filings.toolsItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
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(a) Documents filed as part of this report:
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Financial Statements. The financial statements as set forth under Item 8 of this Annual Report on Form 10-K are incorporated herein.
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Financial Statement Schedule.
Schedule II
Valuation and Qualifying Accounts
| 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 30, 2011 | $ | (1,313 | ) | (2,881 | ) | 2,751 | (1,443 | ) | ||||||||
| For the year ended January 29, 2012 | (1,443 | ) | (1,752 | ) | 2,069 | (1,126 | ) | |||||||||
| For the year ended February 3, 2013 | (1,126 | ) | (2,823 | ) | 2,949 | (1,000 | ) | |||||||||
| Slow Moving and Obsolescence Provision on Finished Goods and Raw Materials | ||||||||||||||||
| For the year ended January 30, 2011 | $ | (961 | ) | (284 | ) | 107 | (1,138 | ) | ||||||||
| For the year ended January 29, 2012 | (1,138 | ) | (2,212 | ) | 864 | (2,486 | ) | |||||||||
| For the year ended February 3, 2013 | (2,486 | ) | (7,232 | ) | 2,868 | (6,850 | ) | |||||||||
| Damage Provision on Finished Goods | ||||||||||||||||
| For the year ended January 30, 2011 | $ | (298 | ) | (1,610 | ) | 907 | (1,001 | ) | ||||||||
| For the year ended January 29, 2012 | (1,001 | ) | (1,551 | ) | 2,269 | (283 | ) | |||||||||
| For the year ended February 3, 2013 | (283 | ) | (3,727 | ) | 3,491 | (519 | ) | |||||||||
| Sales Allowances | ||||||||||||||||
| For the year ended January 30, 2011 | $ | 307 | 215 | — | 522 | |||||||||||
| For the year ended January 29, 2012 | 522 | 392 | — | 914 | ||||||||||||
| For the year ended February 3, 2013 | 914 | 914 | — | 1,828 | ||||||||||||
| Valuation Allowance on Deferred Income Taxes | ||||||||||||||||
| For the year ended January 30, 2011 | $ | (100 | ) | 2 | — | (98 | ) | |||||||||
| For the year ended January 29, 2012 | (98 | ) | 7 | — | (91 | ) | ||||||||||
| For the year ended February 3, 2013 | (91 | ) | — | — | (91 | ) |
Table of Contents
- Exhibits
Exhibit Index
| Incorporated by Reference | ||||||||||||||||||||
| Exhibit No. | Exhibit Title | Filed Herewith | Form | Exhibit No. | File No. | Filing Date | ||||||||||||||
| 3.1 | Third Amended and Restated Certificate of Incorporation of lululemon athletica inc. | 8-K | 3.1 | 001-33608 | 3/31/2009 | |||||||||||||||
| 3.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of lululemon athletica inc. | 8-K | 3.1 | 001-33608 | 7/01/2011 | |||||||||||||||
| 3.3 | Amended and Restated Bylaws of lululemon athletica inc. | 10-Q | 3.2 | 001-33608 | 9/10/2007 | |||||||||||||||
| 3.4 | Second Amended and Restated Bylaws of lululemon athletica inc. | 8-K | 3.1 | 001-33608 | 4/2/2008 | |||||||||||||||
| 3.5 | Third Amended and Restated Bylaws of lululemon athletica inc. | 8-K | 3.1 | 001-33608 | 03/31/2009 | |||||||||||||||
| 4.1 | Form of Specimen Stock Certificate of lululemon athletica inc. | S-1/A | 4.1 | 001-33608 | 7/9/2007 | |||||||||||||||
| 10.1* | lululemon athletica inc. 2007 Equity Incentive Plan | S-8 | 4.1 | 001-33608 | 8/15/2007 | |||||||||||||||
| 10.2* | Form of Non-Qualified Stock Option Agreement (standard) | 10-Q | 10.1 | 001-33608 | 12/6/2012 | |||||||||||||||
| 10.3* | Form of Non-Qualified Stock Option Agreement (for outside directors) | 10-Q | 10.2 | 001-33608 | 12/6/2012 | |||||||||||||||
| 10.4* | Form of Non-Qualified Stock Option Agreement (with clawback provision) | 10-Q | 10.3 | 001-33608 | 12/6/2012 | |||||||||||||||
| 10.5* | Form of Notice of Grant of Performance Shares and Performance Shares Agreement | 10-Q | 10.4 | 001-33608 | 12/6/2012 | |||||||||||||||
| 10.6* | Form of Notice of Grant of Performance Shares and Performance Shares Agreement (with clawback provision) | 10-Q | 10.5 | 001-33608 | 12/6/2012 | |||||||||||||||
| 10.7* | Amended and Restated LIPO Investments (USA), Inc. Option Plan and form of Award Agreement | S-1 | 10.3 | 333-142477 | 5/1/2007 | |||||||||||||||
| 10.8 | Amended and Restated Registration Rights Agreement dated July 26, 2007 between lululemon athletica inc. and the parties named therein | 10-Q | 10.4 | 001-33608 | 9/10/2007 | |||||||||||||||
| 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 |
Table of Contents
| Incorporated by Reference | ||||||||||||||||||||||
| Exhibit No. | Exhibit Title | Filed Herewith | Form | Exhibit No. | File No. | Filing Date | ||||||||||||||||
| 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 | Credit Facility between lululemon canada inc. and Royal Bank of Canada dated as of April 11, 2007 | S-1 | 10.15 | 333-142477 | 5/1/2007 | |||||||||||||||||
| 10.14 | Form of Indemnification Agreement between lululemon athletica inc. and its directors and certain officers | S-1/A | 10.16 | 333-142477 | 7/9/2007 | |||||||||||||||||
| 10.15 | 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 | |||||||||||||||||
| 10.16* | Outside Director Compensation Plan | X | ||||||||||||||||||||
| 10.17* | lululemon athletica inc. Employee Share Purchase Plan | 10-Q | 10.3 | 001-33608 | 11/29/2007 | |||||||||||||||||
| 10.18* | Executive Employment Agreement with Christine M. Day, dated effective as of August 1, 2008 | 8-K | 10.1 | 001-33608 | 7/30/2008 | |||||||||||||||||
| 10.19* | Executive Bonus Plan of lululemon athletica inc. | 8-K | 10.1 | 001-33608 | 3/19/2013 | |||||||||||||||||
| 10.20* | Amended Executive Employment Agreement, effective as of October 29, 2012 between lululemon athletica canada inc. and John E. Currie | X | ||||||||||||||||||||
| 10.21* | Executive Employment Agreement, effective as of March 24, 2010 between lululemon athletica canada inc. and Delaney Schweitzer | 10-K | 10.23 | 001-33608 | 3/25/2010 | |||||||||||||||||
| 10.22* | Executive Employment Agreement, effective as of March 24, 2010 between lululemon athletica canada inc. and Sheree Waterson | 10-K | 10.24 | 001-33608 | 3/25/2010 |
Table of Contents
| Incorporated by Reference | ||||||||||||||
| Exhibit No. | Exhibit Title | Filed Herewith | Form | Exhibit No. | File No. | Filing Date | ||||||||
| 21.1 | Subsidiaries of lululemon athletica inc. | X | ||||||||||||
| 23.1 | Consent of PricewaterhouseCoopers LLP | X | ||||||||||||
| 31.1 | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||||
| 31.2 | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||||
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||||
| 101** | The following financial statements from the Company’s 10-K for the fiscal year ended February 3, 2013, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Consolidated Financial Statements |
| * | Denotes a compensatory plan, contract or arrangement, in which our directors or executive officers may participate. |
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| ** | Furnished herewith. |
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Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LULULEMON ATHLETICA INC. | ||
| By: | /s/ CHRISTINE M. DAY | |
| Christine M. Day | ||
| Chief Executive Officer (Principal Executive Officer) |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christine M. Day and John E. Currie and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their and his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Signature | Title | Date | ||
| /s/ CHRISTINE M. DAY Christine M. Day | Director and Chief Executive Officer (Principal Executive Officer) | March 20, 2013 | ||
| /s/ JOHN E. CURRIE John E. Currie | Chief Financial Officer (Principal Financial and Accounting Officer) | March 20, 2013 | ||
| /s/ DENNIS J. WILSON Dennis J. Wilson | Chairman of the Board | March 20, 2013 | ||
| /s/ ROBERT BENSOUSSAN Robert Bensoussan | Director | March 20, 2013 | ||
| /s/ MICHAEL CASEY Michael Casey | Director | March 20, 2013 | ||
| /s/ ROANN COSTIN RoAnn Costin | Director | March 20, 2013 | ||
| /s/ WILLIAM H. GLENN William H. Glenn | Director | March 20, 2013 | ||
| /s/ MARTHA A.M. MORFITT Martha A.M. Morfitt | Director | March 20, 2013 | ||
| /s/ RHODA M. PITCHER Rhoda M. Pitcher | Director | March 20, 2013 | ||
| /s/ THOMAS G. STEMBERG Thomas G. Stemberg | Director | March 20, 2013 | ||
| /s/ JERRY STRITZKE Jerry Stritzke | Director | March 20, 2013 | ||
| /s/ EMILY WHITE Emily White | Director | March 20, 2013 |
Table of Contents
Exhibit Index
| Incorporated by Reference | ||||||||||||||||||||
| Exhibit No. | Exhibit Title | Filed Herewith | Form | Exhibit No. | File No. | Filing Date | ||||||||||||||
| 3.1 | Third Amended and Restated Certificate of Incorporation of lululemon athletica inc. | 8-K | 3.1 | 001-33608 | 3/31/2009 | |||||||||||||||
| 3.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of lululemon athletica inc. | 8-K | 3.1 | 001-33608 | 7/01/2011 | |||||||||||||||
| 3.3 | Amended and Restated Bylaws of lululemon athletica inc. | 10-Q | 3.2 | 001-33608 | 9/10/2007 | |||||||||||||||
| 3.4 | Second Amended and Restated Bylaws of lululemon athletica inc. | 8-K | 3.1 | 001-33608 | 4/2/2008 | |||||||||||||||
| 3.5 | Third Amended and Restated Bylaws of lululemon athletica inc. | 8-K | 3.1 | 001-33608 | 03/31/2009 | |||||||||||||||
| 4.1 | Form of Specimen Stock Certificate of lululemon athletica inc. | S-1/A | 4.1 | 001-33608 | 7/9/2007 | |||||||||||||||
| 10.1* | lululemon athletica inc. 2007 Equity Incentive Plan | S-8 | 4.1 | 001-33608 | 8/15/2007 | |||||||||||||||
| 10.2* | Form of Non-Qualified Stock Option Agreement (standard) | 10-Q | 10.1 | 001-33608 | 12/6/2012 | |||||||||||||||
| 10.3* | Form of Non-Qualified Stock Option Agreement (for outside directors) | 10-Q | 10.2 | 001-33608 | 12/6/2012 | |||||||||||||||
| 10.4* | Form of Non-Qualified Stock Option Agreement (with clawback provision) | 10-Q | 10.3 | 001-33608 | 12/6/2012 | |||||||||||||||
| 10.5* | Form of Notice of Grant of Performance Shares and Performance Shares Agreement | 10-Q | 10.4 | 001-33608 | 12/6/2012 | |||||||||||||||
| 10.6* | Form of Notice of Grant of Performance Shares and Performance Shares Agreement (with clawback provision) | 10-Q | 10.5 | 001-33608 | 12/6/2012 | |||||||||||||||
| 10.7* | Amended and Restated LIPO Investments (USA), Inc. Option Plan and form of Award Agreement | S-1 | 10.3 | 333-142477 | 5/1/2007 | |||||||||||||||
| 10.8 | Amended and Restated Registration Rights Agreement dated July 26, 2007 between lululemon athletica inc. and the parties named therein | 10-Q | 10.4 | 001-33608 | 9/10/2007 | |||||||||||||||
| 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 |
Table of Contents
| Incorporated by Reference | ||||||||||||||||||||||
| Exhibit No. | Exhibit Title | Filed Herewith | Form | Exhibit No. | File No. | Filing Date | ||||||||||||||||
| 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 | Credit Facility between lululemon canada inc. and Royal Bank of Canada dated as of April 11, 2007 | S-1 | 10.15 | 333-142477 | 5/1/2007 | |||||||||||||||||
| 10.14 | Form of Indemnification Agreement between lululemon athletica inc. and its directors and certain officers | S-1/A | 10.16 | 333-142477 | 7/9/2007 | |||||||||||||||||
| 10.15 | 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 | |||||||||||||||||
| 10.16* | Outside Director Compensation Plan | X | ||||||||||||||||||||
| 10.17* | lululemon athletica inc. Employee Share Purchase Plan | 10-Q | 10.3 | 001-33608 | 11/29/2007 | |||||||||||||||||
| 10.18* | Executive Employment Agreement with Christine M. Day, dated effective as of August 1, 2008 | 8-K | 10.1 | 001-33608 | 7/30/2008 | |||||||||||||||||
| 10.19* | Executive Bonus Plan of lululemon athletica inc. | 8-K | 10.1 | 001-33608 | 3/19/2013 | |||||||||||||||||
| 10.20* | Amended Executive Employment Agreement, effective as of October 29, 2012 between lululemon athletica canada inc. and John E. Currie | X | ||||||||||||||||||||
| 10.21* | Executive Employment Agreement, effective as of March 24, 2010 between lululemon athletica canada inc. and Delaney Schweitzer | 10-K | 10.23 | 001-33608 | 3/25/2010 | |||||||||||||||||
| 10.22* | Executive Employment Agreement, effective as of March 24, 2010 between lululemon athletica canada inc. and Sheree Waterson | 10-K | 10.24 | 001-33608 | 3/25/2010 |
Table of Contents
| Incorporated by Reference | ||||||||||||||
| Exhibit No. | Exhibit Title | Filed Herewith | Form | Exhibit No. | File No. | Filing Date | ||||||||
| 21.1 | Subsidiaries of lululemon athletica inc. | X | ||||||||||||
| 23.1 | Consent of PricewaterhouseCoopers LLP | X | ||||||||||||
| 31.1 | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||||
| 31.2 | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||||
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||||||
| 101** | The following financial statements from the Company’s 10-K for the fiscal year ended February 3, 2013, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Consolidated Financial Statements |
| * | Denotes a compensatory plan, contract or arrangement, in which our directors or executive officers may participate. |
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| ** | Furnished herewith. |
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