lululemon athletica, inc.
lululemon athletica inc. (Form: 10-Q, Received: 09/01/2016 16:16:27)
Table of Contents


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2016
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 001-33608
 
lululemon athletica inc.
(Exact name of registrant as specified in its charter)
 
Delaware
20-3842867
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
 
1818 Cornwall Avenue
Vancouver, British Columbia
V6J 1C7
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
604-732-6124
Former name, former address and former fiscal year, if changed since last report:
N/A
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (of for such shorter period that the registrant was required to submit and post such files).    Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
þ
Accelerated filer
 
o
Non-accelerated filer
o  (Do not check if a smaller reporting company)
Smaller reporting company
 
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o No þ
At August 29, 2016 , there were 127,262,705 shares of the registrant's common stock, par value $0.005 per share, outstanding.
Exchangeable and Special Voting Shares:
At August 29, 2016 , there were outstanding 9,784,239 exchangeable shares of Lulu Canadian Holding, Inc., a wholly-owned subsidiary of the registrant. Exchangeable shares are exchangeable for an equal number of shares of the registrant's common stock.
In addition, at August 29, 2016 , the registrant had outstanding 9,784,239 shares of special voting stock, through which the holders of exchangeable shares of Lulu Canadian Holding, Inc. may exercise their voting rights with respect to the registrant. The special voting stock and the registrant's common stock generally vote together as a single class on all matters on which the common stock is entitled to vote.
 


Table of Contents


TABLE OF CONTENTS
 
 
 
Page
 
 
 
Item 1.
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 6.
 
 

2

Table of Contents


PART I
FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
lululemon athletica inc.
CONSOLIDATED BALANCE SHEETS
(Unaudited; Amounts in thousands, except per share amounts)
 
 
July 31,
2016
 
January 31,
2016
ASSETS
Current assets
 
 
 
 
Cash and cash equivalents
 
$
535,350

 
$
501,482

Accounts receivable
 
10,196

 
13,108

Inventories
 
277,279

 
284,009

Prepaid and receivable income taxes
 
98,678

 
91,453

Other prepaid expenses and other current assets
 
41,180

 
26,987

 
 
962,683

 
917,039

Property and equipment, net
 
395,010

 
349,605

Goodwill and intangible assets, net
 
24,897

 
24,777

Deferred income tax assets
 
12,696

 
11,802

Other non-current assets
 
20,215

 
10,854

 
 
$
1,415,501

 
$
1,314,077

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
Current liabilities
 
 
 
 
Accounts payable
 
$
8,295

 
$
10,381

Accrued inventory liabilities
 
19,287

 
25,451

Accrued compensation and related expenses
 
39,495

 
43,524

Income taxes payable
 
33,592

 
37,736

Unredeemed gift card liability
 
46,181

 
57,736

Other accrued liabilities
 
50,588

 
50,676

 
 
197,438

 
225,504

Deferred income tax liabilities
 
11,198

 
10,759

Other non-current liabilities
 
50,663

 
50,332

 
 
259,299

 
286,595

Stockholders' equity
 
 
 
 
Undesignated preferred stock, $0.01 par value: 5,000 shares authorized; none issued and outstanding
 

 

Exchangeable stock, no par value: 60,000 shares authorized; 9,784 and 9,804 issued and outstanding
 

 

Special voting stock, $0.000005 par value: 60,000 shares authorized; 9,784 and 9,804 issued and outstanding
 

 

Common stock, $0.005 par value: 400,000 shares authorized; 127,258 and 127,482 issued and outstanding
 
636

 
637

Additional paid-in capital
 
257,710

 
245,533

Retained earnings
 
1,090,549

 
1,019,515

Accumulated other comprehensive loss
 
(192,693
)
 
(238,203
)
 
 
1,156,202

 
1,027,482

 
 
$
1,415,501

 
$
1,314,077

See accompanying notes to the unaudited interim consolidated financial statements

3

Table of Contents


lululemon athletica inc.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited; Amounts in thousands, except per share amounts)
 
 
Thirteen Weeks Ended 
 July 31, 2016
 
Thirteen Weeks Ended 
 August 2, 2015
 
Twenty-Six Weeks Ended 
 July 31, 2016
 
Twenty-Six Weeks Ended 
 August 2, 2015
Net revenue
 
$
514,520

 
$
453,010

 
$
1,010,036

 
$
876,554

Cost of goods sold
 
260,359

 
240,985

 
516,744

 
458,652

Gross profit
 
254,161

 
212,025

 
493,292

 
417,902

Selling, general and administrative expenses
 
180,202

 
145,446

 
361,744

 
283,287

Income from operations
 
73,959

 
66,579

 
131,548

 
134,615

Other income (expense), net
 
578

 
842

 
92

 
1,371

Income before income tax expense
 
74,537

 
67,421

 
131,640

 
135,986

Income tax expense
 
20,912

 
19,753

 
32,679

 
40,508

Net income
 
$
53,625

 
$
47,668

 
$
98,961

 
$
95,478

 
 
 
 
 
 
 
 
 
Other comprehensive (loss) income:
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
 
(28,052
)
 
(39,368
)
 
45,510

 
(16,762
)
Comprehensive income
 
$
25,573

 
$
8,300

 
$
144,471

 
$
78,716

 
 
 
 
 
 
 
 
 
Basic earnings per share
 
$
0.39

 
$
0.34

 
$
0.72

 
$
0.67

Diluted earnings per share
 
$
0.39

 
$
0.34

 
$
0.72

 
$
0.67

Basic weighted-average number of shares outstanding
 
136,987

 
141,372

 
137,071

 
141,656

Diluted weighted-average number of shares outstanding
 
137,229

 
141,644

 
137,309

 
141,977

See accompanying notes to the unaudited interim consolidated financial statements
 

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lululemon athletica inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited; Amounts in thousands)
 
 
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
 
 
 
 
 
 
 
 
 
 
 
 
 
98,961

 
 
 
98,961

Foreign currency translation adjustment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
45,510

 
45,510

Common stock issued upon exchange of exchangeable shares
 
(20
)
 
(20
)
 

 
20

 

 

 
 
 
 
 

Stock-based compensation expense
 
 
 
 
 
 
 
 
 
 
 
8,126

 
 
 
 
 
8,126

Tax benefits from stock-based compensation
 
 
 
 
 
 
 
 
 
 
 
1,205

 
 
 
 
 
1,205

Common stock issued upon settlement of stock-based compensation
 
 
 
 
 
 
 
224

 
1

 
5,078

 
 
 
 
 
5,079

Shares withheld related to net share settlement of stock-based compensation
 
 
 
 
 
 
 
(25
)
 

 
(1,605
)
 
 
 
 
 
(1,605
)
Repurchase of common stock
 
 
 
 
 
 
 
(443
)
 
(2
)
 
(627
)
 
(27,927
)
 
 
 
(28,556
)
Balance at July 31, 2016
 
9,784

 
9,784

 
$

 
127,258

 
$
636

 
$
257,710

 
$
1,090,549

 
$
(192,693
)
 
$
1,156,202

See accompanying notes to the unaudited interim consolidated financial statements

5

Table of Contents


lululemon athletica inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; Amounts in thousands)
 
 
Twenty-Six Weeks Ended 
 July 31, 2016
 
Twenty-Six Weeks Ended 
 August 2, 2015
Cash flows from operating activities
 
 
 
 
Net income
 
$
98,961

 
$
95,478

Items not affecting cash
 
 
 
 
Depreciation and amortization
 
39,683

 
32,791

Stock-based compensation expense
 
8,126

 
6,021

Tax benefits from stock-based compensation
 
(1,205
)
 
(649
)
Changes in operating assets and liabilities
 
 
 
 
Inventories
 
16,947

 
(74,010
)
Prepaid and receivable income taxes
 
(6,020
)
 
(13,614
)
Other prepaid expenses and other current assets
 
(9,595
)
 
(5,434
)
Accounts payable
 
(2,512
)
 
(1,809
)
Accrued inventory liabilities
 
(8,432
)
 
13,666

Accrued compensation and related expenses
 
(5,967
)
 
3,394

Income taxes payable
 
(6,948
)
 
(18,463
)
Unredeemed gift card liability
 
(12,679
)
 
(9,983
)
Other accrued liabilities
 
(1,060
)
 
2,828

Other non-current assets and liabilities
 
(9,311
)
 
1,945

Net cash provided by operating activities
 
99,988

 
32,161

Cash flows from investing activities
 
 
 
 
Purchase of property and equipment
 
(71,261
)
 
(65,118
)
Net cash used in investing activities
 
(71,261
)
 
(65,118
)
Cash flows from financing activities
 
 
 
 
Proceeds from settlement of stock-based compensation
 
5,079

 
4,121

Tax benefits from stock-based compensation
 
1,205

 
649

Taxes paid related to net share settlement of stock-based compensation
 
(1,605
)
 
(1,464
)
Repurchase of common stock
 
(28,556
)
 
(81,998
)
Registration fees associated with prospectus supplement
 

 
(145
)
Net cash used in financing activities
 
(23,877
)
 
(78,837
)
Effect of exchange rate changes on cash and cash equivalents
 
29,018

 
(11,423
)
Increase (decrease) in cash and cash equivalents
 
33,868

 
(123,217
)
Cash and cash equivalents, beginning of period
 
$
501,482

 
$
664,479

Cash and cash equivalents, end of period
 
$
535,350

 
$
541,262

See accompanying notes to the unaudited interim consolidated financial statements


6

Table of Contents


lululemon athletica inc.
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL
STATEMENTS
NOTE 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Nature of operations
lululemon athletica inc., a Delaware corporation ("lululemon" and, together with its subsidiaries unless the context otherwise requires, the "Company") is engaged in the design, distribution, and retail of healthy lifestyle inspired athletic apparel, which is sold through a chain of company-operated stores, direct to consumer through e-commerce, outlets, showrooms, sales to wholesale accounts, warehouse sales, temporary locations, and through a license and supply arrangement. The Company operates stores in the United States, Canada, Australia, the United Kingdom, New Zealand, Singapore, Hong Kong, Germany, Puerto Rico, South Korea, and Switzerland. There were a total of 379 and 363 company-operated stores in operation as of July 31, 2016 and January 31, 2016 , respectively.
Basis of presentation
The unaudited interim consolidated financial statements as of July 31, 2016 and for the thirteen and twenty-six weeks ended July 31, 2016 and August 2, 2015 are presented in United States dollars and have been prepared by the Company under the rules and regulations of the Securities and Exchange Commission ("SEC"). The financial information is presented in accordance with United States generally accepted accounting principles ("GAAP") for interim financial information and, accordingly, does not include all of the information and footnotes required by GAAP for complete financial statements. The financial information as of January 31, 2016 is derived from the Company's audited consolidated financial statements and related notes for the fiscal year ended January 31, 2016 , which are included in Item 8 in the Company's fiscal 2015 Annual Report on Form 10-K filed with the SEC on March 30, 2016 . These unaudited interim consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These unaudited interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and related notes included in Item 8 in the Company's fiscal 2015 Annual Report on Form 10-K.
The Company's fiscal year ends on the Sunday closest to January 31 of the following year, typically resulting in a 52-week year, but occasionally giving rise to an additional week, resulting in a 53-week year. Fiscal 2016 will end on January 29, 2017 and will be a 52-week year.
The Company's business is affected by the pattern of seasonality common to most retail apparel businesses. Historically, the Company has recognized a significant portion of its operating profit in the fourth fiscal quarter of each year as a result of increased net revenue during the holiday season.
Certain comparative figures have been reclassified to conform to the financial presentation adopted for the current year.
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
In May 2014, the Financial Accounting Standards Board ("FASB") issued ASC Topic 606, Revenue from Contracts with Customers ("ASC 606"), which supersedes the revenue recognition requirements in ASC Topic 605 Revenue Recognition , including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. This guidance requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and expands the related disclosure requirements. In 2015, the FASB deferred the effective date for this guidance, and in 2016, the FASB issued several updates that clarify the guidance in this topic. This guidance will be effective for the Company beginning in its first quarter of fiscal 2018, with early application permitted if adopted in its first quarter of fiscal 2017. The Company is currently evaluating the timing of adoption and the impact that this new guidance may have on its consolidated financial statements.
In June 2014, the FASB amended ASC Topic 718, Compensation - Stock Compensation ("ASC 718") for share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. This guidance became effective for the Company beginning in its first quarter of fiscal 2016 and it was adopted prospectively. The adoption did not have an impact on the Company's consolidated financial statements.

7



In April 2015, the FASB amended ASC Subtopic 350-40, Intangibles - Goodwill and Other - Internal-Use Software ("ASC 350-40") to provide guidance to customers about whether a cloud computing arrangement includes a software license. This guidance requires that if a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. This guidance became effective for the Company beginning in its first quarter of fiscal 2016 and it was adopted prospectively. The adoption did not have a material impact on the Company's consolidated financial statements.
In July 2015, the FASB amended ASC Topic 330, Inventory ("ASC 330") to simplify the measurement of inventory. The amendments require that an entity measure inventory at the lower of cost and net realizable value instead of the lower of cost and market. This guidance will be effective for the Company beginning in its first quarter of fiscal 2017, with early application permitted. The Company is currently evaluating the impact that this new guidance may have on its consolidated financial statements.
In February 2016 the FASB issued ASC Topic 842, Leases ("ASC 842") to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees are required to recognize a lease liability, which represents the discounted obligation to make future minimum lease payments, and a corresponding right-of-use asset on the balance sheet for most leases. This guidance will be effective for the Company beginning in its first quarter of fiscal 2019, with early application permitted. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements but it is expected that the adoption will result in a significant increase in assets and liabilities on the consolidated balance sheets.
In March 2016, the FASB amended ASC 718, simplifying the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new guidance also allows an entity to account for forfeitures when they occur. This guidance will be effective for the Company beginning in its first quarter of fiscal 2017, with early application permitted. The Company is currently evaluating the impact that this new guidance may have on its consolidated financial statements.
NOTE 3. STOCK-BASED COMPENSATION
Stock-based compensation plans
The Company's eligible employees participate in various stock-based compensation plans, which are provided by the Company directly.
Stock-based compensation expense charged to income for the plans was $8.1 million and $6.0 million for the twenty-six weeks ended July 31, 2016 and August 2, 2015 , respectively. Total unrecognized compensation cost for all stock-based compensation plans was $49.1 million at July 31, 2016 , which is expected to be recognized over a weighted-average period of 2.5  years.

8



Company stock options, performance-based restricted stock units, restricted shares and restricted stock units
A summary of the Company's stock option, performance-based restricted stock unit, restricted share and restricted stock unit activity as of July 31, 2016 , and changes during the twenty-six week period then ended is presented below:
 
 
Stock Options
 
Performance-Based Restricted Stock Units
 
Restricted Shares
 
Restricted Stock Units
 
 
Number
 
Weighted-Average Exercise Price
 
Number
 
Weighted-Average Grant Date Fair Value
 
Number
 
Weighted-Average Grant Date Fair Value
 
Number
 
Weighted-Average Grant Date Fair Value
 
 
(In thousands, except per share amounts)
Balance at January 31, 2016
 
867

 
$
49.54

 
395

 
$
58.58

 
31

 
$
57.67

 
333

 
$
55.91

Granted
 
406

 
68.68

 
156

 
68.68

 
17

 
69.94

 
187

 
68.49

Exercised/vested
 
152

 
33.43

 
4

 
64.96

 
18

 
65.73

 
51

 
63.91

Forfeited
 
122

 
57.51

 
134

 
62.74

 

 

 
60

 
52.91

Balance at July 31, 2016
 
999

 
$
58.79

 
413

 
$
60.98

 
30

 
$
59.75

 
409

 
$
61.12

Exercisable at July 31, 2016
 
163

 
$
50.34

 
 
 
 
 
 
 
 
 
 
 
 
The fair value of each stock option granted is estimated on date of grant using the Black-Scholes model. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and the Company's historical experience. The expected term of the options is based upon historical experience of similar awards, giving consideration to expectations of future employee behavior. Expected volatility is based upon the historical volatility of the Company's common stock for the period corresponding with the expected term of the options. The risk-free interest rate is based on the U.S. Treasury yield curve for the period corresponding with the expected term of the options. The following assumptions were used in calculating the fair value of stock options granted in fiscal 2016 :
 
 
Stock Options Granted During
Fiscal 2016
Expected term
 
4 years

Expected volatility
 
40.07
%
Risk-free interest rate
 
1.08
%
Dividend yield
 
%
The Company's performance-based restricted stock units are awarded to eligible employees and entitle the grantee to receive a maximum of two  shares of common stock per performance-based restricted stock unit if the Company achieves specified performance goals and the grantee remains employed during the vesting period. The fair value of performance-based restricted stock units is based on the closing price of the Company's common stock on the award date. Expense for performance-based restricted stock units is recognized when it is probable that the performance goal will be achieved.
The fair value of the restricted shares and restricted stock units is based on the closing price of the Company's common stock on the award date.
Employee share purchase plan
The Company's board of directors and stockholders approved the Company's Employee Share Purchase Plan ("ESPP") in September 2007. Contributions are made by eligible employees, subject to certain limits defined in the ESPP, and the Company matches one-third of the contribution. The maximum number of shares available under the ESPP is 6.0 million  shares. During the thirteen weeks ended July 31, 2016 , there were 31.6 thousand  shares purchased in the open market under the ESPP.

9



NOTE 4. EARNINGS PER SHARE
The details of the computation of basic and diluted earnings per share are as follows:
 
 
Thirteen Weeks Ended 
 July 31, 2016
 
Thirteen Weeks Ended 
 August 2, 2015
 
Twenty-Six Weeks Ended 
 July 31, 2016
 
Twenty-Six Weeks Ended 
 August 2, 2015
 
 
(In thousands, except per share amounts)
Net income
 
$
53,625

 
$
47,668

 
$
98,961

 
$
95,478

Basic weighted-average number of shares outstanding
 
136,987

 
141,372

 
137,071

 
141,656

Assumed conversion of dilutive stock options and awards
 
242

 
272

 
238

 
321

Diluted weighted-average number of shares outstanding
 
137,229

 
141,644

 
137,309

 
141,977

Basic earnings per share
 
$
0.39

 
$
0.34

 
$
0.72

 
$
0.67

Diluted earnings per share
 
$
0.39

 
$
0.34

 
$
0.72

 
$
0.67

The Company's calculation of weighted-average shares includes the common stock of the Company as well as the exchangeable shares. Exchangeable shares are the equivalent of common shares in all material respects. All classes of stock have, in effect, the same rights and share equally in undistributed net income. For each of the twenty-six weeks ended July 31, 2016 and August 2, 2015 , 0.1 million stock options and awards were anti-dilutive to earnings per share and therefore have been excluded from the computation of diluted earnings per share.
On June 11, 2014, the Company's board of directors approved a program to repurchase shares of the Company's common stock up to an aggregate value of $450.0 million . The common stock was repurchased in the open market at prevailing market prices, with the timing and actual number of shares repurchased depending upon market conditions and other factors. During the twenty-six weeks ended July 31, 2016 and August 2, 2015 , 0.4 million and 1.3 million shares, respectively, were repurchased under the program at a total cost of $28.6 million and $82.0 million , respectively. The Company's stock repurchase program was completed during the second quarter of fiscal 2016.
NOTE 5. SUPPLEMENTARY FINANCIAL INFORMATION
For the thirteen weeks ended July 31, 2016 and August 2, 2015 , there were net foreign exchange gains of $5.1 million and $5.6 million , respectively, included within selling, general and administrative expenses.
For the twenty-six weeks ended July 31, 2016 and August 2, 2015 , there were net foreign exchange losses of  $8.5 million and net foreign exchange gains of $1.2 million , respectively, included within selling, general and administrative expenses.

10



A summary of certain consolidated balance sheet accounts is as follows:
 
 
July 31,
2016
 
January 31,
2016
 
 
(In thousands)
Inventories:
 
 
 
 
Finished goods
 
$
285,909

 
$
290,791

Provision to reduce inventory to market value
 
(8,630
)
 
(6,782
)
 
 
$
277,279

 
$
284,009

Property and equipment, net:
 
 
 
 
Land
 
$
78,922

 
$
55,488

Buildings
 
32,642

 
30,885

Leasehold improvements
 
248,223

 
225,604

Furniture and fixtures
 
79,856

 
73,254

Computer hardware
 
50,128

 
44,085

Computer software
 
136,941

 
112,161

Equipment and vehicles
 
12,675

 
11,929

Accumulated depreciation
 
(244,377
)
 
(203,801
)
 
 
$
395,010

 
$
349,605

Goodwill and intangible assets, net:
 
 
 
 
Goodwill
 
$
25,496

 
$
25,496

Changes in foreign currency exchange rates
 
(1,233
)
 
(1,666
)
 
 
24,263

 
23,830

Intangibles—reacquired franchise rights
 
10,150

 
10,150

Accumulated amortization
 
(9,466
)
 
(9,074
)
Changes in foreign currency exchange rates
 
(50
)
 
(129
)
 
 
634

 
947

 
 
$
24,897

 
$
24,777

Other accrued liabilities:
 
 
 
 
Accrued duty, freight, and other operating expenses
 
$
27,794

 
$
26,017

Sales tax collected
 
9,632

 
10,506

Accrued rent
 
6,067

 
6,070

Other
 
7,095

 
8,083

 
 
$
50,588

 
$
50,676

Other non-current liabilities:
 
 
 
 
Deferred lease liability
 
$
26,945

 
$
25,723

Tenant inducements
 
23,718

 
24,609

 
 
$
50,663

 
$
50,332

NOTE 6. LEGAL PROCEEDINGS
In addition to the legal matters described below, the Company is, from time to time, involved in routine legal matters incidental to the conduct of its business, including legal matters such as initiation and defense of proceedings to protect intellectual property rights, personal injury claims, product liability claims, and similar matters. The Company believes the ultimate resolution of any such current proceeding will not have a material adverse effect on its consolidated balance sheets, results of operations or cash flows.
On July 15, 2015, plaintiffs Hallandale Beach Police Officers and Firefighters' Personnel Retirement Fund and Laborers' District Council Industry Pension Fund filed in the Delaware Court of Chancery a derivative lawsuit on behalf of lululemon against certain current and former directors of lululemon, captioned Laborers' District Council Industry Pension Fund v. Bensoussan, et al., C.A. No. 11293-CB. Plaintiffs claim that the individual defendants breached their fiduciary duties to lululemon by allegedly failing to investigate certain trades of lululemon stock owned by Dennis J. Wilson in 2013. Plaintiffs

11



also claim that Mr. Wilson breached his fiduciary duties by making his broker aware of certain non-public, material events prior to executing sales of lululemon stock on Mr. Wilson's behalf. On June 14, 2016 the Court dismissed the action for failure to adequately plead that demand on the board was excused and for failure to state a claim upon which relief may be granted. The plaintiffs have appealed the dismissal to the Supreme Court of the state of Delaware.
On October 9, 2015, certain current and former hourly employees of the Company filed a class action lawsuit in the Supreme Court of New York entitled Rebecca Gathmann-Landini et al v. lululemon USA inc. On December 2, 2015, the case was moved to the United States District Court for the Eastern District of New York. The lawsuit alleges that the Company violated various New York labor codes by failing to pay all earned wages, including overtime compensation. The plaintiffs are seeking an unspecified amount of damages. The Company intends to vigorously defend this matter.
NOTE 7. INCOME TAXES
The Company is in the process of finalizing a bilateral Advance Pricing Arrangement ("APA") with the Internal Revenue Service ("IRS") and the Canada Revenue Agency ("CRA"), as detailed in Note 15 included in Item 8 of the Company's fiscal 2015 Annual Report on Form 10-K filed with the SEC on March 30, 2016 .
The outcome of the APA will result in an income tax recovery in the United States and an income tax payment in Canada for fiscal 2011 through fiscal 2015.
During the first quarter of fiscal 2016 , the Company received new communications from the IRS with respect to the APA. Based on this new information, the Company has determined that it is now more likely than not that the APA will result in an increased amount of income tax recoverable in the United States for fiscal 2011 through fiscal 2015. The Company also updated its income tax calculations with respect to the APA and the associated plan to repatriate $156.0 million of foreign earnings, for the exchange rates in effect as of July 31, 2016 . These income tax adjustments resulted in a net income tax recovery of $1.9 million in the second quarter of fiscal 2016 , and $7.6 million in the first two quarters of fiscal 2016 .
The Company recorded a related net interest expense of $0.3 million in the second quarter of fiscal 2016 in other income (expense), net, and $1.5 million in the first two quarters of fiscal 2016 . This primarily represents additional accrued interest on the Canadian income tax payable related to the APA.
The Company anticipates that the APA will be finalized within the next six months. The Company's expected filing position represents the largest benefit considered by management to be more likely than not. However, the Company's tax position will be updated as new information becomes available.

12



NOTE 8. SEGMENT REPORTING
The Company applies ASC Topic 280, Segment Reporting ("ASC 280"), in determining reportable segments for its financial statement disclosure. The Company reports segments based on the financial information it uses in managing its business. The Company's reportable segments are comprised of company-operated stores and direct to consumer. Direct to consumer represents sales from the Company's e-commerce websites. Outlets, showrooms, sales to wholesale accounts, warehouse sales, temporary locations, and a license and supply arrangement have been combined into other. Information for these segments is detailed in the table below:
 
 
Thirteen Weeks Ended 
 July 31, 2016
 
Thirteen Weeks Ended 
 August 2, 2015
 
Twenty-Six Weeks Ended 
 July 31, 2016
 
Twenty-Six Weeks Ended 
 August 2, 2015
 
 
(In thousands)
Net revenue:
 
 
 
 
 
 
 
 
Company-operated stores
 
$
381,389

 
$
339,779

 
$
740,093

 
$
653,873

Direct to consumer
 
87,399

 
82,239

 
184,965

 
165,875

Other
 
45,732

 
30,992

 
84,978

 
56,806

 
 
$
514,520

 
$
453,010

 
$
1,010,036

 
$
876,554

Income from operations before general corporate expense:
 
 
 
 
 
 
 
 
Company-operated stores
 
$
80,277

 
$
67,441

 
$
153,564

 
$
136,664

Direct to consumer
 
32,644

 
32,250

 
71,152

 
67,121

Other
 
4,636

 
1,820

 
6,720

 
2,801

 
 
117,557

 
101,511

 
231,436

 
206,586

General corporate expense
 
43,598

 
34,932

 
99,888

 
71,971

Income from operations
 
73,959

 
66,579

 
131,548

 
134,615

Other income (expense), net
 
578

 
842

 
92

 
1,371

Income before income tax expense
 
$
74,537

 
$
67,421

 
$
131,640

 
$
135,986

 
 
 
 
 
 
 
 
 
Capital expenditures:
 
 
 
 
 
 
 
 
Company-operated stores
 
$
11,515

 
$
24,788

 
$
28,265

 
$
41,632

Direct to consumer
 
4,551

 
1,479

 
5,715

 
1,932

Corporate and other
 
28,552

 
10,915

 
37,281

 
21,554

 
 
$
44,618

 
$
37,182

 
$
71,261

 
$
65,118

Depreciation and amortization:
 
 
 
 
 
 
 
 
Company-operated stores
 
$
14,511

 
$
11,736

 
$
28,295

 
$
23,013

Direct to consumer
 
1,725

 
1,599

 
3,054

 
3,135

Corporate and other
 
4,261

 
3,360

 
8,334

 
6,643

 
 
$
20,497

 
$
16,695

 
$
39,683

 
$
32,791


13



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Some of the statements contained in this Form 10-Q and any documents incorporated herein by reference constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included or incorporated in this Form 10-Q are forward-looking statements, particularly statements which relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our future financial condition or results of operations, our prospects and strategies for future growth, the development and introduction of new products, and the implementation of our marketing and branding strategies. In many cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "intends," "predicts," "potential" or the negative of these terms or other comparable terminology.
The forward-looking statements contained in this Form 10-Q and any documents incorporated herein by reference reflect our current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to, those factors described in "Risk Factors" and elsewhere in this report.
The forward-looking statements contained in this Form 10-Q reflect our views and assumptions only as of the date of this Form 10-Q and are expressly qualified in their entirety by the cautionary statements included in this Form 10-Q. Except as required by applicable securities law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
This information should be read in conjunction with the unaudited interim consolidated financial statements and the notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes, and Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K.
We disclose material non-public information through one or more of the following channels: our investor relations website (http://investor.lululemon.com/), the social media channels identified on our investor relations website, press releases, SEC filings, public conference calls, and webcasts.
Overview
lululemon is a designer, distributor, and retailer of healthy lifestyle inspired athletic apparel. Since our inception, we have developed a distinctive corporate culture, and we have a mission to produce products which create transformational experiences for people to live happy, healthy, fun lives. We promote a set of core values in our business which include taking personal responsibility, nurturing entrepreneurial spirit, acting with honesty and courage, valuing connection, and choosing to have fun. These core values attract passionate and motivated employees who are driven to succeed and share our purpose of "elevating the world from mediocrity to greatness."
Our healthy lifestyle inspired athletic apparel is marketed under the lululemon athletica and ivivva athletica brand names. We offer a comprehensive line of apparel and accessories for women, men and female youth. Our apparel assortment includes items such as pants, shorts, tops and jackets designed for healthy lifestyle and athletic activities such as yoga, running, training, most other sweaty pursuits, and athletic wear for female youth.
Financial Highlights
Net revenue for second quarter of fiscal 2016 increased by 14% to $514.5 million , from $453.0 million in the second quarter of fiscal 2015 . Net revenue increased across all segments, and the increase was primarily due to the addition of 43 net new company-operated stores since the second quarter of fiscal 2015 , as well as increased comparable store sales.
Total comparable sales, which includes comparable store sales and direct to consumer, increased 4% in the second quarter of fiscal 2016 compared to the second quarter of fiscal 2015 . On a constant dollar basis, total comparable sales increased by 5% .
Company-operated stores accounted for 74.1% of net revenue in the second quarter of fiscal 2016 compared to 75.0% of net revenue in the second quarter of fiscal 2015 . Comparable store sales increased by 3% in the second quarter of fiscal

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2016 compared to the second quarter of fiscal 2015 , or by 4% on a constant dollar basis, primarily as a result of improved conversion rates and increased dollar value per transaction.
Our direct to consumer segment represented 17.0% of our net revenue in the second quarter of fiscal 2016 compared to 18.2% in the second quarter of fiscal 2015 . Direct to consumer net revenue increased by 6% in the second quarter of fiscal 2016 compared to the second quarter of fiscal 2015 , or by 7% on a constant dollar basis, primarily as the result of higher traffic on our e-commerce websites and increased dollar value per transaction. During the second quarter of fiscal 2015 , we held online warehouse sales in Canada and the United States which generated net revenue of $6.6 million. We did not hold any online warehouse sales during the second quarter of fiscal 2016 .
Gross profit for the second quarter of fiscal 2016 increase d by 20% to $254.2 million , from $212.0 million in the second quarter of fiscal 2015 . Gross profit as a percentage of net revenue, or gross margin, increase d to 49.4% compared to 46.8% in the second quarter of fiscal 2015 . The increase in gross margin was primarily due to lower product costs, partially offset by increased fixed costs and expenses related to our product and supply chain departments.
Income from operations for the second quarter of fiscal 2016 increase d by 11% to $74.0 million , from $66.6 million in the second quarter of fiscal 2015 . As a percentage of net revenue, income from operations decreased to 14.4% compared to 14.7% of net revenue in the second quarter of fiscal 2015 .
Income tax expense for the second quarter of fiscal 2016 increase d by 6% to $20.9 million , from $19.8 million in the second quarter of fiscal 2015 . Our effective tax rate for the second quarter of fiscal 2016 was 28.1% compared to 29.3% for the second quarter of fiscal 2015 . The second quarter of fiscal 2016 included a net income tax recovery of $1.9 million related to our transfer pricing arrangements and the associated plan to repatriate foreign earnings. In addition, the second quarter of fiscal 2016 included a related net interest expense of $0.3 million recorded in other income (expense), net. Our effective tax rate excluding these adjustments was 30.5% in the second quarter of fiscal 2016 .
Diluted earnings per share for the second quarter of fiscal 2016 were $0.39 compared to $0.34 in the second quarter of fiscal 2015 . Excluding the above tax and related interest adjustments, diluted earnings per share were $0.38 for the second quarter of fiscal 2016 .
Refer to the non-GAAP reconciliation tables contained in the "Results of Operations" section of this Management's Discussion and Analysis of Financial Condition and Results of Operations for reconciliations between constant dollar changes in net revenue, total comparable sales, comparable store sales, and direct to consumer net revenue, and the effective tax rate and diluted earnings per share excluding certain tax and related interest adjustments, and the most directly comparable measures calculated in accordance with GAAP.

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Results of Operations
Thirteen Week Results
The following table summarizes key components of our results of operations for the thirteen weeks ended July 31, 2016 and August 2, 2015 . The percentages are presented as a percentage of net revenue.
 
 
Thirteen Weeks Ended July 31, 2016 and August 2, 2015
 
 
2016

2015

2016

2015
 
 
(In thousands)
 
(Percentages)
Net revenue
 
$
514,520

 
$
453,010

 
100.0
%
 
100.0
%
Cost of goods sold
 
260,359

 
240,985

 
50.6

 
53.2

Gross profit
 
254,161

 
212,025

 
49.4

 
46.8

Selling, general and administrative expenses
 
180,202

 
145,446

 
35.0

 
32.1

Income from operations
 
73,959

 
66,579

 
14.4

 
14.7

Other income (expense), net
 
578

 
842

 
0.1

 
0.2

Income before income tax expense
 
74,537

 
67,421

 
14.5

 
14.9

Income tax expense
 
20,912

 
19,753

 
4.1

 
4.4

Net income
 
$
53,625

 
$
47,668

 
10.4
%
 
10.5
%
Net Revenue
Net revenue increase d $61.5  million, or 14% , to $514.5 million for the second quarter of fiscal 2016 from $453.0  million for the second quarter of fiscal 2015 . On a constant dollar basis, assuming the average exchange rates for the second quarter of fiscal 2016 remained constant with the average exchange rates for the second quarter of fiscal 2015 , net revenue increased $66.8 million , or 15% .
Net revenue increase d across all segments, and the increase was primarily from our company-operated stores, including net revenue from new stores and increased comparable store sales. Total comparable sales, which includes comparable store sales and direct to consumer, increased 4% in the second quarter of fiscal 2016 compared to the second quarter of fiscal 2015 . Total comparable sales increased 5% on a constant dollar basis.
Our net revenue on a segment basis for the thirteen weeks ended July 31, 2016 and August 2, 2015 is summarized below. The percentages are presented as a percentage of total net revenue.
 
 
Thirteen Weeks Ended July 31, 2016 and August 2, 2015
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
 
(Percentages)
Company-operated stores
 
$
381,389

 
$
339,779

 
74.1
%
 
75.0
%
Direct to consumer
 
87,399

 
82,239

 
17.0

 
18.2

Other
 
45,732

 
30,992

 
8.9

 
6.8

Net revenue
 
$
514,520

 
$
453,010

 
100.0
%
 
100.0
%
Company-operated Stores.  Net revenue from our company-operated stores segment increase d $41.6 million , or 12% , to $381.4 million in the second quarter of fiscal 2016 from $339.8 million in the second quarter of fiscal 2015 . The following contributed to the increase in net revenue from our company-operated stores segment:
Net revenue from company-operated stores we opened or significantly expanded subsequent to August 2, 2015 , and therefore not included in comparable store sales, contributed $31.2 million to the increase . We have opened 43 net new company-operated stores since the second quarter of fiscal 2015 , including 32 stores in the United States, two stores in each of Canada and the United Kingdom, and one store in each of Australia, Germany, Hong Kong, Puerto Rico, Singapore, South Korea, and Switzerland.
A comparable store sales increase of 3% in the second quarter of fiscal 2016 compared to the second quarter of fiscal 2015 resulted in a $10.4 million increase to net revenue. Comparable store sales increased 4% , or $13.6 million on a constant dollar basis. The increase in comparable store sales was primarily as a result of improved conversion rates and increased dollar value per transaction.

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Direct to Consumer.  Net revenue from our direct to consumer segment increase d $5.2 million , or 6% , to $87.4 million in the second quarter of fiscal 2016 from $82.2 million in the second quarter of fiscal 2015 . Direct to consumer revenue increased 7% on a constant dollar basis. This increase was primarily the result of higher traffic on our e-commerce websites and increased dollar value per transaction. During the second quarter of fiscal 2015 , we held online warehouse sales in Canada and the United States which generated net revenue of $6.6 million. We did not hold any online warehouse sales during the second quarter of fiscal 2016 .
Other.  Net revenue from our other segment increase d $14.7 million , or 48% , to $45.7 million in the second quarter of fiscal 2016 from $31.0 million in the second quarter of fiscal 2015 . This increase was primarily the result of an increased number of outlets and increased revenue at existing outlets during the second quarter of fiscal 2016 compared to the second quarter of fiscal 2015 , as well as net revenue from warehouse sales held during the second quarter of fiscal 2016 .
Gross Profit
Gross profit increase d $42.1 million , or 20% , to $254.2 million for the second quarter of fiscal 2016 from $212.0 million for the second quarter of fiscal 2015 .
Gross profit as a percentage of net revenue, or gross margin, increase d by 260  basis points, to 49.4% in the second quarter of fiscal 2016 from 46.8% in the second quarter of fiscal 2015 . The increase in gross margin was primarily the result of:
lower product costs and lower costs related to our raw material commitments of 310 basis points; and
a decrease in markdowns and discounts of 50 basis points.
This was offset by an increase in fixed costs, such as occupancy costs and depreciation, relative to the increase in net revenue, of 40 basis points, an increase in expenses related to our product and supply chain departments, relative to the increase in net revenue, of 40 basis points, and an unfavorable impact of foreign exchange rates of 20 basis points.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increase d $34.8 million , or 24% , to $180.2 million in the second quarter of fiscal 2016 from $145.4 million in the second quarter of fiscal 2015 . The increase in selling, general and administrative expenses was principally comprised of:
an increase in employee costs for our operating locations of $12.1 million primarily from a growth in labor hours and bonuses, mainly associated with new company-operated stores and other new operating locations;
an increase in head office employee costs of $10.8 million primarily due to additional employees to support the growth in our business;
an increase in head office costs other than employee costs of $4.7 million primarily due to increased professional fees, including supply chain consulting, increased information technology costs, increased depreciation, and increased brand and community costs;
an increase in other costs of $4.5 million for our operating channels including digital marketing expenses and repairs and maintenance costs;
an increase in variable costs of $2.2 million for our operating channels such as distribution costs and credit card fees, primarily as a result of increased sales; and
a decrease in net foreign exchange gains of $0.5 million , from $5.6 million in the second quarter of fiscal 2015 to $5.1 million in the second quarter of fiscal 2016 , primarily related to the revaluation of U.S. dollar cash and receivables held in Canada.
As a percentage of net revenue, selling, general and administrative expenses increased 290 basis points, to 35.0% in the second quarter of fiscal 2016 from 32.1% in the second quarter of fiscal 2015 .
Income from Operations
Income from operations increase d $7.4 million , or 11% , to $74.0 million in the second quarter of fiscal 2016 from $66.6 million in the second quarter of fiscal 2015 . The increase was primarily the result of an increase in gross profit of $42.1 million , partially offset by an increase in selling, general and administrative costs of $34.8 million .

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On a segment basis, we determine income from operations without taking into account our general corporate expenses.
Income from operations before general corporate expenses for the thirteen weeks ended July 31, 2016 and August 2, 2015 is summarized below. The percentages are presented as a percentage of net revenue of the respective operating segments.
 
 
Thirteen Weeks Ended July 31, 2016 and August 2, 2015
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
 
(Percentages)
Company-operated stores
 
$
80,277

 
$
67,441

 
21.0
%
 
19.8
%
Direct to consumer
 
32,644

 
32,250

 
37.4

 
39.2

Other
 
4,636

 
1,820

 
10.1

 
5.9

Income from operations before general corporate expense
 
117,557

 
101,511

 
 
 
 
General corporate expense
 
43,598

 
34,932

 
 
 
 
Income from operations
 
$
73,959

 
$
66,579

 
 
 
 
Company-operated Stores.  Income from operations from our company-operated stores segment increase d $12.8 million , or 19% , to $80.3 million for the second quarter of fiscal 2016 from $67.4 million for the second quarter of fiscal 2015 primarily due to increase d gross profit of $29.1 million . This was partially offset by an increase in selling, general and administrative expenses, including increased store employee costs and higher operating expenses associated with new stores and increased net revenue at existing stores. Income from operations as a percentage of company-operated stores revenue increased by 120 basis points primarily due to increased gross margin, partially offset by deleverage of selling, general and administrative expenses.
Direct to Consumer.  Income from operations from our direct to consumer segment increased $0.4 million , or 1% , to $32.6 million for the second quarter of fiscal 2016 from $32.3 million for the second quarter of fiscal 2015 . The increase was primarily the result of increase d gross profit of $7.3 million due to increased net revenue resulting from higher traffic on our e-commerce websites and increased dollar value per transaction. This was partially offset by an increase in selling, general and administrative expenses including higher digital marketing expenses and higher variable costs such as distribution and packaging as a result of higher net revenue. Income from operations as a percentage of direct to consumer revenue decreased by 180 basis points primarily due to deleverage of selling, general and administrative expenses, partially offset by increased gross margin.
Other.  Other income from operations increased $2.8 million , or 155% , to $4.6 million for the second quarter of fiscal 2016 from $1.8 million for the second quarter of fiscal 2015 . The increase was primarily the result of increase d gross profit of $5.8 million , partially offset by increased selling, general and administrative expenses primarily due to increased employee costs. Income from operations as a percentage of other net revenue increased by 420 basis points primarily due to decreased selling, general and administrative expenses as a percentage of other net revenue.
General Corporate Expense.  General corporate expense increased $8.7 million , or 25% , to $43.6 million for the second quarter of fiscal 2016 from $34.9 million for the second quarter of fiscal 2015 . This was primarily due to increased employee costs, professional fees, including increased professional fees related to supply chain consulting, and investment in strategic initiatives and projects to support the growth of our business. There was also a decrease in net foreign exchange gains of  $0.5 million , primarily related to the revaluation of U.S. dollar cash and receivables held in Canada.
Other Income (Expense), Net
Other income (expense), net, decrease d $0.3 million , or 31% , to $0.6 million for the second quarter of fiscal 2016 from $0.8 million for the second quarter of fiscal 2015 . The decrease was primarily due to a net interest expense of $0.3 million related to certain tax adjustments that are outlined in Note 7 to the unaudited interim consolidated financial statements included in Item 1 of Part I of this report.
Income Tax Expense
Income tax expense increase d $1.2 million , or 6% , to $20.9 million in the second quarter of fiscal 2016 from $19.8 million in the second quarter of fiscal 2015 . The second quarter of fiscal 2016 included certain tax adjustments totaling a recovery of $1.9 million as outlined in Note 7 to the unaudited interim consolidated financial statements included in Item 1 of Part I of this report.
The effective tax rate in the second quarter of fiscal 2016 was 28.1% compared to 29.3% in the second quarter of fiscal 2015 . The effective tax rate excluding the above tax and related interest adjustments was 30.5% in the second quarter of fiscal 2016 .

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Net Income
Net income increase d $6.0 million , or 12% , to $53.6 million for the second quarter of fiscal 2016 from $47.7 million for the second quarter of fiscal 2015 . The increase in net income was primarily the result of an increase in gross profit of $42.1 million , partially offset by an increase in selling, general and administrative expenses of $34.8 million , an increase in income tax expense of $1.2 million , and a decrease in other income (expense), net of $0.3 million .
Twenty-Six Week Results
The following table summarizes key components of our results of operations for the twenty-six week periods ended July 31, 2016 and August 2, 2015 . The percentages are presented as a percentage of net revenue.
 
 
Twenty-Six Weeks Ended July 31, 2016 and August 2, 2015
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
 
(Percentages)
Net revenue
 
$
1,010,036

 
$
876,554

 
100.0
%
 
100.0
%
Cost of goods sold
 
516,744

 
458,652

 
51.2

 
52.3

Gross profit
 
493,292

 
417,902

 
48.8

 
47.7

Selling, general and administrative expenses
 
361,744

 
283,287

 
35.8

 
32.3

Income from operations
 
131,548

 
134,615

 
13.0

 
15.4

Other income (expense), net
 
92

 
1,371

 

 
0.2

Income before income tax expense
 
131,640

 
135,986

 
13.0

 
15.6

Income tax expense
 
32,679

 
40,508

 
3.2

 
4.7

Net income
 
$
98,961

 
$
95,478

 
9.8
%
 
10.9
%
Net Revenue
Net revenue increase d $133.5 million , or 15% , to $1,010.0 million for the first two quarters of fiscal 2016 from $876.6 million for the first two quarters of fiscal 2015 . On a constant dollar basis, assuming the average exchange rates for the first two quarters of fiscal 2016 remained constant with average exchange rates for the first two quarters of fiscal 2015 , net revenue increased $146.0 million , or 17% .
Net revenue increase d across all segments, and the increase was primarily from our company-operated stores, including net revenue from new stores and increased comparable store sales. Total comparable sales, which includes comparable store sales and direct to consumer, increased 5% in the first two quarters of fiscal 2016 compared to the first two quarters of fiscal 2015 . Total comparable sales increased 6% on a constant dollar basis.
Our net revenue on a segment basis for the twenty-six week periods ended July 31, 2016 and August 2, 2015 is summarized below. The percentages are presented as a percentage of total net revenue.
 
 
Twenty-Six Weeks Ended July 31, 2016 and August 2, 2015
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
 
(Percentages)
Company-operated stores
 
$
740,093

 
$
653,873

 
73.3
%
 
74.6
%
Direct to consumer
 
184,965

 
165,875

 
18.3

 
18.9

Other
 
84,978

 
56,806

 
8.4

 
6.5

Net revenue
 
$
1,010,036

 
$
876,554

 
100.0
%
 
100.0
%
Company-operated Stores . Net revenue from our company-operated stores segment increased $86.2 million , or 13% , to $740.1 million in the first two quarters of fiscal 2016 from $653.9 million in the first two quarters of fiscal 2015 . The following contributed to the increase in net revenue from our company-operated stores segment:
Net revenue from company-operated stores we opened or significantly expanded subsequent to August 2, 2015 , and therefore not included in comparable store sales, contributed $67.3 million to the increase. We have opened 43 net new company-operated stores since the second quarter of fiscal 2015 , including 32 stores in the United States, two stores in each of Canada and the United Kingdom, and one store in each of Australia, Germany, Hong Kong, Puerto Rico, Singapore, South Korea, and Switzerland.

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A comparable store sales increase of 3% in the first two quarters of fiscal 2016 compared to the first two quarters of fiscal 2015 resulted in an $18.9 million increase to net revenue. Comparable store sales increased 4% , or $26.6 million on a constant dollar basis. The increase in comparable store sales was primarily as a result of improved conversion rates and increased dollar value per transaction.
Direct to Consumer.  Net revenue from our direct to consumer segment increase d $19.1 million , or 12% , to $185.0 million in the first two quarters of fiscal 2016 from $165.9 million in the first two quarters of fiscal 2015 . Direct to consumer revenue increased 13% on a constant dollar basis. The increase in net revenue was primarily the result of higher traffic on our e-commerce websites and an increase in dollar value per transaction.
Other.  Other net revenue increase d $28.2 million , or 50% , to $85.0 million in the first two quarters of fiscal 2016 from $56.8 million in the first two quarters of fiscal 2015 . This increase was primarily the result of an increased number of outlets and increased revenue at existing outlets during the first two quarters of fiscal 2016 compared to the first two quarters of fiscal 2015 , as well as net revenue from warehouse sales which were held during the second quarter of fiscal 2016 .
Gross Profit
Gross profit increased $75.4 million , or 18% , to $493.3 million for the first two quarters of fiscal 2016 from $417.9 million for the first two quarters of fiscal 2015 .
Gross profit as a percentage of net revenue, or gross margin, increase d by 110  basis points, to 48.8% in the first two quarters of fiscal 2016 from 47.7% in the first two quarters of fiscal 2015 . The increase in gross margin was primarily the result of an increase in product margin of 210 basis points, primarily due to lower product costs and lower costs related to our raw material commitments.
The increase in gross margin was partially offset by an unfavorable impact of foreign exchange rates of 50 basis points, an increase in fixed costs, such as occupancy costs and depreciation, relative to the increase in net revenue, of 30 basis points, and an increase in expenses related to our product and supply chain departments, relative to the increase in net revenue, of 20 basis points.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $78.5 million , or 28% , to $361.7 million in the first two quarters of fiscal 2016 from $283.3 million in the first two quarters of fiscal 2015 . The increase in selling, general and administrative expenses was principally comprised of:
an increase in employee costs of $24.8 million primarily from a growth in bonuses and labor hours associated with new company-operated stores and other new operating locations;
an increase in head office employee costs of $17.5 million primarily due to additional employees to support the growth in our business;
an increase in head office costs other than employee costs of $11.7 million primarily due to increased professional fees, including supply chain consulting, increased information technology costs, increased depreciation, and increased brand and community costs;
an increase in net foreign exchange losses of $9.6 million , from a net foreign exchange gain of $1.2 million in the first two quarters of fiscal 2015 to a net foreign exchange loss of $8.5 million in the first two quarters of fiscal 2016 , primarily related to the revaluation of U.S. dollar cash and receivables held in Canada;
an increase in other costs of $8.4 million for our operating channels such as digital marketing expenses, repairs and maintenance, utilities, and communication costs; and
an increase in variable costs of $6.5 million for our operating channels such as distribution costs, packaging, and credit card fees, primarily as a result of increased sales.
As a percentage of net revenue, selling, general and administrative expenses increased 350 basis points, to 35.8% in the first two quarters of fiscal 2016 from 32.3% in the first two quarters of fiscal 2015 .
Income from Operations
Income from operations decrease d $3.1 million , or 2% , to $131.5 million in the first two quarters of fiscal 2016 from $134.6 million  in the first two quarters of fiscal 2015 . The decrease was primarily the result of an increase in selling, general and administrative costs of $78.5 million , partially offset by increased gross profit of $75.4 million .

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On a segment basis, we determine income from operations without taking into account our general corporate expenses.
Income from operations before general corporate expenses for the twenty-six week periods ended July 31, 2016 and August 2, 2015 is summarized below. The percentages are presented as a percentage of net revenue of the respective operating segments.
 
 
Twenty-Six Weeks Ended July 31, 2016 and August 2, 2015
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
 
(Percentages)
Company-operated stores
 
$
153,564

 
$
136,664

 
20.7
%
 
20.9
%
Direct to consumer
 
71,152

 
67,121

 
38.5

 
40.5

Other
 
6,720

 
2,801

 
7.9

 
4.9

Income from operations before general corporate expense
 
231,436

 
206,586

 
 

 
 

General corporate expense
 
99,888

 
71,971

 
 

 
 

Income from operations
 
$
131,548

 
$
134,615

 
 

 
 


Company-operated Stores.  Income from operations from our company-operated stores segment increased $16.9 million , or 12% , to $153.6 million for the first two quarters of fiscal 2016 from $136.7 million for the first two quarters of fiscal 2015 primarily due to increase d gross profit of $48.5 million . This was partially offset by an increase in selling, general and administrative expenses, including increased employee costs and increased operating expenses associated with new stores and increased net revenue at existing stores. Income from operations as a percentage of company-operated stores revenue decreased by 20 basis points, primarily due to deleverage of selling, general and administrative expenses, partially offset by an increase in gross margin.
Direct to Consumer.  Income from operations from our direct to consumer segment increase d $4.0 million , or 6% , to $71.2 million for the first two quarters of fiscal 2016 from $67.1 million for the first two quarters of fiscal 2015 . The increase was primarily the result of increase d gross profit of $15.6 million primarily due to increased net revenue resulting from higher traffic on our e-commerce websites and an increase in dollar value per transaction. This was partially offset by an increase in selling, general and administrative expenses including higher digital marketing expenses and higher variable costs such as distribution costs, credit card fees, and packaging as a result of higher net revenue. Income from operations as a percentage of direct to consumer revenue decreased by 200 basis points, primarily due to deleverage of selling, general and administrative expenses, partially offset by an increase in gross margin.
Other.  Other income from operations increase d $3.9 million , or 140% , to $6.7 million for the first two quarters of fiscal 2016 from $2.8 million for the first two quarters of fiscal 2015 . The increase was primarily the result of increase d gross profit of $11.3 million , partially offset by increased selling, general and administrative expenses primarily due to increased employee costs. Income from operations as a percentage of other net revenue increased by 300 basis points, primarily due to decreased selling, general and administrative expenses as a percentage of other net revenue.
General Corporate Expense. General corporate expense increased $27.9 million , or 39% , to $99.9 million for the first two quarters of fiscal 2016 from $72.0 million for the first two quarters of fiscal 2015 . This was primarily due to increased employee costs, professional fees, including increased professional fees related to supply chain consulting, investment in strategic initiatives and projects to support the growth of our business, and due to an increase in net foreign exchange losses of  $9.6 million , primarily related to the revaluation of U.S. dollar cash and receivables held in Canada.
Other Income (Expense), Net
Other income (expense), net decrease d $1.3 million , or 93% , to $0.1 million in the first two quarters of fiscal 2016 from $1.4 million in the first two quarters of fiscal 2015 . The decrease was primarily due to net interest expenses of $1.5 million related to certain tax adjustments that are outlined in Note 7 to the unaudited interim consolidated financial statements included in Item 1 of Part I of this report.
Income Tax Expense
Income tax expense decreased $7.8 million , or 19% , to $32.7 million in the first two quarters of fiscal 2016 from $40.5 million in the first two quarters of fiscal 2015 . The first two quarters of fiscal 2016 included certain tax adjustments totaling a

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recovery of $7.6 million as outlined in Note 7 to the unaudited interim consolidated financial statements included in Item 1 of Part I of this report.
The effective tax rate in the first two quarters of fiscal 2016 was 24.8% compared to 29.8% in the first two quarters of fiscal 2015 . The effective tax rate excluding the above tax and related interest adjustments was 30.2% in the first two quarters of fiscal 2016 .
Net Income
Net income increased $3.5 million , or 4% , to $99.0 million for the first two quarters of fiscal 2016 from $95.5 million for the first two quarters of fiscal 2015 . The increase in net income was primarily a result of an increase in gross profit of $75.4 million and a decrease in income tax expense of $7.8 million , partially offset by an increase in selling, general and administrative expenses of $78.5 million and a decrease in other income (expense), net of $1.3 million .
Comparable Store Sales and Total Comparable Sales
We separately track comparable store sales, which reflect net revenue from company-operated stores that have been open for at least 12 months, or open for at least 12 months after being significantly expanded. Net revenue from a store is included in comparable store sales beginning with the first month for which the store has a full month of comparable sales in the prior year. Comparable store sales exclude sales from new stores that have not been open for 12 months, from stores which have not been in their significantly expanded space for 12 months, and from stores which have been temporarily relocated for renovations. Comparable stores sales also exclude sales from direct to consumer, outlets, showrooms, wholesale accounts, warehouse sales, temporary locations, a license and supply arrangement, and sales from company-operated stores which we have closed.
Total comparable sales combines comparable store sales and direct to consumer sales. By measuring the change in year-over-year net revenue in stores that have been open, or in their significantly expanded space, for 12 months or more as well as the change in direct to consumer sales, total comparable sales allows us to evaluate our sales performance eliminating the impact of newly opened or expanded stores.
Non-GAAP Financial Measures
Constant dollar changes in net revenue, total comparable sales, comparable store sales, and direct to consumer net revenue, and the effective tax rate and diluted earnings per share excluding certain tax and related interest adjustments, are non-GAAP financial measures.
A constant dollar basis assumes the average foreign exchange rates for the current period remained constant with the average foreign exchange rates for the same period of the prior year. We provide constant dollar changes in net revenue, total comparable sales, comparable store sales, and changes in direct to consumer net revenue because we use these measures to understand the underlying growth rate of net revenue excluding the impact of changes in foreign exchange rates, which are not under management's control. We believe that disclosing these measures on a constant dollar basis is useful to investors because it enables them to better understand the level of growth of our business.
We disclose the effective tax rate and diluted earnings per share excluding certain tax and related interest adjustments because of their comparability to our historical information, which we believe is useful to investors.
The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or with greater prominence to, the financial information prepared and presented in accordance with GAAP. A reconciliation of the non-GAAP financial measures follows, which includes more detail on the GAAP financial measure that is most directly comparable to each non-GAAP financial measure, and the related reconciliations between these financial measures.
The below changes in net revenue, total comparable sales, comparable store sales, and direct to consumer revenue show the change compared to the corresponding period in the prior year.

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Constant dollar changes in net revenue
 
 
Thirteen Weeks Ended July 31, 2016 and August 2, 2015
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
 
(Percentages)
Net revenue increase
 
$
61,510

 
$
62,302

 
14
%
 
16
%
Adjustments due to foreign exchange rate changes
 
5,251

 
20,293

 
1

 
5

Net revenue increase in constant dollars
 
$
66,761

 
$
82,595

 
15
%
 
21
%

 
 
Twenty-Six Weeks Ended July 31, 2016 and August 2, 2015
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
 
(Percentages)
Net revenue increase
 
$
133,483

 
$
101,228

 
15
%
 
13
%
Adjustments due to foreign exchange rate changes
 
12,542

 
35,788

 
2

 
5

Net revenue increase in constant dollars
 
$
146,025

 
$
137,016

 
17
%
 
18
%
Constant dollar changes in total comparable sales
 
 
Thirteen Weeks Ended July 31, 2016 and August 2, 2015
 
Twenty-Six Weeks Ended July 31, 2016 and August 2, 2015
 
 
2016
 
2015
 
2016
 
2015
 
 
(Percentages)
Increase in total comparable sales 1
 
4
%
 
6
%
 
5
%
 
4
%
Adjustments due to foreign exchange rate changes
 
1

 
5

 
1

 
4

Increase in total comparable sales in constant dollars 1
 
5
%
 
11
%
 
6
%
 
8
%
__________
1 Total comparable sales includes comparable store sales and direct to consumer sales. Comparable store sales reflects net revenue from company-operated stores that have been open for at least 12 months, or open for at least 12 months after being significantly expanded.
Constant dollar changes in comparable store sales
 
 
Thirteen Weeks Ended July 31, 2016 and August 2, 2015
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
 
(Percentages)
Increase in comparable store sales 1
 
$
10,416

 
$
1,390

 
3
%
 
1
%
Adjustments due to foreign exchange rate changes
 
3,171

 
12,833

 
1

 
5

Increase in comparable store sales in constant dollars 1
 
$
13,587

 
$
14,223

 
4
%
 
6
%

 
 
Twenty-Six Weeks Ended July 31, 2016 and August 2, 2015
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
 
(Percentages)
Increase (decrease) in comparable store sales 1
 
$
18,933

 
$
(10,748
)
 
3
%
 
(2
)%
Adjustments due to foreign exchange rate changes
 
7,681

 
22,531

 
1

 
4

Increase in comparable store sales in constant dollars 1
 
$
26,614

 
$
11,783

 
4
%
 
2
 %
_________
1 Comparable store sales reflects net revenue from company-operated stores that have been open for at least 12 months, or open for at least 12 months after being significantly expanded.

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Constant dollar changes in direct to consumer net revenue
 
 
Thirteen Weeks Ended July 31, 2016 and August 2, 2015
 
Twenty-Six Weeks Ended July 31, 2016 and August 2, 2015
 
 
2016
 
2015
 
2016
 
2015
 
 
(Percentages)
Increase in direct to consumer net revenue
 
6
%
 
30
%
 
12
%
 
28
%
Adjustments due to foreign exchange rate changes
 
1

 
5

 
1

 
5

Increase in direct to consumer net revenue in constant dollars
 
7
%
 
35
%
 
13
%
 
33
%
Effective tax rate, excluding tax and related interest adjustments
 
 
Thirteen Weeks Ended July 31, 2016 and August 2, 2015
 
Twenty-Six Weeks Ended July 31, 2016 and August 2, 2015
 
 
2016
 
2015
 
2016
 
2015
 
 
(Percentages)
Effective tax rate
 
28.1
%
 
29.3
%
 
24.8
%
 
29.8
%
Tax and related interest adjustments 1
 
2.4

 

 
5.4

 

Effective tax rate, excluding tax and related interest adjustments
 
30.5
%
 
29.3
%
 
30.2
%
 
29.8
%
_________
1 Please refer to Note 7 to the unaudited interim consolidated financial statements included in Item 1 of Part I of this report for an explanation as to the nature of these items.
Diluted earnings per share, excluding tax and related interest adjustments
 
 
Thirteen Weeks Ended July 31, 2016 and August 2, 2015
 
Twenty-Six Weeks Ended July 31, 2016 and August 2, 2015
 
 
2016
 
2015
 
2016
 
2015
Diluted earnings per share
 
$
0.39

 
$
0.34

 
$
0.72

 
$
0.67

Tax and related interest adjustments 1
 
(0.01
)
 

 
(0.04
)
 

Diluted earnings per share, excluding tax and related interest adjustments
 
$
0.38

 
$
0.34

 
$
0.68

 
$
0.67

_________
1 Please refer to Note 7 to the unaudited interim consolidated financial statements included in Item 1 of Part I of this report for an explanation as to the nature of these items.
Seasonality
Our business is affected by the general seasonal trends common to the retail apparel industry. Our annual net revenue is weighted more heavily toward our fourth fiscal quarter, reflecting our historical strength in sales during the holiday season, while our operating expenses are more equally distributed throughout the year. As a result, a substantial portion of our operating profits are generated in the fourth quarter of our fiscal year.
Liquidity and Capital Resources
Our primary sources of liquidity are our current balances of cash and cash equivalents and cash flows from operations. Our primary cash needs are capital expenditures for opening new stores and remodeling or relocating existing stores, making information technology system enhancements, funding working capital requirements, and making other strategic capital investments both in North America and internationally. We may also use cash to repurchase shares of our common stock. Cash and cash equivalents in excess of our needs are held in interest bearing accounts with financial institutions.
At July 31, 2016 , our working capital (excluding cash and cash equivalents) was $229.9 million and our cash and cash equivalents were $535.3  million.

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The following table summarizes our net cash flows provided by and used in operating, investing and financing activities for the periods indicated:
 
 
Twenty-Six Weeks Ended July 31, 2016 and August 2, 2015
 
 
2016
 
2015
 
 
(In thousands)
Total cash provided by (used in):
 
 
 
 
Operating activities
 
$
99,988

 
$
32,161

Investing activities
 
(71,261
)
 
(65,118
)
Financing activities
 
(23,877
)
 
(78,837
)
Effect of exchange rate changes on cash
 
29,018

 
(11,423
)
Increase (decrease) in cash and cash equivalents
 
$
33,868

 
$
(123,217
)
Operating Activities
Cash flows provided by operating activities consist primarily of net income adjusted for certain items not affecting cash and the effect of changes in operating assets and liabilities.
Cash provided by operating activities increased $67.8 million , to $100.0 million for the first two quarters of fiscal 2016 compared to $32.2 million for the first two quarters of fiscal 2015 . The increase was primarily the result of decreased inventory purchases and an increase in net income taxes payable.
Investing Activities
Cash flows used in investing activities relate entirely to capital expenditures. The capital expenditures were primarily for opening new company-operated stores, remodeling or relocating certain stores, and ongoing store refurbishment. We also had capital expenditures related to information technology and business systems, related to corporate land and buildings, and for opening retail locations other than company-operated stores.
Cash used in investing activities increased $6.1 million to $71.3 million for the first two quarters of fiscal 2016 from $65.1 million  for the first two quarters of fiscal 2015 . The increase was primarily the result of the purchase of a land parcel in Vancouver, BC for $19.7 million for general corporate purposes. The increase was partially offset by reduced capital expenditures related to our company-operated stores primarily as a result of opening fewer company-operated stores in the first two quarters of fiscal 2016 compared to the first two quarters of fiscal 2015 .
Financing Activities
Cash flows used in or provided by financing activities consist primarily of cash used to repurchase shares of our common stock and certain cash flows related to stock-based compensation.
Cash used in financing activities decreased $55.0 million , to $23.9 million for the first two quarters of fiscal 2016 compared to $78.8 million for the first two quarters of fiscal 2015 . Our cash used in financing activities for the first two quarters of fiscal 2016 included $28.6 million to repurchase 0.4 million shares under our stock repurchase program compared to $82.0 million to repurchase 1.3 million shares for the first two quarters of fiscal 2015 .
We believe that our cash and cash equivalent balances, cash generated from operations, and borrowings available to us under our revolving credit facility will be adequate to meet our liquidity needs and capital expenditure requirements for at least the next 12 months. Our cash from operations may be negatively impacted by a decrease in demand for our products as well as the other factors described in Item 1 of Part II of this Quarterly Report on Form 10-Q. In addition, we may make discretionary capital improvements with respect to our stores, distribution facilities, headquarters, or systems, which we would expect to fund through the use of cash, issuance of debt or equity securities or other external financing sources to the extent we were unable to fund such capital expenditures out of our cash and cash equivalents and cash generated from operations.
Revolving Credit Facility
In November 2013, we entered into unsecured demand revolving credit facilities with HSBC Bank Canada and Bank of America, N.A., Canada Branch, for up to $15.0 million in the aggregate to support the issuance of letters of credit and to fund our working capital requirements. Borrowings under the uncommitted credit facilities are made on a when-and-as-needed basis at our discretion. These facilities were renewed for a one year period in November 2015.

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Borrowings under the credit facility can be made either as (i) U.S. Dollar Loans - U.S. Dollar Loans bear interest a rate equal to U.S. LIBOR plus 100 basis points or U.S. Base Rate, at our option; (ii) Letters of Credit - Borrowings drawn down under standby letters of credit issued by the banks bear a fee of 100 basis points; and (iii) CDN Dollar Loans - CDN Dollar Loans bear interest at a rate equal to the CDOR Rate plus 100 basis points or the Canadian Prime Rate, at our option.
At July 31, 2016 , aside from letters of credit, there were no borrowings outstanding under these credit facilities.
Off-Balance Sheet Arrangements
We enter into standby letters of credit to secure certain of our obligations, including leases, taxes and duties. As of July 31, 2016 , letters of credit and letters of guarantee totaling $1.5 million had been issued.
We have not entered into any transactions, agreements or other contractual arrangements to which an entity unconsolidated with us is a party and under which we have (i) any obligation under a guarantee, (ii) any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity, (iii) any obligation under derivative instruments that are indexed to our shares and classified as equity in our consolidated balance sheets, or (iv) any obligation arising out of a variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.