Item 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:

Financial Statements. The financial statements as set forth under Item 8 of this Annual Report on Form 10-K are incorporated herein.
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 February 3, 2013	$	(1,126	)	$	(2,823	)	$	2,949	$	(1,000	)
For the year ended February 2, 2014	(1,000		)	(3,462		)	3,364		(1,098		)
For the year ended February 1, 2015	(1,098		)	(3,564		)	3,338		(1,324		)
Slow Moving and Obsolescence Provision on Finished Goods and Raw Materials
For the year ended February 3, 2013	$	(1,086	)	$	(6,901	)	$	2,737	$	(5,250	)
For the year ended February 2, 2014	(5,250		)	(22,449		)	22,206		(5,493		)
For the year ended February 1, 2015	(5,493		)	(2,566		)	4,454		(3,605		)
Damage Provision on Finished Goods
For the year ended February 3, 2013	$	(283	)	$	(3,727	)	$	3,491	$	(519	)
For the year ended February 2, 2014	(519		)	(6,327		)	5,935		(911		)
For the year ended February 1, 2015	(911		)	(8,064		)	7,907		(1,068		)
Sales Allowances
For the year ended February 3, 2013	$	914		$	914		$	—	$	1,828
For the year ended February 2, 2014	1,828			(173		)	—		1,655
For the year ended February 1, 2015	1,655			672			—		2,327
Valuation Allowance on Deferred Income Taxes
For the year ended February 3, 2013	$	(91	)	$	—		$	—	$	(91	)
For the year ended February 2, 2014	(91		)	—			—		(91		)
For the year ended February 1, 2015	(91		)	—			—		(91		)

Exhibits

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	Fourth Amended and Restated Bylaws of lululemon athletica inc.		8-K	3.1	001-33608	9/11/2014

4.1	Form of Specimen Stock Certificate of lululemon athletica inc.		S-1/A	4.1	001-33608	7/9/2007

10.1*	lululemon athletica inc. 2014 Equity Incentive Plan		8-K	10.1	001-33608	6/13/2014

10.2*	Form of Non-Qualified Stock Option Agreement (standard)		8-K	10.1	001-33608	12/11/2014

10.3*	Form of Non-Qualified Stock Option Agreement (for outside directors)		10-Q	10.2	001-33608	12/6/2012

10.4*	Form of Non-Qualified Stock Option Agreement (with clawback provision)		8-K	10.2	001-33608	12/11/2014

10.5*	Form of Non-Qualified Stock Option Agreement (for international employees)		8-K	10.3	001-33608	12/11/2014

10.6*	Form of Notice of Grant of Performance Shares and Performance Shares Agreement (standard)		8-K	10.4	001-33608	12/11/2014

10.7*	Form of Notice of Grant of Performance Shares and Performance Shares Agreement (with clawback provision)		8-K	10.5	001-33608	12/11/2014

10.8*	Form of Notice of Grant of Performance Shares and Performance Shares Agreement (for international employees)		8-K	10.6	001-33608	12/11/2014

10.9*	Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (standard)		8-K	10.7	001-33608	12/11/2014

10.10*	Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (with clawback provision)	X

10.11*	Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (for international employees)		8-K	10.8	001-33608	12/11/2014

10.12*	Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (no tolling of vesting, standard)		8-K	10.9	001-33608	12/11/2014

10.13*	Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (no tolling of vesting, with clawback provision)		8-K	10.10	001-33608	12/11/2014

10.14*	Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (no tolling of vesting, for international employees)		8-K	10.11	001-33608	12/11/2014

10.15*	Form of Restricted Stock Award Agreement		8-K	10.12	001-33608	12/11/2014



			Incorporated by Reference
Exhibit No.	Exhibit Title	Filed Herewith	Form	Exhibit No.	File No.	Filing Date
10.16*	Amended and Restated LIPO Investments (USA), Inc. Option Plan and form of Award Agreement		S-1	10.3	333-142477	5/1/2007

10.17	Amended and Restated Registration Rights Agreement dated December 12, 2012 between lululemon athletica inc. and the parties named therein		8-K	10.14	001-33608	12/18/2012

10.18	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

10.19	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

10.20	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

10.21	Amended and Restated Arrangement Agreement dated as of June 18, 2007, by and among the parties named therein (including Plan of Arrangement and Exchangeable Share Provisions)		S-1/A	10.14	333-142477	7/9/2007

10.22	Form of Indemnification Agreement between lululemon athletica inc. and its directors and certain officers		S-1/A	10.16	333-142477	7/9/2007

10.23	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

10.24*	Outside Director Compensation Plan	X

10.25*	lululemon athletica inc. Employee Share Purchase Plan		10-Q	10.3	001-33608	11/29/2007

10.26*	Executive Bonus Plan of lululemon athletica inc.		8-K	10.1	001-33608	3/19/2013

10.27*	Executive Employment Agreement, dated effective as of December 1, 2013 between lululemon athletica inc. and Laurent Potdevin		8-K	10.1	001-33608	12/11/2013

10.28*	Amended Executive Employment Agreement, effective as of October 29, 2012 between lululemon athletica canada inc. and John E. Currie		10-K	10.20	001-33608	3/21/2013

10.29*	Executive Employment Agreement with Stuart C. Haselden, dated effective as of January 2, 2015		8-K	10.1	001-33608	1/7/2015

10.30*	Executive Employment Agreement, effective as of October 15, 2013 between lululemon athletica inc. and Tara Poseley		10-Q	10.1	001-33608	12/12/2013

10.31*	Executive Employment Agreement, effective as of March 24, 2010 between lululemon athletica canada inc. and Delaney Schweitzer		10-K	10.23	001-33608	3/25/2010

10.32*	Executive Employment Agreement, effective as of November 24, 2014 between lululemon athletica inc. and Scott (Duke) Stump		10-Q	10.13	001-33608	12/11/2014

21.1	Subsidiaries of lululemon athletica inc.	X

23.1	Consent of PricewaterhouseCoopers LLP	X



			Incorporated by Reference
Exhibit No.	Exhibit Title	Filed Herewith	Form	Exhibit No.	File No.	Filing Date
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X

31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X

32.1**	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101	The following financial statements from the Company's 10-K for the fiscal year ended February 1, 2015, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Consolidated Financial Statements	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/ LAURENT POTDEVIN
			Laurent Potdevin
			Chief Executive Officer (Principal Executive Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Laurent Potdevin and Stuart C. Haselden 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/ LAURENT POTDEVIN	Director and Chief Executive Officer	March 25, 2015
Laurent Potdevin	(Principal Executive Officer)

/s/ STUART C. HASELDEN	Chief Financial Officer (Principal	March 25, 2015
Stuart C. Haselden	Financial and Accounting Officer)

/s/ MICHAEL CASEY	Director, Co-Chairman of the Board	March 25, 2015
Michael Casey

/s/ DAVID M. MUSSAFER	Director, Co-Chairman of the Board	March 25, 2015
David M. Mussafer

	Director
Robert Bensoussan

/s/ STEVEN J. COLLINS	Director	March 25, 2015
Steven J. Collins

/s/ ROANN COSTIN	Director	March 25, 2015
RoAnn Costin

/s/ WILLIAM H. GLENN	Director	March 25, 2015
William H. Glenn

/s/ MARTHA A.M. MORFITT	Director	March 25, 2015
Martha A.M. Morfitt

/s/ RHODA M. PITCHER	Director	March 25, 2015
Rhoda M. Pitcher

/s/ THOMAS G. STEMBERG	Director	March 25, 2015
Thomas G. Stemberg

/s/ EMILY WHITE	Director	March 25, 2015
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	Fourth Amended and Restated Bylaws of lululemon athletica inc.		8-K	3.1	001-33608	9/11/2014

4.1	Form of Specimen Stock Certificate of lululemon athletica inc.		S-1/A	4.1	001-33608	7/9/2007

10.1*	lululemon athletica inc. 2014 Equity Incentive Plan		8-K	10.1	001-33608	6/13/2014

10.2*	Form of Non-Qualified Stock Option Agreement (standard)		8-K	10.1	001-33608	12/11/2014

10.3*	Form of Non-Qualified Stock Option Agreement (for outside directors)		10-Q	10.2	001-33608	12/6/2012

10.4*	Form of Non-Qualified Stock Option Agreement (with clawback provision)		8-K	10.2	001-33608	12/11/2014

10.5*	Form of Non-Qualified Stock Option Agreement (for international employees)		8-K	10.3	001-33608	12/11/2014

10.6*	Form of Notice of Grant of Performance Shares and Performance Shares Agreement (standard)		8-K	10.4	001-33608	12/11/2014

10.7*	Form of Notice of Grant of Performance Shares and Performance Shares Agreement (with clawback provision)		8-K	10.5	001-33608	12/11/2014

10.8*	Form of Notice of Grant of Performance Shares and Performance Shares Agreement (for international employees)		8-K	10.6	001-33608	12/11/2014

10.9*	Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (standard)		8-K	10.7	001-33608	12/11/2014

10.10*	Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (with clawback provision)	X

10.11*	Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (for international employees)		8-K	10.8	001-33608	12/11/2014

10.12*	Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (no tolling of vesting, standard)		8-K	10.9	001-33608	12/11/2014

10.13*	Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (no tolling of vesting, with clawback provision)		8-K	10.10	001-33608	12/11/2014

10.14*	Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (no tolling of vesting, for international employees)		8-K	10.11	001-33608	12/11/2014

10.15*	Form of Restricted Stock Award Agreement		8-K	10.12	001-33608	12/11/2014

10.16*	Amended and Restated LIPO Investments (USA), Inc. Option Plan and form of Award Agreement		S-1	10.3	333-142477	5/1/2007



			Incorporated by Reference
Exhibit No.	Exhibit Title	Filed Herewith	Form	Exhibit No.	File No.	Filing Date
10.17	Amended and Restated Registration Rights Agreement dated December 12, 2012 between lululemon athletica inc. and the parties named therein		8-K	10.14	001-33608	12/18/2012

10.18	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

10.19	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

10.20	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

10.21	Amended and Restated Arrangement Agreement dated as of June 18, 2007, by and among the parties named therein (including Plan of Arrangement and Exchangeable Share Provisions)		S-1/A	10.14	333-142477	7/9/2007

10.22	Form of Indemnification Agreement between lululemon athletica inc. and its directors and certain officers		S-1/A	10.16	333-142477	7/9/2007
10.23	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

10.24*	Outside Director Compensation Plan	X

10.25*	lululemon athletica inc. Employee Share Purchase Plan		10-Q	10.3	001-33608	11/29/2007

10.26*	Executive Bonus Plan of lululemon athletica inc.		8-K	10.1	001-33608	3/19/2013

10.27*	Executive Employment Agreement, dated effective as of December 1, 2013 between lululemon athletica inc. and Laurent Potdevin		8-K	10.1	001-33608	12/11/2013

10.28*	Amended Executive Employment Agreement, effective as of October 29, 2012 between lululemon athletica canada inc. and John E. Currie		10-K	10.20	001-33608	3/21/2013

10.29*	Executive Employment Agreement with Stuart C. Haselden, dated effective as of January 2, 2015		8-K	10.1	001-33608	1/7/2015

10.30*	Executive Employment Agreement, effective as of October 15, 2013 between lululemon athletica inc. and Tara Poseley		10-Q	10.1	001-33608	12/12/2013

10.31*	Executive Employment Agreement, effective as of March 24, 2010 between lululemon athletica canada inc. and Delaney Schweitzer		10-K	10.23	001-33608	3/25/2010

10.32*	Executive Employment Agreement, effective as of November 24, 2014 between lululemon athletica inc. and Scott (Duke) Stump		10-Q	10.13	001-33608	12/11/2014

21.1	Subsidiaries of lululemon athletica inc.	X

23.1	Consent of PricewaterhouseCoopers LLP	X

31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X



			Incorporated by Reference
Exhibit No.	Exhibit Title	Filed Herewith	Form	Exhibit No.	File No.	Filing Date
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X

32.1**	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101	The following financial statements from the Company's 10-K for the fiscal year ended February 1, 2015, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Consolidated Financial Statements	X



*	Denotes a compensatory plan, contract or arrangement, in which our directors or executive officers may participate.
**	Furnished herewith.

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