filings.toolsItem 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(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 28, 2018 | $ | (335 | ) | $ | (8,656 | ) | $ | 8,681 | $ | (310 | ) | |||||
| For the year ended February 3, 2019 | (310 | ) | (13,597 | ) | 12,713 | (1,194 | ) | |||||||||
| For the year ended February 2, 2020 | (1,194 | ) | (12,593 | ) | 11,712 | (2,075 | ) | |||||||||
| Obsolescence and Quality Provision on Finished Goods and Raw Materials | ||||||||||||||||
| 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 | ) | |||||||||
| For the year ended February 2, 2020 | (7,552 | ) | (5,363 | ) | 2,533 | (10,382 | ) | |||||||||
| Damage Provision on Finished Goods | ||||||||||||||||
| 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 | ) | |||||||||
| For the year ended February 2, 2020 | (7,343 | ) | (28,313 | ) | 26,047 | (9,609 | ) | |||||||||
| Sales Return Allowances | ||||||||||||||||
| 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 | ) | |||||||||
| For the year ended February 2, 2020 | (11,318 | ) | (1,579 | ) | — | (12,897 | ) | |||||||||
| Valuation Allowance on Deferred Income Taxes | ||||||||||||||||
| 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 | ) | |||||||||
| For the year ended February 2, 2020 | (507 | ) | (5,148 | ) | — | (5,655 | ) |
l3. Exhibits
Exhibit Index
| Incorporated by Reference | ||||||||||||
| Exhibit No. | Exhibit Title | Filed Herewith | Form | Exhibit No. | File No. | Filing Date | ||||||
| 101 | The following financial statements from the Company's 10-K for the fiscal year ended February 2, 2020, formatted in iXBRL: (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 | X | ||||||||||
| * | Denotes a compensatory plan, contract or arrangement, in which our directors or executive officers may participate. | |||||||||||
| ** | Furnished herewith. |
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/ CALVIN MCDONALD | ||
| Calvin McDonald | |||
| Chief Executive Officer | |||
| (principal executive officer) | |||
| Date: | March 26, 2020 |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Calvin McDonald and Patrick J. Guido 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/ CALVIN MCDONALD | Chief Executive Officer and Director | March 26, 2020 | ||
| Calvin McDonald | (principal executive officer) | |||
| /s/ PATRICK J. GUIDO | Chief Financial Officer | March 26, 2020 | ||
| Patrick J. Guido | (principal financial and accounting officer) | |||
| /s/ GLENN MURPHY | Director, Chairman of the Board | March 26, 2020 | ||
| Glenn Murphy | ||||
| /s/ MICHAEL CASEY | Director | March 26, 2020 | ||
| Michael Casey | ||||
| /s/ STEPHANIE FERRIS | Director | March 26, 2020 | ||
| Stephanie Ferris | ||||
| /s/ TRICIA GLYNN | Director | March 26, 2020 | ||
| Tricia Glynn | ||||
| /s/ KATHRYN HENRY | Director | March 26, 2020 | ||
| Kathryn Henry | ||||
| /s/ JON MCNEILL | Director | March 26, 2020 | ||
| Jon McNeill | ||||
| /s/ MARTHA A.M. MORFITT | Director | March 26, 2020 | ||
| Martha A.M. Morfitt | ||||
| /s/ DAVID M. MUSSAFER | Director | March 26, 2020 | ||
| David M. Mussafer | ||||
| /s/ EMILY WHITE | Director | March 26, 2020 | ||
| Emily White |
Exhibit Index
| Incorporated by Reference | ||||||||||||
| Exhibit No. | Exhibit Title | Filed Herewith | Form | Exhibit No. | File No. | Filing Date | ||||||
| 3.1 | Amended and Restated Certificate of Incorporation of lululemon athletica inc. | 8-K | 3.1 | 001-33608 | 8/8/2007 | |||||||
| 3.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of lululemon athletica inc. | 8-K | 3.1 | 001-33608 | 7/1/2011 | |||||||
| 3.3 | Certificate of Amendment to Certificate of Incorporation filed July 20, 2017 | 10-Q | 3.1 | 001-33608 | 8/30/2018 | |||||||
| 3.4 | Certificate of Amendment to Certificate of Incorporation filed June 12, 2018 | 10-Q | 3.1 | 001-33608 | 8/30/2018 | |||||||
| 3.5 | Bylaws of lululemon athletica inc. | 8-K | 3.1 | 001-33608 | 6/5/2015 | |||||||
| 4.1 | Form of Specimen Stock Certificate of lululemon athletica inc. | S-3 | 4.1 | 333-185899 | 1/7/2013 | |||||||
| 4.2 | Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 | X | ||||||||||
| 10.1* | lululemon athletica inc. 2014 Equity Incentive Plan | 8-K | 10.1 | 001-33608 | 6/13/2014 | |||||||
| 10.2* | Form of Non-Qualified Stock Option Agreement (for outside directors) | 10-Q | 10.2 | 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) | 10-Q | 10.3 | 001-33608 | 6/1/2017 | |||||||
| 10.6* | Form of Restricted Stock Award Agreement | 10-Q | 10.12 | 001-33608 | 12/11/2014 | |||||||
| 10.7* | Amended and Restated LIPO Investments (USA), Inc. Option Plan and form of Award Agreement | S-1 | 10.3 | 333-142477 | 5/1/2007 | |||||||
| 10.8 | Second Amended and Restated Registration Rights Agreement dated June 18, 2015 between lululemon athletica inc. and the parties named therein | 10-Q | 10.2 | 001-33608 | 9/10/2015 | |||||||
| 10.9 | Exchange Trust Agreement dated July 26, 2007 between lululemon athletica inc., Lulu Canadian Holding, Inc. and Computershare Trust Company of Canada | 10-Q | 10.5 | 001-33608 | 9/10/2007 | |||||||
| 10.10 | Exchangeable Share Support Agreement dated July 26, 2007 between lululemon athletica inc., Lululemon Callco ULC and Lulu Canadian Holding, Inc. | 10-Q | 10.6 | 001-33608 | 9/10/2007 | |||||||
| 10.11 | Amended and Restated Declaration of Trust for Forfeitable Exchangeable Shares dated July 26, 2007, by and among the parties named therein | 10-Q | 10.7 | 001-33608 | 9/10/2007 | |||||||
| 10.12 | Amended and Restated Arrangement Agreement dated as of June 18, 2007, by and among the parties named therein (including Plan of Arrangement and Exchangeable Share Provisions) | S-1/A | 10.14 | 333-142477 | 7/9/2007 | |||||||
| Incorporated by Reference | ||||||||||||
| Exhibit No. | Exhibit Title | Filed Herewith | Form | Exhibit No. | File No. | Filing Date | ||||||
| 10.13 | Form of Indemnification Agreement between lululemon athletica inc. and its directors and certain officers | S-1/A | 10.16 | 333-142477 | 7/9/2007 | |||||||
| 10.14 | Purchase and Sale Agreement between 2725312 Canada Inc and lululemon athletica inc., dated December 22, 2010 | 10-K | 10.12 | 001-33608 | 3/17/2011 | |||||||
| 10.15* | Outside Director Compensation Plan | 10-Q | 10.1 | 001-33608 | 12/11/2019 | |||||||
| 10.16* | lululemon athletica inc. Employee Share Purchase Plan | 10-Q | 10.3 | 001-33608 | 11/29/2007 | |||||||
| 10.18* | 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 | |||||||
| 10.19* | 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 | |||||||
| 10.20* | 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 | |||||||
| 10.21* | Amendment to Executive Employment Agreement, effective as of March 4, 2019, between lululemon athletica inc. and Patrick Guido | 10-K | 10.24 | 001-33608 | 3/27/2019 | |||||||
| 10.22* | 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 | |||||||
| 10.23* | Executive Employment Agreement, effective as of January 20, 2020, between lululemon athletica inc. and Nicole Neuburger | X | ||||||||||
| 10.24 | Credit Agreement, dated as of December 15, 2016, among lululemon athletica inc., lululemon athletica canada inc., Lulu Canadian Holding, Inc. and lululemon usa inc., as borrowers, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, HSBC Bank Canada, as syndication agent and letter of credit issuer, and each other lender party thereto. | 8-K | 10.1 | 001-33608 | 12/21/2016 | |||||||
| 10.25 | 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. | 10-K | 21.1 | 001-33608 | 3/27/2019 | |||||||
| 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 | ||||||||||
| 31.2 | Certification of principal financial and accounting 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 principal executive officer and principal financial and accounting officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||||||
| Incorporated by Reference | ||||||||||||
| Exhibit No. | Exhibit Title | Filed Herewith | Form | Exhibit No. | File No. | Filing Date | ||||||
| 101 | The following financial statements from the Company's 10-K for the fiscal year ended February 2, 2020, formatted in iXBRL: (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 | X | ||||||||||
| * | Denotes a compensatory plan, contract or arrangement, in which our directors or executive officers may participate. | |||||||||||
| ** | Furnished herewith. |
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