
|
136,198
|
|
|
137,302
|
|
|
|
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 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
|
|
|||||||||||||
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
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
258,662
|
|
|
|
|
258,662
|
|
|||||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,577
|
|
|
58,577
|
|
|||||||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
17,610
|
|
|
|
|
|
|
17,610
|
|
|||||||||||||
Common stock issued upon settlement of stock-based compensation
|
|
|
|
|
|
|
|
267
|
|
|
1
|
|
|
5,627
|
|
|
|
|
|
|
5,628
|
|
|||||||||||
Shares withheld related to net share settlement of stock-based compensation
|
|
|
|
|
|
|
|
(60
|
)
|
|
—
|
|
|
(3,229
|
)
|
|
|
|
|
|
(3,229
|
)
|
|||||||||||
Repurchase of common stock
|
|
|
|
|
|
|
|
(1,861
|
)
|
|
(10
|
)
|
|
(2,377
|
)
|
|
(97,874
|
)
|
|
|
|
(100,261
|
)
|
||||||||||
Balance at January 28, 2018
|
|
9,781
|
|
|
9,781
|
|
|
$
|
—
|
|
|
125,650
|
|
|
$
|
628
|
|
|
$
|
284,253
|
|
|
$
|
1,455,002
|
|
|
$
|
(142,923
|
)
|
|
$
|
1,596,960
|
|
|
|
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
|
|
|
|
|
|||||||||||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
483,801
|
|
|
|
|
483,801
|
|
|||||||||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(73,885
|
)
|
|
(73,885
|
)
|
|||||||||||||
Common stock issued upon exchange of exchangeable shares
|
|
(449
|
)
|
|
(449
|
)
|
|
—
|
|
|
449
|
|
|
2
|
|
|
(2
|
)
|
|
|
|
|
|
—
|
|
||||||||
Stock-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
28,568
|
|
|
|
|
|
|
28,568
|
|
|||||||||||||
Common stock issued upon settlement of stock-based compensation
|
|
|
|
|
|
|
|
535
|
|
|
3
|
|
|
17,647
|
|
|
|
|
|
|
17,650
|
|
|||||||||||
Shares withheld related to net share settlement of stock-based compensation
|
|
|
|
|
|
|
|
(94
|
)
|
|
—
|
|
|
(8,779
|
)
|
|
|
|
|
|
(8,779
|
)
|
|||||||||||
Repurchase of common stock
|
|
|
|
|
|
|
|
(4,940
|
)
|
|
(25
|
)
|
|
(6,402
|
)
|
|
(591,913
|
)
|
|
|
|
(598,340
|
)
|
||||||||||
Balance at February 3, 2019
|
|
9,332
|
|
|
9,332
|
|
|
$
|
—
|
|
|
121,600
|
|
|
$
|
608
|
|
|
$
|
315,285
|
|
|
$
|
1,346,890
|
|
|
$
|
(216,808
|
)
|
|
$
|
1,445,975
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
February 3,
2019 |
|
January 28,
2018 |
|
January 29,
2017 |
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
483,801
|
|
|
$
|
258,662
|
|
|
$
|
303,381
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
122,484
|
|
|
108,235
|
|
|
87,697
|
|
|||
Stock-based compensation expense
|
|
28,568
|
|
|
17,610
|
|
|
16,822
|
|
|||
Derecognition of unredeemed gift card liability
|
|
(6,859
|
)
|
|
(6,202
|
)
|
|
(4,548
|
)
|
|||
Asset impairment for ivivva restructuring
|
|
—
|
|
|
11,593
|
|
|
—
|
|
|||
Settlement of derivatives not designated in a hedging relationship
|
|
(14,876
|
)
|
|
6,227
|
|
|
—
|
|
|||
Deferred income taxes
|
|
16,786
|
|
|
(11,416
|
)
|
|
(17,563
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Inventories
|
|
(85,942
|
)
|
|
(21,178
|
)
|
|
(5,403
|
)
|
|||
Prepaid and receivable income taxes
|
|
(437
|
)
|
|
32,242
|
|
|
11,537
|
|
|||
Other prepaid expenses and other current and non-current assets
|
|
(30,653
|
)
|
|
(7,755
|
)
|
|
(15,688
|
)
|
|||
Accounts payable
|
|
71,962
|
|
|
(1,551
|
)
|
|
14,080
|
|
|||
Accrued inventory liabilities
|
|
4,312
|
|
|
3,680
|
|
|
(18,900
|
)
|
|||
Accrued compensation and related expenses
|
|
41,600
|
|
|
12,873
|
|
|
9,943
|
|
|||
Current income taxes payable
|
|
52,597
|
|
|
(16,470
|
)
|
|
(10,020
|
)
|
|||
Unredeemed gift card liability
|
|
24,885
|
|
|
17,282
|
|
|
16,010
|
|
|||
Lease termination liabilities
|
|
(3,860
|
)
|
|
6,427
|
|
|
—
|
|
|||
Non-current income taxes payable
|
|
(6,169
|
)
|
|
48,268
|
|
|
—
|
|
|||
Other current and non-current liabilities
|
|
44,580
|
|
|
30,810
|
|
|
(956
|
)
|
|||
Net cash provided by operating activities
|
|
742,779
|
|
|
489,337
|
|
|
386,392
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
|
(225,807
|
)
|
|
(157,864
|
)
|
|
(149,511
|
)
|
|||
Settlement of net investment hedges
|
|
(16,216
|
)
|
|
(7,203
|
)
|
|
—
|
|
|||
Other investing activities
|
|
(771
|
)
|
|
(8,325
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(242,794
|
)
|
|
(173,392
|
)
|
|
(149,511
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Proceeds from settlement of stock-based compensation
|
|
17,650
|
|
|
5,628
|
|
|
6,907
|
|
|||
Taxes paid related to net share settlement of stock-based compensation
|
|
(8,779
|
)
|
|
(3,229
|
)
|
|
(3,268
|
)
|
|||
Repurchase of common stock
|
|
(598,340
|
)
|
|
(100,261
|
)
|
|
(29,327
|
)
|
|||
Other financing activities
|
|
(745
|
)
|
|
—
|
|
|
(923
|
)
|
|||
Net cash used in financing activities
|
|
(590,214
|
)
|
|
(97,862
|
)
|
|
(26,611
|
)
|
|||
Effect of exchange rate changes on cash
|
|
(18,952
|
)
|
|
37,572
|
|
|
23,094
|
|
|||
(Decrease) increase in cash and cash equivalents
|
|
(109,181
|
)
|
|
255,655
|
|
|
233,364
|
|
|||
Cash and cash equivalents, beginning of period
|
|
$
|
990,501
|
|
|
$
|
734,846
|
|
|
$
|
501,482
|
|
Cash and cash equivalents, end of period
|
|
$
|
881,320
|
|
|
$
|
990,501
|
|
|
$
|
734,846
|
|
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
|
||
Note 18
|
||
Note 19
|
||
Note 20
|
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, research and development, 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.
|
•
|
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.
|
|
|
February 3, 2019
|
||||||||||
|
|
As Reported
|
|
Adjustment for ASC 606
|
|
Balances Without Adoption of ASC 606
|
||||||
|
|
(In thousands)
|
||||||||||
Other prepaid expenses and other current assets
|
|
$
|
57,949
|
|
|
$
|
(3,719
|
)
|
|
$
|
54,230
|
|
Current assets
|
|
1,429,282
|
|
|
(3,719
|
)
|
|
1,425,563
|
|
|||
Total assets
|
|
2,084,711
|
|
|
(3,719
|
)
|
|
2,080,992
|
|
|||
|
|
|
|
|
|
|
||||||
Other current liabilities
|
|
112,698
|
|
|
3,719
|
|
|
116,417
|
|
|||
Current liabilities
|
|
500,477
|
|
|
3,719
|
|
|
504,196
|
|
|||
Total liabilities
|
|
638,736
|
|
|
3,719
|
|
|
642,455
|
|
|
|
February 3, 2019
|
|
January 28, 2018
|
||||
|
|
(In thousands)
|
||||||
Finished goods
|
|
$
|
420,931
|
|
|
$
|
344,695
|
|
Provision to reduce inventories to net realizable value
|
|
(16,089
|
)
|
|
(15,133
|
)
|
||
Inventories
|
|
$
|
404,842
|
|
|
$
|
329,562
|
|
|
|
February 3, 2019
|
|
January 28, 2018
|
||||
|
|
(In thousands)
|
||||||
Land
|
|
$
|
78,636
|
|
|
$
|
83,048
|
|
Buildings
|
|
38,030
|
|
|
39,278
|
|
||
Leasehold improvements
|
|
362,571
|
|
|
301,449
|
|
||
Furniture and fixtures
|
|
103,733
|
|
|
91,778
|
|
||
Computer hardware
|
|
69,542
|
|
|
61,734
|
|
||
Computer software
|
|
230,689
|
|
|
173,997
|
|
||
Equipment and vehicles
|
|
15,009
|
|
|
14,806
|
|
||
Work in progress
|
|
74,271
|
|
|
51,260
|
|
||
Property and equipment, gross
|
|
972,481
|
|
|
817,350
|
|
||
Accumulated depreciation
|
|
(405,244
|
)
|
|
(343,708
|
)
|
||
Property and equipment, net
|
|
$
|
567,237
|
|
|
$
|
473,642
|
|
|
|
February 3, 2019
|
|
January 28, 2018
|
||||
|
|
(In thousands)
|
||||||
Goodwill
|
|
$
|
25,496
|
|
|
$
|
25,496
|
|
Changes in foreign currency exchange rates
|
|
(1,257
|
)
|
|
(890
|
)
|
||
|
|
24,239
|
|
|
24,606
|
|
||
Intangible assets, net
|
|
—
|
|
|
73
|
|
||
Goodwill and intangible assets, net
|
|
$
|
24,239
|
|
|
$
|
24,679
|
|
|
|
February 3, 2019
|
|
January 28, 2018
|
||||
|
|
(In thousands)
|
||||||
Accrued duty, freight, and other operating expenses
|
|
$
|
49,945
|
|
|
$
|
33,695
|
|
Sales tax collected
|
|
16,091
|
|
|
11,811
|
|
||
Sales return allowances
|
|
11,318
|
|
|
6,293
|
|
||
Accrued capital expenditures
|
|
11,295
|
|
|
5,714
|
|
||
Deferred revenue
|
|
8,045
|
|
|
2,453
|
|
||
Accrued rent
|
|
7,331
|
|
|
7,074
|
|
||
Lease termination liabilities
|
|
2,293
|
|
|
6,427
|
|
||
Forward currency contract liabilities
|
|
1,042
|
|
|
8,771
|
|
||
Other
|
|
5,338
|
|
|
4,178
|
|
||
Other current liabilities
|
|
$
|
112,698
|
|
|
$
|
86,416
|
|
|
|
February 3, 2019
|
|
January 28, 2018
|
||||
|
|
(In thousands)
|
||||||
Tenant inducements
|
|
$
|
42,360
|
|
|
$
|
26,250
|
|
Deferred lease liabilities
|
|
34,018
|
|
|
27,186
|
|
||
Other
|
|
5,533
|
|
|
5,885
|
|
||
Other non-current liabilities
|
|
$
|
81,911
|
|
|
$
|
59,321
|
|
|
|
Stock Options
|
|
Performance-Based Restricted Stock Units
|
|
Restricted Shares
|
|
Restricted Stock Units
|
|
Restricted Stock Units
(Liability Accounting)
|
|||||||||||||||||||||||||
|
|
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
|
|
Number
|
|
Weighted-Average Fair Value
|
|||||||||||||||
|
|
(In thousands, except per share amounts)
|
|
|
|
|
|||||||||||||||||||||||||||||
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/expired
|
|
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
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
619
|
|
|
52.34
|
|
|
192
|
|
|
52.38
|
|
|
24
|
|
|
52.38
|
|
|
336
|
|
|
52.83
|
|
|
—
|
|
|
—
|
|
|||||
Exercised/vested
|
|
109
|
|
|
51.62
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
70.29
|
|
|
135
|
|
|
60.64
|
|
|
—
|
|
|
—
|
|
|||||
Forfeited/expired
|
|
311
|
|
|
58.09
|
|
|
253
|
|
|
55.30
|
|
|
3
|
|
|
51.72
|
|
|
134
|
|
|
57.28
|
|
|
—
|
|
|
—
|
|
|||||
Balance at January 28, 2018
|
|
1,117
|
|
|
$
|
56.44
|
|
|
329
|
|
|
$
|
60.42
|
|
|
21
|
|
|
$
|
52.45
|
|
|
427
|
|
|
$
|
57.54
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
388
|
|
|
96.96
|
|
|
123
|
|
|
102.49
|
|
|
6
|
|
|
124.19
|
|
|
257
|
|
|
88.75
|
|
|
44
|
|
|
136.67
|
|
|||||
Exercised/vested
|
|
316
|
|
|
56.29
|
|
|
39
|
|
|
63.04
|
|
|
21
|
|
|
52.45
|
|
|
174
|
|
|
58.94
|
|
|
—
|
|
|
—
|
|
|||||
Forfeited/expired
|
|
319
|
|
|
59.76
|
|
|
133
|
|
|
61.71
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|
66.90
|
|
|
—
|
|
|
—
|
|
|||||
Balance at February 3, 2019
|
|
870
|
|
|
$
|
73.34
|
|
|
280
|
|
|
$
|
78.01
|
|
|
6
|
|
|
$
|
124.19
|
|
|
440
|
|
|
$
|
73.73
|
|
|
44
|
|
|
$
|
146.12
|
|
|
|
Fiscal Year Ended
|
|||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
|
January 29, 2017
|
|||
Expected term
|
|
3.75 years
|
|
|
4.00 years
|
|
|
4.00 years
|
|
Expected volatility
|
|
36.87
|
%
|
|
38.28
|
%
|
|
40.07
|
%
|
Risk-free interest rate
|
|
2.46
|
%
|
|
1.72
|
%
|
|
1.08
|
%
|
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)
|
||||||||||||||||||
$11.75 - $51.72
|
|
74
|
|
|
$
|
46.56
|
|
|
3.7
|
|
50
|
|
|
$
|
44.83
|
|
|
3.2
|
||
$51.87 - $51.87
|
|
225
|
|
|
51.87
|
|
|
5.2
|
|
29
|
|
|
51.87
|
|
|
5.1
|
||||
$52.39 - $68.69
|
|
203
|
|
|
63.68
|
|
|
4.0
|
|
83
|
|
|
61.50
|
|
|
3.7
|
||||
$69.30 - $85.96
|
|
278
|
|
|
85.11
|
|
|
6.1
|
|
4
|
|
|
72.39
|
|
|
3.5
|
||||
$113.87 - $155.97
|
|
90
|
|
|
134.28
|
|
|
6.5
|
|
—
|
|
|
—
|
|
|
0.0
|
||||
|
|
870
|
|
|
$
|
73.34
|
|
|
5.2
|
|
166
|
|
|
$
|
55.05
|
|
|
3.8
|
||
Intrinsic value
|
|
$
|
63,329
|
|
|
|
|
|
|
$
|
15,105
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
|
January 29, 2017
|
||||||
|
|
(In thousands)
|
||||||||||
Stock options
|
|
$
|
17,268
|
|
|
$
|
1,856
|
|
|
$
|
6,072
|
|
Performance-based restricted stock units
|
|
3,413
|
|
|
—
|
|
|
471
|
|
|||
Restricted shares
|
|
2,600
|
|
|
743
|
|
|
2,283
|
|
|||
Restricted stock units
|
|
17,142
|
|
|
7,447
|
|
|
6,084
|
|
|||
|
|
$
|
40,423
|
|
|
$
|
10,046
|
|
|
$
|
14,910
|
|
|
|
February 3, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance Sheet Classification
|
||||||||
|
|
(In thousands)
|
|
|
||||||||||||||
Money market funds
|
|
$
|
471,888
|
|
|
$
|
471,888
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Cash and cash equivalents
|
Treasury bills
|
|
99,958
|
|
|
99,958
|
|
|
—
|
|
|
—
|
|
|
Cash and cash equivalents
|
||||
Term deposits
|
|
63,522
|
|
|
—
|
|
|
63,522
|
|
|
—
|
|
|
Cash and cash equivalents
|
||||
Net forward currency contract assets
|
|
516
|
|
|
—
|
|
|
516
|
|
|
—
|
|
|
Other prepaid expenses and other current assets
|
||||
Net forward currency contract liabilities
|
|
1,042
|
|
|
—
|
|
|
1,042
|
|
|
—
|
|
|
Other current liabilities
|
|
|
January 28, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Balance Sheet Classification
|
||||||||
|
|
(In thousands)
|
|
|
||||||||||||||
Term deposits
|
|
$
|
258,238
|
|
|
$
|
—
|
|
|
$
|
258,238
|
|
|
$
|
—
|
|
|
Cash and cash equivalents
|
Net forward currency contract assets
|
|
7,889
|
|
|
—
|
|
|
7,889
|
|
|
—
|
|
|
Other prepaid expenses and other current assets
|
||||
Net forward currency contract liabilities
|
|
8,771
|
|
|
—
|
|
|
8,771
|
|
|
—
|
|
|
Other current liabilities
|
|
|
February 3, 2019
|
|
January 28, 2018
|
||||
|
|
(In thousands)
|
||||||
Derivatives designated as net investment hedges
|
|
$
|
328,000
|
|
|
$
|
262,000
|
|
Derivatives not designated in a hedging relationship
|
|
309,000
|
|
|
240,000
|
|
|
|
February 3, 2019
|
|
January 28, 2018
|
||||
|
|
(In thousands)
|
||||||
Net forward currency contract assets, recognized within other prepaid expenses and other current assets:
|
|
|
|
|
||||
Derivatives not designated in a hedging relationship
|
|
$
|
516
|
|
|
$
|
7,889
|
|
Net forward currency contract liabilities, recognized within other current liabilities:
|
|
|
|
|
||||
Derivatives designated as net investment hedges
|
|
1,042
|
|
|
8,771
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
|
January 29, 2017
|
||||||
|
|
(In thousands)
|
||||||||||
Gains (losses) recognized in foreign currency translation adjustment:
|
|
|
|
|
|
|
||||||
Derivatives designated as net investment hedges
|
|
$
|
23,946
|
|
|
$
|
(15,974
|
)
|
|
$
|
—
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
|
January 29, 2017
|
||||||
|
|
(In thousands)
|
||||||||||
Gains (losses) recognized in selling, general and administrative expenses:
|
|
|
|
|
|
|
||||||
Foreign exchange gains (losses)
|
|
$
|
23,642
|
|
|
$
|
(6,798
|
)
|
|
$
|
(8,314
|
)
|
Derivatives not designated in a hedging relationship
|
|
(22,249
|
)
|
|
14,115
|
|
|
—
|
|
|||
Net foreign exchange and derivative gains (losses)
|
|
$
|
1,393
|
|
|
$
|
7,317
|
|
|
$
|
(8,314
|
)
|
|
|
Fiscal Year Ended
|
||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
||||
|
|
(In thousands)
|
||||||
Costs recorded in cost of goods sold:
|
|
|
|
|
||||
Provision to reduce inventories to net realizable value
|
|
$
|
—
|
|
|
$
|
4,945
|
|
Accelerated depreciation
|
|
—
|
|
|
3,753
|
|
||
|
|
—
|
|
|
8,698
|
|
||
Costs recorded in operating expenses:
|
|
|
|
|
||||
Lease termination costs
|
|
—
|
|
|
21,069
|
|
||
Impairment of property and equipment
|
|
—
|
|
|
11,593
|
|
||
Employee related costs
|
|
—
|
|
|
4,226
|
|
||
Other restructuring costs
|
|
—
|
|
|
1,637
|
|
||
Asset impairment and restructuring costs
|
|
—
|
|
|
38,525
|
|
||
Restructuring and related costs
|
|
$
|
—
|
|
|
$
|
47,223
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
|
January 29, 2017
|
||||||
|
|
(In thousands)
|
||||||||||
Income (loss) before income tax expense
|
|
|
|
|
|
|
||||||
Domestic
|
|
$
|
132,563
|
|
|
$
|
123,942
|
|
|
$
|
(30,955
|
)
|
Foreign
|
|
582,687
|
|
|
336,056
|
|
|
453,684
|
|
|||
|
|
$
|
715,250
|
|
|
$
|
459,998
|
|
|
$
|
422,729
|
|
Current income tax expense
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
73,213
|
|
|
$
|
79,724
|
|
|
$
|
36,245
|
|
State
|
|
16,153
|
|
|
11,573
|
|
|
6,690
|
|
|||
Foreign
|
|
123,129
|
|
|
109,322
|
|
|
94,581
|
|
|||
|
|
$
|
212,495
|
|
|
$
|
200,619
|
|
|
$
|
137,516
|
|
Deferred income tax expense (recovery)
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(13,068
|
)
|
|
$
|
14,443
|
|
|
$
|
(11,065
|
)
|
State
|
|
(8,566
|
)
|
|
3,988
|
|
|
(1,840
|
)
|
|||
Foreign
|
|
40,588
|
|
|
(17,714
|
)
|
|
(5,263
|
)
|
|||
|
|
18,954
|
|
|
717
|
|
|
(18,168
|
)
|
|||
Income tax expense
|
|
$
|
231,449
|
|
|
$
|
201,336
|
|
|
$
|
119,348
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
|
January 29, 2017
|
||||||
|
|
(In thousands)
|
||||||||||
U.S. tax reform:
|
|
|
|
|
|
|
||||||
One-time transition tax
|
|
$
|
7,464
|
|
|
$
|
58,896
|
|
|
$
|
—
|
|
Deferred income tax effects
|
|
—
|
|
|
398
|
|
|
—
|
|
|||
Tax on repatriation of foreign earnings
|
|
23,714
|
|
|
—
|
|
|
(38
|
)
|
|||
Tax recovery on ivivva restructuring costs
|
|
—
|
|
|
(12,741
|
)
|
|
—
|
|
|||
Transfer pricing adjustments, net
|
|
—
|
|
|
—
|
|
|
(10,706
|
)
|
|||
Total discrete amounts
|
|
$
|
31,178
|
|
|
$
|
46,553
|
|
|
$
|
(10,744
|
)
|
|
|
Fiscal Year Ended
|
|||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
|
January 29, 2017
|
|||
|
|
(Percentages)
|
|||||||
Federal income tax at statutory rate
|
|
21.0
|
%
|
|
33.9
|
%
|
|
35.0
|
%
|
Foreign tax rate differentials
|
|
4.7
|
|
|
(5.9
|
)
|
|
(7.0
|
)
|
U.S. state taxes
|
|
0.9
|
|
|
1.5
|
|
|
1.6
|
|
Non-deductible compensation expense
|
|
0.8
|
|
|
0.9
|
|
|
0.6
|
|
Permanent and other
|
|
0.6
|
|
|
0.5
|
|
|
0.5
|
|
U.S. tax reform
|
|
1.1
|
|
|
12.9
|
|
|
—
|
|
Tax on repatriation of foreign earnings
|
|
3.3
|
|
|
—
|
|
|
—
|
|
Transfer pricing adjustments, net
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
Effective tax rate
|
|
32.4
|
%
|
|
43.8
|
%
|
|
28.2
|
%
|
|
|
February 3, 2019
|
|
January 28, 2018
|
||||
|
|
(In thousands)
|
||||||
Deferred income tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
3,163
|
|
|
$
|
37,436
|
|
Inventories
|
|
8,684
|
|
|
4,691
|
|
||
Deferred lease liabilities
|
|
8,206
|
|
|
7,956
|
|
||
Tenant inducements
|
|
10,444
|
|
|
7,386
|
|
||
Stock-based compensation
|
|
2,440
|
|
|
740
|
|
||
Accrued bonuses
|
|
3,265
|
|
|
—
|
|
||
Unredeemed gift card liability
|
|
5,015
|
|
|
515
|
|
||
Foreign tax credits
|
|
—
|
|
|
877
|
|
||
Other
|
|
4,813
|
|
|
4,794
|
|
||
Deferred income tax assets
|
|
46,030
|
|
|
64,395
|
|
||
Valuation allowance
|
|
(507
|
)
|
|
(1,843
|
)
|
||
Deferred income tax assets, net of valuation allowance
|
|
$
|
45,523
|
|
|
$
|
62,552
|
|
Deferred income tax liabilities:
|
|
|
|
|
||||
Property and equipment, net
|
|
$
|
(33,055
|
)
|
|
$
|
(30,429
|
)
|
Other
|
|
(168
|
)
|
|
(968
|
)
|
||
Deferred income tax liabilities
|
|
(33,223
|
)
|
|
(31,397
|
)
|
||
Net deferred income tax assets
|
|
$
|
12,300
|
|
|
$
|
31,155
|
|
|
|
|
|
|
||||
Balance sheet classification:
|
|
|
|
|
||||
Deferred income tax assets
|
|
$
|
26,549
|
|
|
$
|
32,491
|
|
Deferred income tax liabilities
|
|
(14,249
|
)
|
|
(1,336
|
)
|
||
Net deferred income tax assets
|
|
$
|
12,300
|
|
|
$
|
31,155
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
|
January 29, 2017
|
||||||
|
|
(In thousands, except per share amounts)
|
||||||||||
Net income
|
|
$
|
483,801
|
|
|
$
|
258,662
|
|
|
$
|
303,381
|
|
Basic weighted-average number of shares outstanding
|
|
133,413
|
|
|
135,988
|
|
|
137,086
|
|
|||
Assumed conversion of dilutive stock options and awards
|
|
558
|
|
|
210
|
|
|
216
|
|
|||
Diluted weighted-average number of shares outstanding
|
|
133,971
|
|
|
136,198
|
|
|
137,302
|
|
|||
Basic earnings per share
|
|
$
|
3.63
|
|
|
$
|
1.90
|
|
|
$
|
2.21
|
|
Diluted earnings per share
|
|
$
|
3.61
|
|
|
$
|
1.90
|
|
|
$
|
2.21
|
|
|
|
Payments Due by Fiscal Year
|
||||||||||||||||||||||||||
|
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||
Operating leases (minimum rent)
|
|
$
|
783,913
|
|
|
$
|
169,822
|
|
|
$
|
147,541
|
|
|
$
|
123,032
|
|
|
$
|
99,471
|
|
|
$
|
73,213
|
|
|
$
|
170,834
|
|
One-time transition tax payable
|
|
46,108
|
|
|
4,009
|
|
|
4,009
|
|
|
4,009
|
|
|
4,009
|
|
|
7,518
|
|
|
22,554
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
|
January 29, 2017
|
||||||
|
|
(In thousands)
|
||||||||||
Payments to related parties:
|
|
|
|
|
|
|
||||||
Lease costs for one company-operated store
|
|
$
|
124
|
|
|
$
|
138
|
|
|
$
|
108
|
|
Consulting fees
|
|
—
|
|
|
—
|
|
|
167
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
|
January 29, 2017
|
||||||
|
|
(In thousands)
|
||||||||||
Cash paid for income taxes
|
|
$
|
177,040
|
|
|
$
|
137,826
|
|
|
$
|
132,422
|
|
Interest paid
|
|
1,394
|
|
|
8
|
|
|
5,178
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
|
January 29, 2017
|
||||||
|
|
(In thousands)
|
||||||||||
Net revenue:
|
|
|
|
|
|
|
||||||
Company-operated stores
|
|
$
|
2,126,363
|
|
|
$
|
1,837,065
|
|
|
$
|
1,704,357
|
|
Direct to consumer
|
|
858,856
|
|
|
577,590
|
|
|
453,287
|
|
|||
Other
|
|
303,100
|
|
|
234,526
|
|
|
186,748
|
|
|||
|
|
$
|
3,288,319
|
|
|
$
|
2,649,181
|
|
|
$
|
2,344,392
|
|
Segmented income from operations:
|
|
|
|
|
|
|
||||||
Company-operated stores
|
|
$
|
575,536
|
|
|
$
|
464,321
|
|
|
$
|
415,635
|
|
Direct to consumer
|
|
354,107
|
|
|
224,076
|
|
|
179,995
|
|
|||
Other
|
|
62,558
|
|
|
35,580
|
|
|
22,312
|
|
|||
|
|
992,201
|
|
|
723,977
|
|
|
617,942
|
|
|||
General corporate expenses
|
|
286,365
|
|
|
220,753
|
|
|
196,790
|
|
|||
Restructuring and related costs
|
|
—
|
|
|
47,223
|
|
|
—
|
|
|||
Income from operations
|
|
705,836
|
|
|
456,001
|
|
|
421,152
|
|
|||
Other income (expense), net
|
|
9,414
|
|
|
3,997
|
|
|
1,577
|
|
|||
Income before income tax expense
|
|
$
|
715,250
|
|
|
$
|
459,998
|
|
|
$
|
422,729
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures:
|
|
|
|
|
|
|
||||||
Company-operated stores
|
|
$
|
129,155
|
|
|
$
|
80,240
|
|
|
$
|
75,304
|
|
Direct to consumer
|
|
6,420
|
|
|
19,928
|
|
|
11,461
|
|
|||
Corporate and other
|
|
90,232
|
|
|
57,696
|
|
|
62,746
|
|
|||
|
|
$
|
225,807
|
|
|
$
|
157,864
|
|
|
$
|
149,511
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
||||||
Company-operated stores
|
|
$
|
76,303
|
|
|
$
|
64,870
|
|
|
$
|
59,585
|
|
Direct to consumer
|
|
10,018
|
|
|
12,997
|
|
|
7,015
|
|
|||
Corporate and other
|
|
36,163
|
|
|
30,368
|
|
|
21,097
|
|
|||
|
|
$
|
122,484
|
|
|
$
|
108,235
|
|
|
$
|
87,697
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
February 3, 2019
|
|
January 28, 2018
|
|
January 29, 2017
|
||||||
|
|
(In thousands)
|
||||||||||
United States
|
|
$
|
2,363,374
|
|
|
$
|
1,911,763
|
|
|
$
|
1,726,076
|
|
Canada
|
|
565,105
|
|
|
491,779
|
|
|
447,167
|
|
|||
Outside of North America
|
|
359,840
|
|
|
245,639
|
|
|
171,149
|
|
|||
|
|
$
|
3,288,319
|
|
|
$
|
2,649,181
|
|
|
$
|
2,344,392
|
|
|
|
February 3, 2019
|
|
January 28, 2018
|
||||
|
|
(In thousands)
|
||||||
United States
|
|
$
|
217,874
|
|
|
$
|
161,699
|
|
Canada
|
|
303,061
|
|
|
271,441
|
|
||
Outside of North America
|
|
46,302
|
|
|
40,502
|
|
||
|
|
$
|
567,237
|
|
|
$
|
473,642
|
|
|
|
Fiscal 2018
|
|
Fiscal 2017
|
||||||||||||||||||||||||||||
|
|
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
|
|
$
|
1,167,458
|
|
|
$
|
747,655
|
|
|
$
|
723,500
|
|
|
$
|
649,706
|
|
|
$
|
928,802
|
|
|
$
|
619,018
|
|
|
$
|
581,054
|
|
|
$
|
520,307
|
|
Cost of goods sold
|
|
498,875
|
|
|
340,878
|
|
|
327,306
|
|
|
304,973
|
|
|
406,291
|
|
|
297,056
|
|
|
283,632
|
|
|
263,412
|
|
||||||||
Gross profit
|
|
668,583
|
|
|
406,777
|
|
|
396,194
|
|
|
344,733
|
|
|
522,511
|
|
|
321,962
|
|
|
297,422
|
|
|
256,895
|
|
||||||||
Selling, general and administrative expenses
|
|
337,163
|
|
|
270,874
|
|
|
261,986
|
|
|
240,428
|
|
|
264,232
|
|
|
215,367
|
|
|
225,524
|
|
|
199,141
|
|
||||||||
Asset impairment and restructuring costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,001
|
|
|
21,007
|
|
|
3,186
|
|
|
12,331
|
|
||||||||
Income from operations
|
|
331,420
|
|
|
135,903
|
|
|
134,208
|
|
|
104,305
|
|
|
256,278
|
|
|
85,588
|
|
|
68,712
|
|
|
45,423
|
|
||||||||
Other income (expense), net
|
|
2,861
|
|
|
2,044
|
|
|
1,591
|
|
|
2,918
|
|
|
1,226
|
|
|
1,052
|
|
|
812
|
|
|
907
|
|
||||||||
Income before income tax expense
|
|
334,281
|
|
|
137,947
|
|
|
135,799
|
|
|
107,223
|
|
|
257,504
|
|
|
86,640
|
|
|
69,524
|
|
|
46,330
|
|
||||||||
Income tax expense
|
|
115,816
|
|
|
43,534
|
|
|
40,029
|
|
|
32,070
|
|
|
137,743
|
|
|
27,696
|
|
|
20,813
|
|
|
15,084
|
|
||||||||
Net income
|
|
$
|
218,465
|
|
|
$
|
94,413
|
|
|
$
|
95,770
|
|
|
$
|
75,153
|
|
|
$
|
119,761
|
|
|
$
|
58,944
|
|
|
$
|
48,711
|
|
|
$
|
31,246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency translation adjustment
|
|
(5,346
|
)
|
|
(7,318
|
)
|
|
(18,249
|
)
|
|
(42,972
|
)
|
|
48,516
|
|
|
(31,018
|
)
|
|
72,854
|
|
|
(31,775
|
)
|
||||||||
Comprehensive income
|
|
$
|
213,119
|
|
|
$
|
87,095
|
|
|
$
|
77,521
|
|
|
$
|
32,181
|
|
|
$
|
168,277
|
|
|
$
|
27,926
|
|
|
$
|
121,565
|
|
|
$
|
(529
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per share
|
|
$
|
1.66
|
|
|
$
|
0.71
|
|
|
$
|
0.71
|
|
|
$
|
0.55
|
|
|
$
|
0.88
|
|
|
$
|
0.44
|
|
|
$
|
0.36
|
|
|
$
|
0.23
|
|
Diluted earnings per share
|
|
$
|
1.65
|
|
|
$
|
0.71
|
|
|
$
|
0.71
|
|
|
$
|
0.55
|
|
|
$
|
0.88
|
|
|
$
|
0.43
|
|
|
$
|
0.36
|
|
|
$
|
0.23
|
|
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
|
|
1,633,483
|
|
|
$
|
73.34
|
|
|
18,320,120
|
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,633,483
|
|
|
$
|
73.34
|
|
|
18,320,120
|
|
(1)
|
This amount represents the following: (a)
869,865
shares subject to outstanding options, (b)
279,697
shares subject to outstanding performance-based restricted stock units, (c)
440,020
shares subject to outstanding restricted stock units, and (d)
43,901
shares subject to outstanding restricted stock units that settle in cash or common stock at the election of the employee. 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)
13,514,997
shares of our common stock available for future issuance under our 2014 Equity Incentive Plan and (b)
4,805,123
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 January 29, 2017
|
|
$
|
(427
|
)
|
|
$
|
(5,168
|
)
|
|
$
|
5,260
|
|
|
$
|
(335
|
)
|
For the year ended January 28, 2018
|
|
(335
|
)
|
|
(8,656
|
)
|
|
8,681
|
|
|
(310
|
)
|
||||
For the year ended February 3, 2019
|
|
(310
|
)
|
|
(13,597
|
)
|
|
12,713
|
|
|
(1,194
|
)
|
||||
Obsolescence and Quality Provision on Finished Goods and Raw Materials
|
|
|
|
|
|
|
|
|
||||||||
For the year ended January 29, 2017
|
|
$
|
(5,156
|
)
|
|
$
|
(3,200
|
)
|
|
$
|
3,343
|
|
|
$
|
(5,013
|
)
|
For the year ended January 28, 2018
|
|
(5,013
|
)
|
|
(5,361
|
)
|
|
1,071
|
|
|
(9,303
|
)
|
||||
For the year ended February 3, 2019
|
|
(9,303
|
)
|
|
(2,453
|
)
|
|
4,204
|
|
|
(7,552
|
)
|
||||
Damage Provision on Finished Goods
|
|
|
|
|
|
|
|
|
||||||||
For the year ended January 29, 2017
|
|
$
|
(1,199
|
)
|
|
$
|
(13,915
|
)
|
|
$
|
12,806
|
|
|
$
|
(2,308
|
)
|
For the year ended January 28, 2018
|
|
(2,308
|
)
|
|
(18,503
|
)
|
|
15,291
|
|
|
(5,520
|
)
|
||||
For the year ended February 3, 2019
|
|
(5,520
|
)
|
|
(22,912
|
)
|
|
21,089
|
|
|
(7,343
|
)
|
||||
Sales Return Allowances
|
|
|
|
|
|
|
|
|
||||||||
For the year ended January 29, 2017
|
|
$
|
(4,459
|
)
|
|
$
|
(269
|
)
|
|
$
|
—
|
|
|
$
|
(4,728
|
)
|
For the year ended January 28, 2018
|
|
(4,728
|
)
|
|
(1,565
|
)
|
|
—
|
|
|
(6,293
|
)
|
||||
For the year ended February 3, 2019
|
|
(6,293
|
)
|
|
(5,025
|
)
|
|
—
|
|
|
(11,318
|
)
|
||||
Valuation Allowance on Deferred Income Taxes
|
|
|
|
|
|
|
|
|
||||||||
For the year ended January 29, 2017
|
|
$
|
(91
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(91
|
)
|
For the year ended January 28, 2018
|
|
(91
|
)
|
|
(1,752
|
)
|
|
—
|
|
|
(1,843
|
)
|
||||
For the year ended February 3, 2019
|
|
(1,843
|
)
|
|
(427
|
)
|
|
1,763
|
|
|
(507
|
)
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
No.
|
|
Exhibit Title
|
|
Filed
Herewith
|
|
Form
|
|
Exhibit No.
|
|
File No.
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
|
|
8-K
|
|
3.1
|
|
001-33608
|
|
8/8/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
8-K
|
|
3.1
|
|
001-33608
|
|
7/1/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.3
|
|
|
|
|
10-Q
|
|
3.1
|
|
001-33608
|
|
8/30/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.4
|
|
|
|
|
10-Q
|
|
3.1
|
|
001-33608
|
|
8/30/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.5
|
|
|
|
|
8-K
|
|
3.1
|
|
001-33608
|
|
6/5/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
|
|
|
S-1/A
|
|
4.1
|
|
001-33608
|
|
7/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1*
|
|
|
|
|
8-K
|
|
10.1
|
|
001-33608
|
|
6/13/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2*
|
|
|
|
|
10-Q
|
|
10.2
|
|
0001-33608
|
|
12/6/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3*
|
|
|
|
|
10-Q
|
|
10.1
|
|
001-33608
|
|
6/1/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4*
|
|
|
|
|
10-Q
|
|
10.2
|
|
001-33608
|
|
6/1/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5*
|
|
|
|
|
10-Q
|
|
10.3
|
|
001-33608
|
|
6/1/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6*
|
|
|
|
|
10-Q
|
|
10.12
|
|
001-33608
|
|
12/11/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7*
|
|
|
|
|
S-1
|
|
10.3
|
|
333-142477
|
|
5/1/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8
|
|
|
|
|
10-Q
|
|
10.2
|
|
001-33608
|
|
9/10/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.9
|
|
|
|
|
10-Q
|
|
10.5
|
|
001-33608
|
|
9/10/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10
|
|
|
|
|
10-Q
|
|
10.6
|
|
001-33608
|
|
9/10/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11
|
|
|
|
|
10-Q
|
|
10.7
|
|
001-33608
|
|
9/10/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
|
|
|
S-1/A
|
|
10.14
|
|
333-142477
|
|
7/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
|
|
|
S-1/A
|
|
10.16
|
|
333-142477
|
|
7/9/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
No.
|
|
Exhibit Title
|
|
Filed
Herewith
|
|
Form
|
|
Exhibit No.
|
|
File No.
|
|
Filing Date
|
10.14
|
|
|
|
|
10-K
|
|
10.12
|
|
001-33608
|
|
3/17/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15*
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16*
|
|
|
|
|
10-Q
|
|
10.3
|
|
001-33608
|
|
11/29/2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.17*
|
|
|
|
|
8-K
|
|
10.1
|
|
001-33608
|
|
2/5/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.18*
|
|
|
|
|
8-K
|
|
10.1
|
|
001-33608
|
|
1/7/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19*
|
|
|
|
|
10-K
|
|
10.19
|
|
001-33608
|
|
3/27/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.20*
|
|
|
|
|
10-Q
|
|
10.1
|
|
001-33608
|
|
8/31/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.21*
|
|
|
|
|
10-K
|
|
10.23
|
|
001-33608
|
|
3/29/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.22*
|
|
|
|
|
8-K
|
|
10.1
|
|
001-33608
|
|
7/24/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23*
|
|
|
|
|
10-Q
|
|
10.1
|
|
001-33608
|
|
5/31/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24*
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.25*
|
|
|
|
|
10-Q
|
|
10.1
|
|
001-33608
|
|
12/06/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.26
|
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8-K
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10.1
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001-33608
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12/21/2016
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10.27
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8-K
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10.1
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001-33608
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6/6/2018
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21.1
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X
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23.1
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X
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31.1
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X
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LULULEMON ATHLETICA INC.
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||
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By:
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/s/ CALVIN M
C
DONALD
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Calvin McDonald
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Chief Executive Officer
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(principal executive officer)
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Date:
|
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March 27, 2019
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Signature
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Title
|
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Date
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/s/ CALVIN M
C
DONALD
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Chief Executive Officer and Director
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March 27, 2019
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Calvin McDonald
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(principal executive officer)
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/s/ PATRICK J. GUIDO
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Chief Financial Officer
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March 27, 2019
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Patrick J. Guido
|
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(principal financial and accounting officer)
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/s/ GLENN MURPHY
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Director, Chairman of the Board
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March 27, 2019
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Glenn Murphy
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/s/ ROBERT BENSOUSSAN
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Director
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March 27, 2019
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Robert Bensoussan
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/s/ MICHAEL CASEY
|
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Director
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March 27, 2019
|
Michael Casey
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/s/ KATHRYN HENRY
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Director
|
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March 27, 2019
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Kathryn Henry
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/s/ JON MCNEILL
|
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Director
|
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March 27, 2019
|
Jon McNeill
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/s/ MARTHA A.M. MORFITT
|
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Director
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March 27, 2019
|
Martha A.M. Morfitt
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/s/ DAVID M. MUSSAFER
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Director
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March 27, 2019
|
David M. Mussafer
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/s/ TRICIA PATRICK
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Director
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March 27, 2019
|
Tricia Patrick
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/s/ EMILY WHITE
|
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Director
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March 27, 2019
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Emily White
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Incorporated by Reference
|
||||||
Exhibit
No.
|
|
Exhibit Title
|
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Filed
Herewith
|
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Form
|
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Exhibit No.
|
|
File No.
|
|
Filing Date
|
|
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|
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|
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|
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3.1
|
|
Amended and Restated Certificate of Incorporation of lululemon athletica inc.
|
|
|
|
8-K
|
|
3.1
|
|
001-33608
|
|
8/8/2007
|
|
|
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|
|
3.2
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of lululemon athletica inc.
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|
|
8-K
|
|
3.1
|
|
001-33608
|
|
7/1/2011
|
|
|
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|
|
|
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|
|
3.3
|
|
Certificate of Amendment to Certificate of Incorporation filed July 20, 2017
|
|
|
|
10-Q
|
|
3.1
|
|
001-33608
|
|
8/30/2018
|
|
|
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|
|
|
|
|
|
|
|
3.4
|
|
Certificate of Amendment to Certificate of Incorporation filed June 12, 2018
|
|
|
|
10-Q
|
|
3.1
|
|
001-33608
|
|
8/30/2018
|
|
|
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|
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|
|
3.5
|
|
Bylaws of lululemon athletica inc.
|
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|
|
8-K
|
|
3.1
|
|
001-33608
|
|
6/5/2015
|
|
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|
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4.1
|
|
Form of Specimen Stock Certificate of lululemon athletica inc.
|
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S-1/A
|
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4.1
|
|
001-33608
|
|
7/9/2007
|
|
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|
|
10.1*
|
|
lululemon athletica inc. 2014 Equity Incentive Plan
|
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|
|
8-K
|
|
10.1
|
|
001-33608
|
|
6/13/2014
|
|
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|
|
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|
|
10.2*
|
|
Form of Non-Qualified Stock Option Agreement (for outside directors)
|
|
|
|
10-Q
|
|
10.2
|
|
0001-33608
|
|
12/6/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3*
|
|
Form of Non-Qualified Stock Option Agreement (with clawback provision)
|
|
|
|
10-Q
|
|
10.1
|
|
001-33608
|
|
6/1/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4*
|
|
Form of Notice of Grant of Performance Shares and Performance Shares Agreement (with clawback provision)
|
|
|
|
10-Q
|
|
10.2
|
|
001-33608
|
|
6/1/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5*
|
|
Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (with clawback provision)
|
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|
10-Q
|
|
10.3
|
|
001-33608
|
|
6/1/2017
|
|
|
|
|
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|
|
|
|
|
|
|
|
10.6*
|
|
Form of Restricted Stock Award Agreement
|
|
|
|
10-Q
|
|
10.12
|
|
001-33608
|
|
12/11/2014
|
|
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|
|
|
|
|
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
|
|
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|
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|
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|
|
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|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
No.
|
|
Exhibit Title
|
|
Filed
Herewith
|
|
Form
|
|
Exhibit No.
|
|
File No.
|
|
Filing Date
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.17*
|
|
Separation Agreement and Release, effective as of February 2, 2018, between lululemon athletica inc. and Laurent Potdevin
|
|
|
|
8-K
|
|
10.1
|
|
001-33608
|
|
2/5/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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*
|
|
First Amendment to Executive Employment Agreement, effective as of October 21, 2015, between lululemon athletica inc. and Stuart C. Haselden
|
|
|
|
10-K
|
|
10.19
|
|
001-33608
|
|
3/27/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.20*
|
|
Second Amendment to Executive Employment Agreement, effective as of May 12, 2017, between lululemon athletica inc. and Stuart C. Haselden
|
|
|
|
10-Q
|
|
10.1
|
|
001-33608
|
|
8/31/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.21*
|
|
Executive Employment Agreement, effective as of December 5, 2016, between lululemon athletica canada inc. and Celeste Burgoyne
|
|
|
|
10-K
|
|
10.23
|
|
001-33608
|
|
3/29/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.22*
|
|
Executive Employment Agreement, effective as of August 20, 2018, between lululemon athletica canada inc. and Calvin McDonald
|
|
|
|
8-K
|
|
10.1
|
|
001-33608
|
|
7/24/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23*
|
|
Executive Employment Agreement, effective as of April 30, 2018, between lululemon athletica inc. and Patrick Guido
|
|
|
|
10-Q
|
|
10.1
|
|
001-33608
|
|
5/31/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24*
|
|
Amendment to Executive Employment Agreement, effective as of March 4, 2019, between lululemon athletica inc. and Patrick Guido
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.25*
|
|
Executive Employment Agreement, effective as of September 20, 2018, between lululemon athletica inc. and Michelle Choe
|
|
|
|
10-Q
|
|
10.1
|
|
001-33608
|
|
12/06/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.26
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.27
|
|
Amendment No. 1 to Credit Agreement, dated June 6, 2018, among lululemon athletica inc. and the other parties thereto
|
|
|
|
8-K
|
|
10.1
|
|
001-33608
|
|
6/6/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.1
|
|
Subsidiaries of lululemon athletica inc.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of principal 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Employee Director Compensation Plan
|
Annual Cash Retainer:
(1)
|
|
|
|
|
|
Board Member
|
|
$85,000
|
|
|
|
Additional Annual Retainers:
|
|
|
Non-Executive Chairman of the Board
|
|
$100,000
|
Lead Director
|
|
$50,000
|
Audit Committee Chair
|
|
$20,000
|
Audit Committee Member
|
|
$10,000
|
Compensation Committee Chair
|
|
$15,000
|
Compensation Committee Member
|
|
$7,500
|
Nominating Committee Chair
|
|
$10,000
|
Nominating Committee Member
|
|
$5,000
|
|
|
|
Annual Grant of Restricted Stock
(2)
|
|
$130,000
(3)
|
|
|
|
Expense Reimbursement –
for travel, lodging and other reasonable out-of-pocket expenses incurred in attending board and committee meetings.
|
|
|
|
|
|
(1)
|
The cash retainers will be paid in arrears, quarterly or semi-annually at the Company’s discretion. All amounts listed are in United States dollars.
|
(2)
|
Each share of restricted stock will be fully vested on the earlier of the first anniversary of the grant date and the Company's next annual meeting. Each non-employee director receives an initial restricted stock award in connection with the director’s election or appointment to the board. The initial awards are pro-rated for the partial year of service based on the date of election or appointment. Thereafter, on the date of each annual meeting of stockholders, each person who is either elected to the board at the annual meeting or continues to serve on the board upon the conclusion of the annual meeting will receive the restricted stock award.
|
(3)
|
The number of shares issued for restricted stock awards will equal the specified dollar value of the restricted stock award divided by the applicable per share ASC 718 charge as of the grant date as determined by the Company for financial reporting purposes.
|
|
(1)
|
This is the English equivalent name.
|
/s/ PricewaterhouseCoopers LLP
|
Chartered Professional Accountants
|
Vancouver, British Columbia
|
|
By:
|
|
/s/ CALVIN M
C
DONALD
|
|
|
|
Calvin McDonald
|
|
|
|
Chief Executive Officer
|
|
|
|
(principal executive officer)
|
|
By:
|
|
/s/ PATRICK J. GUIDO
|
|
|
|
Patrick J. Guido
|
|
|
|
Chief Financial Officer
|
|
|
|
(principal financial and accounting officer)
|
|
/s/ CALVIN M
C
DONALD
|
|
Calvin McDonald
|
|
Chief Executive Officer
|
|
(principal executive officer)
|
|
/s/ PATRICK J. GUIDO
|
|
Patrick J. Guido
|
|
Chief Financial Officer
|
|
(principal financial and accounting officer)
|