lululemon athletica (LULU) 10-K risk factor changes: FY2021 vs FY2020

*In addition to the other information contained in this Form 10-K, the following risk [removed: factors, as well as additional] factors [removed: not presently known to us or that we currently deem to be immaterial,] should be considered in evaluating our business.

[removed: Additionally, while we devote considerable effort and resources to protecting our] intellectual property, if these efforts are not successful the value of our brand may be harmed.

The current COVID-19 coronavirus pandemic and related government, private sector, and individual consumer responsive actions have and [removed: will] [added: could] continue to [removed: adversely] affect our business operations, store traffic, employee availability, [added: supply chain,] financial condition, liquidity, and cash flow.

[Table [removed: o](#i6020f5b3b81c432e8c1c0401e9df00a0_7)[f Contents](#i6020f5b3b81c432e8c1c0401e9df00a0_7)][added: of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)]

This involves country and [removed: region specific] [added: region-specific] websites, social media, product notification emails, mobile apps, including mobile apps on in-store devices that allow demand to be fulfilled via our distribution centers, and online order fulfillment through stores.

If any of our products [added: have manufacturing or design defects or] are [added: otherwise] unacceptable to us or our guests, our business could be harmed.

We compete directly against wholesalers and direct retailers of athletic apparel, including large, diversified apparel companies with substantial market [removed: share] [added: share,] and established companies expanding their production and marketing of technical athletic apparel, as well as against retailers specifically focused on women's athletic apparel.

Our sales and profitability may decline as a result of increasing [removed: product] costs and decreasing selling prices.

Our business is subject to significant pressure on costs and pricing caused by many factors, including intense competition, constrained sourcing capacity and related inflationary pressure, [added: the availability of qualified labor and wage inflation,] pressure from consumers to reduce the prices we charge for our products, and changes in consumer demand.

[removed: Even if we are successful in anticipating consumer preferences,] our ability to adequately react to and address those preferences will in part depend upon our continued ability to develop and introduce innovative, high-quality products.

Our ability to accurately forecast demand for our products could be affected by many factors, including an increase or decrease in guest demand for our products or for products of our competitors, our failure to accurately forecast guest acceptance of new products, product introductions by competitors, unanticipated changes in general market conditions (for example, because of unexpected effects on inventory supply and consumer demand caused by the current COVID-19 coronavirus pandemic), and weakening of economic conditions or consumer confidence in future economic [removed: conditions.][added: conditions (for example, because of inflationary pressures, or because of sanctions, restrictions, and other responses related to geopolitical events).]

Our limited operating experience and limited brand recognition in new international markets [added: and new product categories] may limit our expansion and cause our business and growth to suffer.

In connection with our expansion efforts we may encounter obstacles we did not face in North America, including cultural and linguistic differences, differences in regulatory environments, labor practices and market practices, difficulties in keeping abreast of market, business and technical developments, and [removed: foreign] [added: international] guests' tastes and preferences.

The potential benefits of enhancing our digital and interactive capabilities and deepening our roots in the sweatlife might not be realized fully, if at [removed: all.][added: all, or take longer than anticipated to achieve.]

If MIRROR has inadequate or ineffective controls and procedures, our [removed: internal control over financial reporting could be adversely impacted.]

If we are unable to successfully integrate MIRROR, including its people and technologies, [added: or if integration takes longer than planned,] we may not be able to manage operations efficiently, which could adversely affect our results of operations.

We are dependent on [removed: information] technology systems to provide live and recorded classes to our customers with MIRROR subscriptions, to maintain its software, and to manage subscriptions.

If we experience issues such as cybersecurity threats or actions, or interruptions or delays in our [removed: information] technology systems, the data privacy and overall experience of subscribers could be negatively impacted and could therefore damage our brand and adversely affect our results of operations.

We have expanded our operations rapidly since our inception in 1998 and our net revenue has increased from $40.7 million in fiscal 2004 to [removed: $4.4] [added: $6.3] billion in [removed: 2020.][added: 2021.]

Our growth will largely depend on our ability to successfully open and operate new [removed: stores, which depends on many factors, including, among others, our ability to:][added: stores.]

We may be unsuccessful in identifying new [added: locations and] markets where our technical athletic apparel and other products and brand image will be accepted.

In addition, we may not be able to open or profitably operate new stores in existing, adjacent, or new markets due to the impact of COVID-19, [added: political instability, inflationary pressures, or other economic conditions,] which could have a material adverse effect on us.

We work with a group of approximately [removed: 40] [added: 41] vendors that manufacture our products, five of which produced [removed: 59%] [added: 57%] of our products in [removed: 2020.][added: 2021.]

During [removed: 2020,] [added: 2021,] the largest single manufacturer produced approximately [removed: 17%] [added: 15%] of our products.

During [removed: 2020,] [added: 2021,] approximately [removed: 33%] [added: 40%] of our products were manufactured in Vietnam, [removed: 20%] [added: 17%] in Cambodia, [removed: 12%] [added: 11%] in Sri Lanka, [removed: and 9%] [added: 7%] in the PRC, including 2% in [removed: Taiwan.][added: Taiwan, and the remainder in other regions.]

In [removed: 2020, 65%] [added: 2021, 56%] of our fabrics were produced by our top five fabric suppliers, and the largest single manufacturer produced approximately [removed: 29%] [added: 27%] of fabric used.

During [removed: 2020,] [added: 2021,] approximately [removed: 45%] [added: 48%] of our fabrics originated from Taiwan, [removed: 18%] [added: 19%] from Mainland China, [removed: 16%] [added: 11%] from Sri Lanka, and the remainder from other regions.

[added: In addition, if we] experience significant increased demand, or if we need to replace an existing supplier or manufacturer, we may be unable to locate additional supplies of fabrics or raw materials or additional manufacturing capacity on terms that are acceptable to us, or at all, or we may be unable to locate any supplier or manufacturer with sufficient capacity to meet our requirements or fill our orders in a timely manner.

Our supply of fabric or manufacture of our products could be disrupted or delayed by the impact of health pandemics, including the current COVID-19 pandemic, and the related government and private sector responsive actions such as border closures, restrictions on product shipments, and travel [removed: restrictions.][added: restrictions, as well as other economic or political conditions.]

While we require our suppliers and manufacturers to comply with our Vendor Code of Ethics, which includes labor, health and safety, and environment standards, we do not control their [removed: practices.][added: operations.]

If suppliers or contractors do not comply with these standards or applicable laws or there is negative publicity regarding the production methods of any of our suppliers or manufacturers, even if unfounded or not [removed: material] [added: specific] to our supply chain, our reputation and sales could be adversely affected, we could be subject to legal liability, or [removed: we] could [removed: be forced] [added: cause us] to [removed: locate] [added: contract with] alternative suppliers or manufacturing sources.

In addition, our operations could also be interrupted by labor difficulties, [added: pandemics (such as the COVID-19 pandemic), the impacts of climate change,] extreme or severe weather conditions or by floods, fires, or other natural disasters near our distribution centers.

[removed: Factors that could negatively affect our business include labor shortages and increases in labor costs, difficulties and] additional costs in transporting products manufactured from these countries to our distribution centers and significant revaluation of the currencies used in these countries, which may result in an increase in the cost of producing products.

We may be unable to safeguard against security breaches [removed: or comply with data privacy laws] which could damage our customer relationships and result in significant legal and financial exposure.

[removed: Additionally,] [added: For example,] we are subject to [added: significant compliance obligations under privacy] laws [removed: and regulations] such as the [removed: European Union's] General Data Privacy Regulation ("GDPR") [added: in the European Union, the Personal Information Protection] and [added: Electronic Documents Act (“PIPEDA”) in Canada,] the California Consumer Privacy Act [removed: ("CCPA").][added: ("CCPA") modified by the California Privacy Rights Act (“CPRA”), and the Personal Information Protection Law (“PIPL”) in the PRC.]

Disruption of our [removed: information] technology systems or unexpected network interruption could disrupt our business.

We are increasingly dependent on [removed: information] technology systems and third-parties to operate our e-commerce websites, process transactions, respond to guest inquiries, manage inventory, purchase, sell and ship goods on a timely basis, and maintain cost-efficient operations.

The failure of our [removed: information] technology systems to operate properly or effectively, problems with transitioning to upgraded or replacement systems, or difficulty in integrating new systems, could adversely [added: affect our business.]

[removed: Our information technology systems, websites, and] operations of third parties on whom we rely, may encounter damage or disruption or slowdown caused by a failure to successfully upgrade systems, system failures, viruses, computer "hackers", natural disasters, or other causes.

The concentration of our primary offices, two of our distribution centers, and a number of our stores along the west coast of North America could amplify the impact of a natural disaster occurring in that area to our business, including to our [removed: information] technology systems.

Certain activities on the part of stakeholders, including nongovernmental organizations and governmental institutions, could cause reputational damage, distract senior management, and disrupt our business.

Additionally, while we devote considerable effort and resources to protecting our

COVID-19 negatively impacted our business and operations in 2020.

While conditions improved in 2021, the extent and duration of ongoing impacts remain uncertain.

The COVID-19 pandemic also has the potential to significantly impact our supply chain if the factories that manufacture our products, the distribution centers where we manage our inventory, or the operations of our logistics and other service providers are disrupted, temporarily closed, or experience worker shortages.

In particular, we have seen disruptions and delays in shipments, and we may see negative impacts to pricing of certain components of our products as a result of the COVID-19 pandemic.

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

Our MIRROR subsidiary offers complex hardware and software products and services that can be affected by design and manufacturing defects.

Sophisticated operating system software and applications, such as those offered by MIRROR, often have issues that can unexpectedly interfere with the intended operation of hardware or software products.

Defects may also exist in components and products that we source from third parties.

Any defects could make our products and services unsafe and create a risk of environmental or property damage or personal injury and we may become subject to the hazards and uncertainties of product liability claims and related litigation.

The occurrence of real or perceived defects in any of our products, now or in the future, could result in additional negative publicity, regulatory investigations, or lawsuits filed against us, particularly if guests or others who use or purchase our MIRROR products are injured.

Even if injuries are not the result of any defects, if they are perceived to be, we may incur expenses to defend or settle any claims and our brand and reputation may be harmed.

Even if we are successful in anticipating consumer preferences,

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

In addition, our continued growth depends in part on our ability to expand our product categories and introduce new product lines.

We may not be able to successfully manage integration of new product categories or the new product lines with our existing products.

Selling new product categories and lines will require our management to learn different strategies in order to be successful.

We may be unsuccessful in entering new product categories and developing or launching new product lines, which requires management of new suppliers, potential new customers, and new business models.

Our management may not have the experience of selling in these new product categories and we may not be able to grow our business as planned.

For example, in July 2020, we acquired MIRROR, an in-home fitness company with an interactive workout platform that features live and on-demand classes.

If we are unable to effectively and successfully further develop these and future new product categories and lines, we may not be able to increase or maintain our sales and our operating margins may be adversely affected.

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

internal control over financial reporting could be adversely impacted.

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

Our business is affected by seasonality, which could result in fluctuations in our operating results.

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.

This seasonality, along with other factors that are beyond our control, including weather conditions and the effects of climate change, could adversely affect our business and cause our results of operations to fluctuate.

Disruptions of our supply chain could have a material adverse effect on our operating and financial results.

Disruption of our supply chain capabilities due to trade restrictions, political instability, severe weather, natural disasters, public health crises such as the ongoing COVID-19 pandemic, war, terrorism, product recalls, labor supply or stoppages, the financial or operational instability of key suppliers and carriers, changes in diplomatic or trade relationships (including any sanctions, restrictions, and other responses such as those related to current geopolitical events), or other reasons could impair our ability to distribute our products.

To the extent we are unable to mitigate the likelihood or potential impact of such events, there could be a material adverse effect on our operating and financial results.

The entire apparel industry, including our company, continues to face supply chain challenges as a result of economic uncertainty due to the impacts of COVID-19, political instability, inflationary pressures, and other factors, including reduced freight availability and increased costs, port disruption, manufacturing facility closures, and related labor shortages and other supply chain disruptions.

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

The receipt of inventory sourced from areas impacted by COVID-19 has been slowed or disrupted and our manufacturers may also face similar challenges in receiving fabric and fulfilling our orders.

In addition, ocean freight capacity issues continue to persist worldwide as there is much greater demand for shipping and reduced capacity and equipment.

Any and all of these factors may be exacerbated by global climate change.

In addition, ongoing impacts of the pandemic, political instability, trade relations, sanctions, price inflationary pressure, or other geopolitical or economic conditions could cause raw material costs to increase and have an adverse effect on our future margins.

Factors that could negatively affect our business include labor shortages and increases in labor costs, labor disputes, pandemics, the impacts of climate change, difficulties and

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

In addition, the increased use of employee-owned devices for communications as well as work-from-home arrangements, such as those implemented in response to the COVID-19 pandemic, present additional operational risks to our technology systems, including increased risks of cyber-attacks.

The outbreak of COVID-19 has spread across the United States, Canada, and most other countries globally.

Related government and private sector responsive actions have significantly affected our business operations and will likely continue to do so for the foreseeable future.

We may be impacted by other business disruptions related to COVID-19, including disruptions to our sourcing and manufacturing or to our distribution facilities.

Both of our distribution centers in the United States have experienced temporary closures due to COVID-19.

The temporary closure of the majority of our retail locations during the first two quarters of 2020, subsequent temporary re-closures of certain retail locations, as well as other impacts of COVID-19, have negatively impacted our cash flows from operations and our liquidity.

The length and severity of the pandemic, as well as the pace of recovery, could negatively impact our future cash flows.

- identify suitable store locations, the availability of which is outside of our control;

- gain brand recognition and acceptance, particularly in markets that are new to us;

- negotiate acceptable lease terms, including desired tenant improvement allowances;

- hire, train and retain store personnel and field management;

- immerse new store personnel and field management into our corporate culture;

- source sufficient inventory levels; and

- successfully integrate new stores into our existing operations and information technology systems.

Our business is affected by seasonality.

This seasonality may adversely affect our business and cause our results of operations to fluctuate.

In addition, if we

The operations of many of our suppliers are subject to additional risks that are beyond our control.

Almost all of our suppliers are located outside of North America, and as a result, we are subject to risks associated with doing business abroad, including:

- the impact of health conditions, including COVID-19, and related government and private sector responsive actions, and other changes in local economic conditions in countries where our suppliers or manufacturers are located;

- political unrest, terrorism, labor disputes, and economic instability resulting in the disruption of trade from foreign countries in which our products are manufactured;

- fluctuations in foreign currency exchange rates;

- the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, taxes and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds;

- reduced protection for intellectual property rights, including trademark protection, in some countries, particularly in the PRC; and

- disruptions or delays in shipments whether due to port congestion, labor disputes, product regulations and/or inspections or other factors, natural disasters or health pandemics, or other transportation disruptions.

These and other factors beyond our control could interrupt our suppliers' production in offshore facilities, influence the ability of our suppliers to export our products cost-effectively or at all and inhibit our suppliers' ability to procure certain materials, any of which could harm our business, financial condition, and results of operations.

These regulations require companies to satisfy new requirements regarding the handling of personal and sensitive data, including its use, protection, and the ability of persons whose data is stored to correct or delete such data about themselves.

Failure to comply with GDPR requirements could result in penalties of up to four percent of worldwide revenue.

The GDPR, CCPA, and other similar laws and regulations, as well as any associated inquiries or investigations or any other government actions, may be costly to comply with, increase our operating costs, require significant management time and attention, and subject us to remedies that may harm our business, including fines, negative publicity, or demands or orders that we modify or cease existing business practices.

affect our business.

We could

While the duration and severity of the economic impact of COVID-19 is unknown, any recession, depression or general downturn in the global economy will negatively affect consumer confidence and discretionary spending.

We may face unanticipated tax liabilities in connection with our acquisition of MIRROR.

We are unable to determine the timing and extent to which such transactions may occur.

Accordingly, increases in our Canadian net assets may result in an increase to our effective tax rate.

from selling some of our products.

- [Financial [removed: Highlights](#i6020f5b3b81c432e8c1c0401e9df00a0_46)][added: Highlights](#ib7345d2432504c708b7d89d7fa21617b_1732)]

- [Results of [removed: Operations](#i6020f5b3b81c432e8c1c0401e9df00a0_52)][added: Operations](#ib7345d2432504c708b7d89d7fa21617b_88)]

[removed: - [Comparison of](#i6020f5b3b81c432e8c1c0401e9df00a0_58) [2020](#i6020f5b3b81c432e8c1c0401e9df00a0_58) [to](#i6020f5b3b81c432e8c1c0401e9df00a0_58) [2019](#i6020f5b3b81c432e8c1c0401e9df00a0_58)][added: Comparison of 2021 to 2020]

- [Comparable Store Sales and Total Comparable [removed: Sales](#i6020f5b3b81c432e8c1c0401e9df00a0_64)][added: Sales](#ib7345d2432504c708b7d89d7fa21617b_97)]

- [Non-GAAP Financial [removed: Measures](#i6020f5b3b81c432e8c1c0401e9df00a0_67)][added: Measures](#ib7345d2432504c708b7d89d7fa21617b_103)]

- [Liquidity and Capital [removed: Resources](#i6020f5b3b81c432e8c1c0401e9df00a0_73)][added: Resources](#ib7345d2432504c708b7d89d7fa21617b_109)]

- [Contractual Obligations and [removed: Commitments](#i6020f5b3b81c432e8c1c0401e9df00a0_82)][added: Commitments](#ib7345d2432504c708b7d89d7fa21617b_118)]

- [Critical Accounting Policies and [removed: Estimates](#i6020f5b3b81c432e8c1c0401e9df00a0_88)][added: Estimates](#ib7345d2432504c708b7d89d7fa21617b_127)]

Fiscal [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] were each 52-week years.

[removed: The] [added: Overview - The] Power of Three

[Table [removed: o](#i6020f5b3b81c432e8c1c0401e9df00a0_7)[f Contents](#i6020f5b3b81c432e8c1c0401e9df00a0_7)][added: of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)]

[removed: *Product Innovation*][added: Product Innovation]

[removed: *Omni-Guest Experience*][added: Omni Guest Experience]

[removed: *Market Expansion*][added: Market Expansion]

During [removed: the year,] [added: 2021,] we opened [removed: 30] [added: 53] net new company-operated stores, including [removed: 18] [added: 38] stores in Asia Pacific, [removed: nine] [added: 10] stores in North America, and [removed: three] [added: five] stores in Europe.

[removed: Almost all locations were open during the third quarter of 2020, and while] [added: While] most of our retail locations [removed: have remained] [added: were] open [removed: since then,] [added: throughout 2021,] certain locations [removed: have] [added: were] temporarily closed based on government and health authority [removed: guidance in those markets.][added: guidance.]

The summary below compares [removed: 2020] [added: 2021] to [removed: 2019:][added: 2020:]

- Net revenue increased [removed: 11%] [added: 42%] to [removed: $4.4] [added: $6.3] billion.

On a constant dollar basis, net revenue increased [removed: 10%.][added: 40%.]

- Company-operated stores net revenue [removed: decreased 34%] [added: increased 70%] to [removed: $1.7] [added: $2.8] billion.

- Direct to consumer net revenue increased [removed: 101%] [added: 22%] to [removed: $2.3] [added: $2.8] billion, or increased [removed: 101%] [added: 20%] on a constant dollar basis.

- Gross profit increased [removed: 11%] [added: 46%] to [removed: $2.5] [added: $3.6] billion.

- Gross margin increased [removed: 10] [added: 170] basis points to [removed: 56.0%.][added: 57.7%.]

- Acquisition-related expenses of [removed: $29.8] [added: $41.4] million were [removed: recognized.][added: recognized in 2021 compared to $29.8 million in 2020.]

[removed: - Income] [added: | Segmented income] from [removed: operations decreased 8% to $820.0 million.][added: operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

- Operating margin [removed: decreased 370] [added: increased 270] basis points to [removed: 18.6%.][added: 21.3%.]

- Income tax expense [removed: decreased 8%] [added: increased 56%] to [removed: $230.4] [added: $358.5] million.

Our effective tax rate [added: for 2021] was [added: 26.9% compared to] 28.1% for [removed: each of 2020 and 2019.][added: 2020.]

- Diluted earnings per share were [removed: $4.50] [added: $7.49] for [removed: 2020] [added: 2021] compared to [removed: $4.93] [added: $4.50] in [removed: 2019.][added: 2020.]

This includes [added: $40.0 million and] $26.7 million of after-tax costs related to the MIRROR [removed: acquisition,] [added: acquisition in 2021 and 2020, respectively,] which reduced diluted earnings per share by [added: $0.30 and] $0.20 in [removed: 2020.][added: 2021 and 2020, respectively.]

| Net revenue | | | | | | $ | [removed: 4,401,879] [added: 6,256,617] | | | | | $ | [removed: 3,979,296] [added: 4,401,879] | | | | | 100.0 | | % | | | | 100.0 | | % |

| Cost of goods sold | | | | | | [removed: 1,937,888] [added: 2,648,052] | | | | | | [removed: 1,755,910] [added: 1,937,888] | | | | | | [removed: 44.0] [added: 42.3] | | | | | | [removed: 44.1] [added: 44.0] | | |

| Gross profit | | | | | | [removed: 2,463,991] [added: 3,608,565] | | | | | | [removed: 2,223,386] [added: 2,463,991] | | | | | | [removed: 56.0] [added: 57.7] | | | | | | [removed: 55.9] [added: 56.0] | | |

| Selling, general and administrative expenses | | | | | | [removed: 1,609,003] [added: 2,225,034] | | | | | | [removed: 1,334,247] [added: 1,609,003] | | | | | | [removed: 36.6] [added: 35.6] | | | | | | [removed: 33.5] [added: 36.6] | | |

| Amortization of intangible assets | | | | | | [removed: 5,160] [added: 8,782] | | | | | | [removed: 29] [added: 5,160] | | | | | | 0.1 | | | | | | [removed: —] [added: 0.1] | | |

| Acquisition-related expenses | | | | | | [removed: 29,842] [added: 41,394] | | | | | | [removed: —] [added: 29,842] | | | | | | 0.7 | | | | | | [removed: —] [added: 0.7] | | |

| Income from operations | | | | | | [removed: 819,986] [added: 1,333,355] | | | | | | [removed: 889,110] [added: 819,986] | | | | | | [removed: 18.6] [added: 21.3] | | | | | | [removed: 22.3] [added: 18.6] | | |

| Other income (expense), net | | | | | | [removed: (636)] [added: 514] | | | | | | [removed: 8,283] [added: (636)] | | | | | | — | | | | | | [removed: 0.2] [added: —] | | |

| Income before income tax expense | | | | | | [removed: 819,350] [added: 1,333,869] | | | | | | [removed: 897,393] [added: 819,350] | | | | | | [removed: 18.6] [added: 21.3] | | | | | | [removed: 22.6] [added: 18.6] | | |

| Income tax expense | | | | | | [removed: 230,437] [added: 358,547] | | | | | | [removed: 251,797] [added: 230,437] | | | | | | [removed: 5.2] [added: 5.7] | | | | | | [removed: 6.3] [added: 5.2] | | |

- [Overview - The Power of Three](#ib7345d2432504c708b7d89d7fa21617b_82)

- [Liquidity Outlook](#ib7345d2432504c708b7d89d7fa21617b_115)

In 2021, we continued to execute against our Power of Three growth plan.

We have achieved some of our key growth goals under this plan two years ahead of schedule.

These include generating $6 billion in net revenue, doubling our men's net revenue relative to fiscal 2018, and doubling our e-commerce net revenue relative to fiscal 2018 (which we achieved in 2020).

We have seen the trends that we believe have fueled our business over the last few years continue.

These include the desire to live an active and healthy lifestyle, the desire to be part of a diverse and inclusive community, and the desire to achieve wellness, both physically and mentally.

We achieved these goals while strategically managing a number of challenges related to the COVID-19 environment, including stores closures, capacity constraints, and challenges across our supply chain including certain supplier factory closures, port slowdowns, and reduced air freight capacity.

Our lens for product development and innovation continues to be what we refer to as the Science of Feel.

In 2021, we continued to bring technical innovations to our guests including expanding our Yoga offering with the launch of our Instill franchise, made from our SmoothCover fabric; we continued to build out our high support bra offerings with the launch of the Air Support bra, our most tested bra to date, which took five years to research and develop and is made from our Ultralu fabric; and for men we launched the versatile License to Train short, made from our High Impact Swift Pique fabric and further built out our On The Move offering with the Bowline bottom.

We are also particularly proud of our multi-year collaboration with the Canadian Olympic Committee and Paralympic Committee.

This collaboration allows us to showcase the lululemon brand and our technical expertise within apparel on the world stage; and we believe it is a compelling platform that we can leverage to continue to grow our brand presence both inside and outside of Canada.

We continue to see benefits from our omni business model and in 2021, net revenue in our company-operated store channel increased 70% and our e-commerce business increased 22%.

We engaged with our guests both in real life (where and when it was safe to do so) and virtually.

In our digital business, we continued to see the benefits of the investments we have made over the last several years, while we continue to invest in our websites and mobile apps as we work to elevate the guest

experience.

In 2021, we continued to make foundational investments which included expanding our accepted payment methods, improving our storytelling, making search more predictive, and making the checkout process more seamless.

When looking at MIRROR, we continue to focus on strategies and initiatives which we believe will allow us to build our community and increase guest loyalty.

These include setting up MIRROR shop-in-shops in approximately 200 stores in North America, including launching in Canada, and continuing to enhance the offering with new classes and connected accessories.

In 2021, our net revenue in North America increased 40%.

In our international markets, we saw revenue growth of 53%, which keeps us on track with our goal to quadruple the business from 2018 levels by 2023.

COVID-19 Update

COVID-19 continues to impact the global economy and cause disruption and volatility.

We believe we will continue to experience differing levels of disruption and volatility, market by market.

The pandemic has also impacted our product manufacturers and our distribution and logistics providers.

There has been disruption in transportation and port congestion, an increase in freight costs, and we have increased our use of air freight.

We expect this disruption and increased costs to continue throughout fiscal 2022.

- Income from operations increased 63% to $1.3 billion.

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

Net revenue increased $1.9 billion, or 42%, to $6.3 billion in 2021 from $4.4 billion in 2020.

The increase in net revenue was primarily due to increased company-operated store net revenue, which was the result of more extensive temporary store closures and COVID-19 operating restrictions that were in place during 2020.

Direct to consumer net revenue and other net revenue also increased.

| Company-operated stores | | | | | | $ | 2,821,497 | | | | | $ | 1,658,807 | | | | | 45.1 | | % | | | | 37.7 | | % | | | | $ | 1,162,690 | | | | | 70.1 | | % |

| Direct to consumer | | | | | | 2,777,944 | | | | | | 2,284,068 | | | | | | 44.4 | | | | | | 51.9 | | | | | | 493,876 | | | | | | 21.6 | | |

| Other | | | | | | 657,176 | | | | | | 459,004 | | | | | | 10.5 | | | | | | 10.4 | | | | | | 198,172 | | | | | | 43.2 | | |

| Net revenue | | | | | | $ | 6,256,617 | | | | | $ | 4,401,879 | | | | | 100.0 | | % | | | | 100.0 | | % | | | | $ | 1,854,738 | | | | | 42.1 | | % |

*Company-Operated Stores.* The increase in net revenue from our company-operated stores segment was primarily due to most of our stores being open throughout 2021, while almost all were temporarily closed for a significant portion of the first two quarters of 2020, and open with reduced operating hours and occupancy restrictions for the last two quarters of 2020 as a result of COVID-19.

*Other.* The increase in other net revenue was primarily due to most of our outlet and pop up locations being open throughout 2021, while almost all were temporarily closed for a significant portion of the first two quarters of 2020, and open with reduced operating hours and occupancy restrictions for the last two quarters of 2020 as a result of COVID-19.

The increase in net revenue from our other retail locations was partially offset by a decrease in net revenue from MIRROR.

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

- [Overview](#i6020f5b3b81c432e8c1c0401e9df00a0_46)

- [Revolving Credit Facilities](#i6020f5b3b81c432e8c1c0401e9df00a0_79)

- [Off-Balance Sheet Arrangements](#i6020f5b3b81c432e8c1c0401e9df00a0_85)

Overview

Fiscal 2020 was a year in which we had to adapt our priorities, and evolve our strategies, to navigate the challenges of the COVID-19 pandemic and begin to more impactfully address systemic inequities in our society.

We put three foundational principles in place to help guide us through the pandemic.

These principles are: 1) protect our people to ensure their health, safety, and well-being, 2) make balanced decisions including investing in our digital and omni capabilities while tightly managing discretionary expenses, and 3) continue to invest in our future.

We completed our first acquisition in 2020, with our purchase of MIRROR.

MIRROR bolsters our digital sweatlife offerings and brings immersive and personalized at-home sweat and mindfulness solutions to new and existing lululemon guests.

In addition, we established IDEA – our commitment to Inclusion, Diversity, Equity, and Action – to help drive lasting change both within our company and the communities in which we operate.

In October 2020, we released our Impact Agenda detailing our strategies to become a more sustainable and equitable business, to minimize our environmental impact, and to accelerate positive change both internally and externally.

Despite the global pandemic, we remain committed to our Power of Three growth plan and the targets contemplated by this plan which include a doubling of our men's business, a doubling of our e-commerce business, and a quadrupling of our international business by 2023 from levels realized in 2018.

Due to a shift towards online shopping as a result of COVID-19, we exceeded our e-commerce goal this year.

In addition to the growth targets, the three strategic pillars of the plan also remain unchanged and include: product innovation, omni-guest experience, and market expansion.

We continued to leverage our Science of Feel development platform and brought innovations to our guests including a relaunch of our Everlux fabric and an expansion of our Align franchise into tops.

We also brought newness into our bra offering and expanded our On the Move assortment.

We introduced more inclusive sizing into our core women's styles in 2020 with additional styles to be added in 2021.

In men's, our guests responded well to shorts, sweats, hoodies, and joggers as they adapted their wardrobes to working and sweating from home.

The COVID-19 pandemic impacted the way guests interacted with our brand in 2020.

Temporary store closures, social distancing requirements, and other actions taken within our stores to keep our guests and employees safe, contributed to a decline in store traffic relative to 2019.

Revenue in stores decreased 34%.

However, this was offset by significant strength in our e-commerce business.

We invested in IT infrastructure, fulfillment capacity, and increased the number of educators assisting guests in our Guest Education Center, including an online digital educator experience to provide a more personalized shopping experience.

In addition, we used our social channels to engage with our guests by offering ambassador-led digital sweat sessions, meditation classes, and other recovery and well-being tools.

Revenue in our e-commerce channel increased 101% in 2020.

In 2020, as it was safe to welcome guests back into our stores, we launched several initiatives to enhance the in-store experience.

We adapted our Buy Online Pick-up In-store capability to allow guests to pick-up their purchases at the door of the store or at curbside, we implemented virtual waitlist capabilities so that guests did not have to physically wait in line to enter stores operating under strict capacity constraints, and we offered appointment shopping in-store.

We also expanded our seasonal store strategy in 2020 with over 100 seasonal stores in operation for some period of time during the year.

These stores allowed us to better cater to our guests in select markets, while also helping introduce new guests to our brand.

In addition, in the fourth quarter, we opened 11 of these stores in close proximity to permanent lululemon stores.

Having two stores in select locations, where locally mandated capacity constraints were contributing to long wait times, allowed guests quicker and easier access to our in-store shopping experience.

For 2020, our business in North America increased 8%, while total growth in our international markets was 31%.

COVID-19 Pandemic

The outbreak of the COVID-19 coronavirus was declared a pandemic by the World Health Organization in March 2020 and it has caused governments and public health officials to impose restrictions and to recommend precautions to mitigate the spread of the virus.

Throughout the pandemic we have prioritized the safety of our employees and guests.

In February and March, we temporarily closed all of our retail locations in Mainland China, North America, Europe, and certain countries in Asia Pacific.

Our retail locations in Mainland China reopened during the first quarter of 2020, and our retail locations in other markets began reopening during the second quarter of 2020.

Our distribution centers and most of our open retail locations are operating with restrictive and precautionary measures in place such as reduced operating hours, physical distancing, enhanced cleaning and sanitation, and limited occupancy levels.

Prior to the COVID-19 pandemic, guest shopping preferences were shifting towards digital platforms and we had been investing in our websites, mobile apps, and omni-channel capabilities.

We believe that the COVID-19 pandemic further shifted guest shopping behaviour and we saw significant increases in traffic to our websites and digital apps.

The functional currency of our [removed: foreign] [added: international] subsidiaries is generally the applicable local currency.

Therefore, the net revenue, expenses, assets, and liabilities of our [removed: foreign] [added: international] subsidiaries are translated from their functional currencies into U.S. dollars.

Foreign [added: currency] exchange differences which arise on translation of our [removed: foreign] [added: international] subsidiaries' balance sheets into U.S. dollars are recorded as [removed: a foreign currency translation adjustment] [added: other comprehensive income (loss), net of tax] in accumulated other comprehensive income or loss within stockholders' equity.

We also have exposure to changes in foreign [added: currency] exchange rates associated with transactions which are undertaken by our subsidiaries in currencies other than their functional currency.

As a result, we have been impacted by changes in [added: foreign currency] exchange rates and may be impacted for the foreseeable future.

As of January [removed: 31, 2021,] [added: 30, 2022,] we had certain forward currency contracts outstanding in order to hedge a portion of the foreign currency exposure that arises on translation of a Canadian subsidiary into U.S. dollars.

We also had certain forward currency contracts outstanding in an effort to reduce our exposure to the foreign [added: currency] exchange revaluation gains and losses that are recognized by our Canadian and Chinese subsidiaries on U.S. dollar denominated monetary assets and liabilities.

In the future, in an effort to reduce foreign [added: currency] exchange risks, we may enter into further derivative financial instruments including hedging additional currency pairs.

[Table [removed: o](#i6020f5b3b81c432e8c1c0401e9df00a0_7)[f Contents](#i6020f5b3b81c432e8c1c0401e9df00a0_7)][added: of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)]

[removed: –a decrease in the foreign currency translation adjustment] [added: –net investment hedge losses] from derivative valuation losses on forward currency contracts, entered into as net investment hedges of a Canadian subsidiary.

During [removed: 2019,] [added: 2021,] the change in the relative value of the U.S. dollar against the Canadian dollar resulted in a [removed: $4.6] [added: $3.4] million increase in accumulated other comprehensive loss within stockholders' equity.

A 10% appreciation in the relative value of the U.S. dollar against the Canadian dollar compared to the [added: foreign currency] exchange rates in effect for [removed: 2020] [added: 2021] would have resulted in lower income from operations of approximately [removed: $22.0] [added: $16.2] million in [removed: 2020.][added: 2021.]

This assumes a consistent 10% appreciation in the U.S. dollar against the Canadian dollar [removed: throughout] [added: over] the fiscal year.

The timing of changes in the relative value of the U.S. dollar combined with the seasonal nature of our business, can affect the magnitude of the impact that fluctuations in foreign [added: currency] exchange rates have on our income from operations.

As of January [removed: 31, 2021,] [added: 30, 2022,] aside from letters of credit of [removed: $2.4] [added: $3.0] million, there were no borrowings outstanding under these credit facilities.

Our cash and cash equivalent balances are held in the form of cash on hand, bank balances, [added: and] short-term deposits [removed: and treasury bills] with original maturities of three months or less, and in money market funds.

We have cash on deposit with various large, reputable financial institutions and have invested in [removed: U.S. and Canadian Treasury Bills, and in] AAA-rated money market funds.

[removed: Although we do not believe that inflation has had a material impact on our financial position] [added: Sustained air freight cost increases] or [removed: results of operations to date, a high rate of inflation] [added: other inflationary pressures] in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net revenue if the selling prices of our products do not increase with these increased [removed: costs.][added: costs, or we cannot identify cost efficiencies.]

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

During 2021 our product margin was impacted by higher air freight costs compared to 2020 as a result of global supply chain disruption.

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

These core values attract passionate and motivated employees who are driven to achieve personal and professional goals, and share our purpose "to elevate the world by [removed: unleashing] [added: realizing] the full potential within every one of us."

In this Annual Report on Form 10-K for the fiscal year ended January [removed: 31, 2021,] [added: 30, 2022,] lululemon athletica inc. (together with its subsidiaries) is referred to as "lululemon," "the Company," "we," "us," or "our." We refer to the fiscal year ended January [removed: 31, 2021] [added: 30, 2022] as [removed: "2020"] [added: "2021"] and the fiscal year ended [removed: February 2, 2020] [added: January 31, 2021] as [removed: "2019."][added: "2020."]

- [Our [removed: Market](#i6020f5b3b81c432e8c1c0401e9df00a0_2130)][added: Market](#ib7345d2432504c708b7d89d7fa21617b_22)]

- [Our [removed: Segments](#i6020f5b3b81c432e8c1c0401e9df00a0_2125)][added: Segments](#ib7345d2432504c708b7d89d7fa21617b_25)]

- [Community-Based [removed: Marketing](#i6020f5b3b81c432e8c1c0401e9df00a0_2105)][added: Marketing](#ib7345d2432504c708b7d89d7fa21617b_31)]

- [Sourcing and [removed: Manufacturing](#i6020f5b3b81c432e8c1c0401e9df00a0_2095)][added: Manufacturing](#ib7345d2432504c708b7d89d7fa21617b_37)]

- [Human [removed: Capital](#i6020f5b3b81c432e8c1c0401e9df00a0_2090)][added: Capital](#ib7345d2432504c708b7d89d7fa21617b_49)]

- [Securities and [removed: Exchange](#i6020f5b3b81c432e8c1c0401e9df00a0_2177) [Commission](#i6020f5b3b81c432e8c1c0401e9df00a0_2177) [Filings](#i6020f5b3b81c432e8c1c0401e9df00a0_2177)][added: Exchange Commission Filings](#ib7345d2432504c708b7d89d7fa21617b_55)]

[removed: Our apparel assortment includes items such as pants, shorts, tops, and jackets] designed for a healthy lifestyle including athletic activities such as yoga, running, training, and most other sweaty pursuits.

[Table [removed: o](#i6020f5b3b81c432e8c1c0401e9df00a0_7)[f Contents](#i6020f5b3b81c432e8c1c0401e9df00a0_7)][added: of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)]

[added: We] also offer a range of products designed for being On the [removed: Move and] [added: Move,] fitness-related [removed: accessories.][added: accessories, and footwear.]

Through our vertical retail strategy and direct connection with our customers, [removed: who] [added: whom] we refer to as guests, we are able to collect feedback and incorporate unique performance and fashion needs into our design process.

Although our largest customer group is made up of guests who shop our women's range, representing [removed: 69%] [added: 67%] of our [removed: 2020] [added: 2021] net revenue, we also design a comprehensive men's line and have a targeted strategy in place.

[removed: Our business] [added: Revenue from men's range] is growing as more guests discover the technical rigor and premium quality of our men's products, and are attracted by our distinctive brand.

North America is our largest market by geographical split, representing [removed: 86%] [added: 85%] of our [removed: 2020] [added: 2021] net revenue.

We are expanding internationally across [removed: Europe,] the People's Republic of China ("PRC"), [removed: and] the rest of Asia [removed: Pacific.][added: Pacific, and Europe.]

We also [removed: conduct business through MIRROR,] operate outlets and temporary locations, [added: conduct business through MIRROR,] serve certain wholesale accounts, have license and supply arrangements, and hold warehouse sales from time to time.

[removed: ][added: ]

At the end of [removed: 2020,] [added: 2021,] we operated [removed: 521] [added: 574] stores in 17 countries across the globe.

| Number of company-operated stores by country | | | | | | January [removed: 31, 2021] [added: 30, 2022] | | | | | | [removed: February 02, 2020] [added: January 31, 2021] | | |

| United States | | | | | | [removed: 315] [added: 324] | | | | | | [removed: 305] [added: 315] | | |

| Canada | | | | | | [removed: 62] [added: 63] | | | | | | [removed: 63] [added: 62] | | |

| People's Republic of China(1) | | | | | | [removed: 55] [added: 86] | | | | | | [removed: 38] [added: 55] | | |

| United Kingdom | | | | | | [removed: 16] [added: 17] | | | | | | [removed: 14] [added: 16] | | |

| Germany | | | | | | [removed: 7] [added: 9] | | | | | | [removed: 6] [added: 7] | | |

| South Korea | | | | | | [removed: 7] [added: 12] | | | | | | [removed: 5] [added: 7] | | |

| Japan | | | | | | 6 | | | | | | [removed: 7] [added: 6] | | |

| Singapore | | | | | | [removed: 4] [added: 6] | | | | | | 4 | | |

| Ireland | | | | | | [removed: 1] [added: 3] | | | | | | 1 | | |

| Total company-operated stores | | | | | | [removed: 521] [added: 574] | | | | | | [removed: 491] [added: 521] | | |

(1)PRC included [removed: seven] [added: nine] stores in Hong [removed: Kong,] [added: Kong] Special Administrative Region, [removed: two] [added: five] stores in [removed: Macao, Special Administration Region,] [added: Taiwan,] and two stores in [removed: Taiwan,] [added: Macao Special Administration Region,] as of January [removed: 31, 2021.][added: 30, 2022.]

As of [removed: February 2, 2020,] [added: January 31, 2021,] there were [removed: six] [added: seven] stores in Hong [removed: Kong,] [added: Kong] Special Administrative Region, two stores in [removed: Macao,] [added: Macao] Special Administration Region, and [removed: one store] [added: two stores] in Taiwan.

We opened [removed: 30] [added: 53] net new company-operated stores in [removed: 2020,] [added: 2021,] including [removed: 21] [added: 43] net new stores outside of North America.

During [removed: 2020,] [added: 2021,] we closed [removed: 10] [added: three] of our lululemon branded company-operated stores.

In fiscal [removed: 2021,] [added: 2022,] our new store growth will come primarily from company-operated store openings in Asia and in the United States.

We [removed: typically] use sales per square foot to assess the performance of our company-operated [removed: stores.][added: stores relative to their square footage.]

As a significant number of our stores were temporarily closed due to COVID-19 during the first two quarters of 2020, we do not believe sales per square foot [added: for 2020] is [removed: currently] useful to investors in understanding performance, therefore we have not included this metric.

We serve our guests via our e-commerce website www.lululemon.com, other country and [removed: region specific] [added: region-specific] websites, and mobile apps, including mobile apps on in-store devices that allow demand to be fulfilled via our distribution centers or other retail locations.

Our other operations [added: primarily] include:

*•MIRROR -* [removed: we] [added: We] offer in-home fitness through an interactive workout platform that allows our guests to subscribe for live and on-demand [removed: classes][added: classes.]

- [Our Products](#ib7345d2432504c708b7d89d7fa21617b_19)

- [Product Design and Development](#ib7345d2432504c708b7d89d7fa21617b_34)

- [Distribution Facilities](#ib7345d2432504c708b7d89d7fa21617b_40)

- [Competition](#ib7345d2432504c708b7d89d7fa21617b_43)

- [Seasonality](#ib7345d2432504c708b7d89d7fa21617b_46)

- [Intellectual Property](#ib7345d2432504c708b7d89d7fa21617b_52)

Our apparel assortment includes items such as pants, shorts, tops, and jackets

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

We believe that sales per square foot is useful in evaluating the performance of our company-operated stores.

Our sales per square foot for 2021 was $1,443.

Sales per square foot is calculated using total net revenue from all company-operated stores divided by the average square footage of the stores during the year.

In fiscal years with 53 weeks, the 53rd week of net revenue is excluded from the calculation of sales per square foot.

The square footage of our company-operated stores includes all retail related space, storage areas, and administrative space used by the store employees.

It excludes any space used for non-retail related activities.

The sales per square foot metric we report may not be equivalent to similarly titled metrics reported by other companies.

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

For example, we generated approximately 44% and

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

Details of our Impact Agenda and corresponding Impact Report can be found on our website (https://corporate.lululemon.com/our-impact).

Inclusive in our Impact Agenda is a goal to invest a total of $75.0 million to advance equity in well-being by 2025.

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

In 2021, the participation rate was approximately 85% and our employee engagement score exceeded the retail industry average.(2) Our engagement score suggests our people are proud to work for lululemon, they are motivated to contribute to work that aligns with their purpose, and they recommend lululemon as a great place to work.

Our current offerings support our goal of becoming the number one place where people come to develop and grow as inclusive leaders.

As part of the competitive compensation we offer, we raised the minimum base pay for the majority of our store and Guest Education Center employees in North America during 2021.

We work with suppliers who share our values and collaborate as partners to uphold robust standards, address systemic challenges, and improve the well-being of people who make our products.

Our Vendor Code of Ethics outlines our commitment to respect human and labor rights, and to promote safe and fair working conditions for people in our supply chain.

The code is based on international standards for workers' rights with regard to their employment, wages and working hours, occupational health and safety, access to confidential grievance mechanisms without retaliation, and environmental protection.

Our finished goods and mill suppliers are assessed against the Vendor Code of Ethics prior to forming a business relationship, and regularly thereafter; we work with factories that can uphold our strict requirements.

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

Over the last two years, we have responded to the pandemic with a variety of measures from temporarily closing our stores to committing to pay protection for employees during the COVID-19 related closures.

During 2020 we launched a hardship fund for employees, the We Stand Together Fund, and launched an Ambassador Relief Fund, and these continued in 2021.

- [Our](#i6020f5b3b81c432e8c1c0401e9df00a0_2084) [Pro](#i6020f5b3b81c432e8c1c0401e9df00a0_2084)[ducts](#i6020f5b3b81c432e8c1c0401e9df00a0_2084)

- [P](#i6020f5b3b81c432e8c1c0401e9df00a0_2100)[roduct Design and Development](#i6020f5b3b81c432e8c1c0401e9df00a0_2100)

- [Distri](#i6020f5b3b81c432e8c1c0401e9df00a0_2153)[bution Facilities](#i6020f5b3b81c432e8c1c0401e9df00a0_2153)

- [Competition](#i6020f5b3b81c432e8c1c0401e9df00a0_2148)

- [Seasona](#i6020f5b3b81c432e8c1c0401e9df00a0_2143)[lity](#i6020f5b3b81c432e8c1c0401e9df00a0_2143)

- [Intellec](#i6020f5b3b81c432e8c1c0401e9df00a0_2182)[tual Property](#i6020f5b3b81c432e8c1c0401e9df00a0_2182)

We

In 2020, as a response to the COVID-19 pandemic, we also implemented a range of measures to provide financial support to our employees and community and to ensure the safety for our people and guests.

In 2020, the participation rate was in excess of 90% and our employee engagement score was in the top 10% of retailers.(2) Our engagement score tells us whether our employees believe lululemon is a great place to work, whether they believe they are able to use their strengths at work, if they are motivated, and whether they would recommend lululemon as a great place to work.

We partner with our suppliers to work towards creating safe, healthy, and equitable environments that support the wellbeing of all the people who make our products.

Our Vendor Code of Ethics is the foundation of our supplier partnerships.

It adheres to international standards for working conditions, workers’ rights, and environmental protection, and its implementation focuses on prevention, monitoring, and improvement.

Beyond labor compliance, we are committed to supporting worker wellbeing, building on years of partnerships with our suppliers around workplace practices and community support initiatives.

This program, which has been successfully executed in Taiwan, has benefited approximately 2,700 migrant workers by virtually eliminating worker-paid fees.

We acted swiftly during the year in response to the crisis by temporarily closing our stores, committing to pay protection for employees, launching our We Stand Together Fund, and launching our Ambassador Relief Fund.

When our stores temporarily closed, we guaranteed pay to our North American employees through the entire closure period.

As stores re-opened, we kept a pay guarantee in place, should a store need to close again for any reason, including if weather-related or related to civil unrest.

We now have a minimum pay guarantee policy by role.

Our We Stand Together Fund was established to support employees facing significant financial hardship with relief grants for basic and critical needs.

To establish this fund, for three months the senior leadership team contributed 20% of their salary and our board of directors contributed 100% of their cash retainer, and employees donated as well.

We plan to fund this program on an ongoing basis to aid affected employees.

Separately, we contributed $4.5 million to our Ambassador Relief Fund to assist ambassador-run fitness studios with basic operating costs.

[Table [removed: o](#i6020f5b3b81c432e8c1c0401e9df00a0_7)[f Contents](#i6020f5b3b81c432e8c1c0401e9df00a0_7)][added: of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)]

For the fiscal year ended January [removed: 31, 2021][added: 30, 2022]

[removed: ][added: ]

The aggregate market value of the voting stock held by non-affiliates of the registrant on July [removed: 31, 2020] [added: 30, 2021] was approximately [removed: $36,382,000,000.][added: $44,414,000,000.]

Such aggregate market value was computed by reference to the closing price of the common stock as reported on the Nasdaq Global Select Market on July [removed: 31, 2020.][added: 30, 2021.]

For purposes of determining this amount only, the registrant has defined affiliates as including the executive officers, directors, and owners of 10% or more of the outstanding voting stock of the registrant on July [removed: 31, 2020.][added: 30, 2021.]

*Common Stock:* At March [removed: 24, 2021] [added: 23, 2022] there were [removed: 125,164,616] [added: 122,710,357] shares of the registrant's common stock, par value $0.005 per share, outstanding.

*Exchangeable and Special Voting Shares:* At March [removed: 24, 2021,] [added: 23, 2022,] there were outstanding 5,203,012 exchangeable shares of Lulu Canadian Holding, Inc., a wholly-owned subsidiary of the registrant.

In addition, at March [removed: 24, 2021,] [added: 23, 2022,] the registrant had outstanding 5,203,012 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.

Portions of the Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders have been incorporated by reference into Part III of this Annual Report on Form 10-K.

| Item 1. | | | [removed: [Business](#i6020f5b3b81c432e8c1c0401e9df00a0_16)] [added: [Business](#ib7345d2432504c708b7d89d7fa21617b_16)] | | | [removed: [1](#i6020f5b3b81c432e8c1c0401e9df00a0_16)] [added: [1](#ib7345d2432504c708b7d89d7fa21617b_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i6020f5b3b81c432e8c1c0401e9df00a0_22)] [added: Factors](#ib7345d2432504c708b7d89d7fa21617b_58)] | | | [removed: [8](#i6020f5b3b81c432e8c1c0401e9df00a0_22)] [added: [8](#ib7345d2432504c708b7d89d7fa21617b_58)] | | |

| Item 2. | | | [removed: [Properties](#i6020f5b3b81c432e8c1c0401e9df00a0_25)] [added: [Properties](#ib7345d2432504c708b7d89d7fa21617b_61)] | | | [removed: [20](#i6020f5b3b81c432e8c1c0401e9df00a0_25)] [added: [21](#ib7345d2432504c708b7d89d7fa21617b_61)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i6020f5b3b81c432e8c1c0401e9df00a0_31)] [added: Proceedings](#ib7345d2432504c708b7d89d7fa21617b_64)] | | | [removed: [20](#i6020f5b3b81c432e8c1c0401e9df00a0_31)] [added: [22](#ib7345d2432504c708b7d89d7fa21617b_64)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i6020f5b3b81c432e8c1c0401e9df00a0_2266)] [added: Disclosures](#ib7345d2432504c708b7d89d7fa21617b_67)] | | | [removed: [20](#i6020f5b3b81c432e8c1c0401e9df00a0_2266)] [added: [22](#ib7345d2432504c708b7d89d7fa21617b_67)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6020f5b3b81c432e8c1c0401e9df00a0_37)] [added: Securities](#ib7345d2432504c708b7d89d7fa21617b_73)] | | | [removed: [21](#i6020f5b3b81c432e8c1c0401e9df00a0_37)] [added: [23](#ib7345d2432504c708b7d89d7fa21617b_73)] | | |

| Item 6. | | | [Selected Consolidated Financial [removed: Data](#i6020f5b3b81c432e8c1c0401e9df00a0_40)] [added: Data](#ib7345d2432504c708b7d89d7fa21617b_76)] | | | [removed: [22](#i6020f5b3b81c432e8c1c0401e9df00a0_40)] [added: [24](#ib7345d2432504c708b7d89d7fa21617b_76)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6020f5b3b81c432e8c1c0401e9df00a0_43)] [added: Operations](#ib7345d2432504c708b7d89d7fa21617b_79)] | | | [removed: [23](#i6020f5b3b81c432e8c1c0401e9df00a0_43)] [added: [25](#ib7345d2432504c708b7d89d7fa21617b_79)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6020f5b3b81c432e8c1c0401e9df00a0_91)] [added: Risk](#ib7345d2432504c708b7d89d7fa21617b_130)] | | | [removed: [35](#i6020f5b3b81c432e8c1c0401e9df00a0_91)] [added: [35](#ib7345d2432504c708b7d89d7fa21617b_130)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i6020f5b3b81c432e8c1c0401e9df00a0_94)] [added: Data](#ib7345d2432504c708b7d89d7fa21617b_133)] | | | [removed: [37](#i6020f5b3b81c432e8c1c0401e9df00a0_94)] [added: [38](#ib7345d2432504c708b7d89d7fa21617b_133)] | | |

| | | | [Index for Notes to the Consolidated Financial [removed: Statements](#i6020f5b3b81c432e8c1c0401e9df00a0_115)] [added: Statements](#ib7345d2432504c708b7d89d7fa21617b_151)] | | | [removed: [46](#i6020f5b3b81c432e8c1c0401e9df00a0_115)] [added: [47](#ib7345d2432504c708b7d89d7fa21617b_151)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i6020f5b3b81c432e8c1c0401e9df00a0_196)] [added: Procedures](#ib7345d2432504c708b7d89d7fa21617b_226)] | | | [removed: [72](#i6020f5b3b81c432e8c1c0401e9df00a0_196)] [added: [72](#ib7345d2432504c708b7d89d7fa21617b_226)] | | |

| Item 9B. | | | [Other [removed: Information](#i6020f5b3b81c432e8c1c0401e9df00a0_2234)] [added: Information](#ib7345d2432504c708b7d89d7fa21617b_1764)] | | | [removed: [73](#i6020f5b3b81c432e8c1c0401e9df00a0_2234)] [added: [73](#ib7345d2432504c708b7d89d7fa21617b_1764)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6020f5b3b81c432e8c1c0401e9df00a0_202)] [added: Governance](#ib7345d2432504c708b7d89d7fa21617b_235)] | | | [removed: [74](#i6020f5b3b81c432e8c1c0401e9df00a0_202)] [added: [74](#ib7345d2432504c708b7d89d7fa21617b_235)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i6020f5b3b81c432e8c1c0401e9df00a0_205)] [added: Compensation](#ib7345d2432504c708b7d89d7fa21617b_238)] | | | [removed: [74](#i6020f5b3b81c432e8c1c0401e9df00a0_205)] [added: [74](#ib7345d2432504c708b7d89d7fa21617b_238)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6020f5b3b81c432e8c1c0401e9df00a0_208)] [added: Matters](#ib7345d2432504c708b7d89d7fa21617b_241)] | | | [removed: [74](#i6020f5b3b81c432e8c1c0401e9df00a0_208)] [added: [74](#ib7345d2432504c708b7d89d7fa21617b_241)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i6020f5b3b81c432e8c1c0401e9df00a0_211)] [added: Independence](#ib7345d2432504c708b7d89d7fa21617b_244)] | | | [removed: [75](#i6020f5b3b81c432e8c1c0401e9df00a0_211)] [added: [75](#ib7345d2432504c708b7d89d7fa21617b_244)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i6020f5b3b81c432e8c1c0401e9df00a0_214)] [added: Services](#ib7345d2432504c708b7d89d7fa21617b_247)] | | | [removed: [75](#i6020f5b3b81c432e8c1c0401e9df00a0_214)] [added: [75](#ib7345d2432504c708b7d89d7fa21617b_247)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedule](#i6020f5b3b81c432e8c1c0401e9df00a0_220)] [added: Schedule](#ib7345d2432504c708b7d89d7fa21617b_253)] | | | [removed: [76](#i6020f5b3b81c432e8c1c0401e9df00a0_220)] [added: [76](#ib7345d2432504c708b7d89d7fa21617b_253)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i6020f5b3b81c432e8c1c0401e9df00a0_2240)] [added: Summary](#ib7345d2432504c708b7d89d7fa21617b_262)] | | | [removed: [79](#i6020f5b3b81c432e8c1c0401e9df00a0_2240)] [added: [79](#ib7345d2432504c708b7d89d7fa21617b_262)] | | |

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

| [PART I](#ib7345d2432504c708b7d89d7fa21617b_10) | | | | | | | | |

| [PART II](#ib7345d2432504c708b7d89d7fa21617b_70) | | | | | | | | |

| [PART III](#ib7345d2432504c708b7d89d7fa21617b_232) | | | | | | | | |

| [PART IV](#ib7345d2432504c708b7d89d7fa21617b_250) | | | | | | | | |

| [Signatures](#ib7345d2432504c708b7d89d7fa21617b_265) | | | | | | [80](#ib7345d2432504c708b7d89d7fa21617b_265) | | |

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

This annual report includes website addresses and references to additional materials found on those websites.

These websites and materials are not incorporated by reference herein.

| [PART I](#i6020f5b3b81c432e8c1c0401e9df00a0_10) | | | | | | | | |

| [PART II](#i6020f5b3b81c432e8c1c0401e9df00a0_34) | | | | | | | | |

| [PART III](#i6020f5b3b81c432e8c1c0401e9df00a0_199) | | | | | | | | |

| [PART IV](#i6020f5b3b81c432e8c1c0401e9df00a0_217) | | | | | | | | |

| [Signatures](#i6020f5b3b81c432e8c1c0401e9df00a0_229) | | | | | | [80](#i6020f5b3b81c432e8c1c0401e9df00a0_229) | | |

The general location, use and approximate size of our principal owned properties as of January [removed: 31, 2021,] [added: 30, 2022,] are set forth below:

The general location, use, approximate size and lease renewal date of our principal non-retail leased properties as of January [removed: 31, 2021,] [added: 30, 2022,] are set forth below:

During [removed: 2020,] [added: 2021,] we entered into a new lease for a [removed: second] distribution center in [removed: Toronto] [added: Los Angeles, California] of approximately [removed: 255,000] [added: 1,250,000] square feet which is due to expire in [removed: May 2031.][added: 2038.]

We expect this distribution center to be operational in fiscal [removed: 2021.][added: 2022.]

We lease non-retail properties in a number of locations globally.

| Toronto, ON | | | | | | Distribution Center | | | | | | 255,000 | | | | | | May 2031 | | |

During 2021, we entered into a new lease for an additional distribution center in Delta, British Columbia of approximately 370,000 square feet which is due to expire in 2037.

We expect this distribution center to be operational in fiscal 2023.

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

It will replace a temporary distribution center in Toronto of approximately 90,000 square feet that we began leasing during 2020.

[Table [removed: o](#i6020f5b3b81c432e8c1c0401e9df00a0_7)[f Contents](#i6020f5b3b81c432e8c1c0401e9df00a0_7)][added: of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)]

As of March [removed: 24, 2021,] [added: 23, 2022,] there were approximately 1,000 holders of record of our common stock.

The graph set forth below compares the cumulative total stockholder return on our common stock between January [removed: 31, 2016] [added: 29, 2017] (the date of our fiscal year end five years ago) and January [removed: 31, 2021,] [added: 30, 2022,] with the cumulative total return of (i) the S&P 500 Index and (ii) S&P 500 Apparel, Accessories & Luxury Goods Index, over the same period.

This graph assumes the investment of $100 on January [removed: 31, 2016] [added: 29, 2017] at the closing sale price our common stock, the S&P 500 Index and the S&P Apparel, Accessories & Luxury Goods Index and assumes the reinvestment of dividends, if any.

We caution that the stock price performance [removed: showing] [added: shown] in the graph below is not necessarily indicative of, nor is it intended to forecast, the potential future performance of our common stock.

[removed: ][added: ]

[Table [removed: o](#i6020f5b3b81c432e8c1c0401e9df00a0_7)[f Contents](#i6020f5b3b81c432e8c1c0401e9df00a0_7)][added: of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)]

| | | | | | | [removed: 31-Jan-16] [added: 29-Jan-17] | | | | | | [removed: 29-Jan-17] [added: 28-Jan-18] | | | | | | [removed: 28-Jan-18] [added: 03-Feb-19] | | | | | | [removed: 03-Feb-19] [added: 02-Feb-20] | | | | | | [removed: 02-Feb-20] [added: 31-Jan-21] | | | | | | [removed: 31-Jan-21] [added: 30-Jan-22] | | |

| S&P 500 Apparel, Accessories & Luxury Goods Index | | | | | | $ | 100.00 | | | | | $ | [removed: 83.89] [added: 130.17] | | | | | $ | [removed: 109.20] [added: 114.68] | | | | | $ | [removed: 96.21] [added: 103.56] | | | | | $ | [removed: 86.88] [added: 99.21] | | | | | $ | [removed: 83.24] [added: 96.09] | |

The following table provides information regarding our purchases of shares of our common stock during the [removed: thirteen weeks ended January 31,] [added: fourth quarter of] 2021 related to our stock repurchase program:

| Total | | | | | | [removed: —] [added: 15,958] | | | | | | | | | | | | [removed: —] [added: 15,958] | | | | | | | | |

(1)Monthly information is presented by reference to our fiscal periods during our fourth quarter of [removed: 2020.][added: 2021.]

(2)On January 31, 2019, our board of directors approved a stock repurchase program of up to [removed: $500] [added: $500.0] million of our common shares on the open market or in privately negotiated transactions.

On December 1, 2020, our board of directors approved an increase in the remaining authorization of our existing stock repurchase program from [removed: $264] [added: $263.6] million to [removed: $500] [added: $500.0 million, and on October 1, 2021, it approved an increase in the remaining authorization from $141.2 million to $641.2] million.

The following table summarizes purchases of shares of our common stock during the [removed: thirteen weeks ended January 31,] [added: fourth quarter of] 2021 related to our Employee Share Purchase Plan (ESPP):

| lululemon athletica inc. | | | | | | $ | 100.00 | | | | | $ | 118.35 | | | | | $ | 218.68 | | | | | $ | 358.26 | | | | | $ | 491.89 | | | | | $ | 472.78 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 125.20 | | | | | $ | 117.95 | | | | | $ | 140.56 | | | | | $ | 161.86 | | | | | $ | 193.14 | |

| November 1, 2021 - November 28, 2021 | | | | | | 38,385 | | | | | | $ | 463.93 | | | | | 38,385 | | | | | | $ | 490,880,706 | |

| November 29, 2021 - January 2, 2022 | | | | | | 477,777 | | | | | | 399.62 | | | | | | 477,777 | | | | | | 299,952,853 | | |

| January 3, 2022 - January 30, 2022 | | | | | | 327,428 | | | | | | 343.62 | | | | | | 327,428 | | | | | | 187,441,452 | | |

| Total | | | | | | 843,590 | | | | | | | | | | | | 843,590 | | | | | | | | |

The repurchase plan has no time limit and does not require the repurchase of a minimum number of shares.

| November 1, 2021 - November 28, 2021 | | | | | | 4,176 | | | | | | $ | 459.22 | | | | | 4,176 | | | | | | 4,603,434 | | |

| November 29, 2021 - January 2, 2022 | | | | | | 5,579 | | | | | | 402.14 | | | | | | 5,579 | | | | | | 4,597,855 | | |

| January 3, 2022 - January 30, 2022 | | | | | | 6,203 | | | | | | 335.68 | | | | | | 6,203 | | | | | | 4,591,652 | | |

(1)Monthly information is presented by reference to our fiscal periods during our fourth quarter of 2021.

| lululemon athletica inc. | | | | | | $ | 100.00 | | | | | $ | 107.65 | | | | | $ | 127.40 | | | | | $ | 235.41 | | | | | $ | 385.68 | | | | | $ | 529.53 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 118.27 | | | | | $ | 148.07 | | | | | $ | 139.49 | | | | | $ | 169.24 | | | | | $ | 191.43 | |

| November 2, 2020 - November 29, 2020 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 263,646,016 | |

| November 30, 2020 - January 3, 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 500,000,000 | | |

| January 4, 2021 - January 31, 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 500,000,000 | | |

The repurchase plan has no time limit.

| November 2, 2020 - November 29, 2020 | | | | | | 4,348 | | | | | | $ | 347.01 | | | | | 4,348 | | | | | | 4,669,317 | | |

| November 30, 2020 - January 3, 2021 | | | | | | 5,071 | | | | | | 352.51 | | | | | | 5,071 | | | | | | 4,664,246 | | |

| January 4, 2021 - January 31, 2021 | | | | | | 4,834 | | | | | | 352.43 | | | | | | 4,834 | | | | | | 4,659,412 | | |

| Total | | | | | | 14,253 | | | | | | | | | | | | 14,253 | | | | | | | | |

[Table [removed: o](#i6020f5b3b81c432e8c1c0401e9df00a0_7)[f Contents](#i6020f5b3b81c432e8c1c0401e9df00a0_7)][added: of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)]

| [Report of Independent Registered Public Accounting [removed: Firm](#i6020f5b3b81c432e8c1c0401e9df00a0_97)] [added: Firm (PCAOB ID](#ib7345d2432504c708b7d89d7fa21617b_136) 271[)](#ib7345d2432504c708b7d89d7fa21617b_136)] | | | [removed: [38](#i6020f5b3b81c432e8c1c0401e9df00a0_97)] [added: [39](#ib7345d2432504c708b7d89d7fa21617b_136)] | | |

| [Consolidated Balance [removed: Sheets](#i6020f5b3b81c432e8c1c0401e9df00a0_100)] [added: Sheets](#ib7345d2432504c708b7d89d7fa21617b_139)] | | | [removed: [41](#i6020f5b3b81c432e8c1c0401e9df00a0_100)] [added: [42](#ib7345d2432504c708b7d89d7fa21617b_139)] | | |

| [Consolidated Statements of Operations and Comprehensive [removed: Income](#i6020f5b3b81c432e8c1c0401e9df00a0_106)] [added: Income](#ib7345d2432504c708b7d89d7fa21617b_142)] | | | [removed: [42](#i6020f5b3b81c432e8c1c0401e9df00a0_106)] [added: [43](#ib7345d2432504c708b7d89d7fa21617b_142)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#i6020f5b3b81c432e8c1c0401e9df00a0_109)] [added: Equity](#ib7345d2432504c708b7d89d7fa21617b_145)] | | | [removed: [43](#i6020f5b3b81c432e8c1c0401e9df00a0_109)] [added: [44](#ib7345d2432504c708b7d89d7fa21617b_145)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i6020f5b3b81c432e8c1c0401e9df00a0_112)] [added: Flows](#ib7345d2432504c708b7d89d7fa21617b_148)] | | | [removed: [45](#i6020f5b3b81c432e8c1c0401e9df00a0_112)] [added: [46](#ib7345d2432504c708b7d89d7fa21617b_148)] | | |

| [Index for Notes to the Consolidated Financial [removed: Statements](#i6020f5b3b81c432e8c1c0401e9df00a0_115)] [added: Statements](#ib7345d2432504c708b7d89d7fa21617b_151)] | | | [removed: [46](#i6020f5b3b81c432e8c1c0401e9df00a0_115)] [added: [47](#ib7345d2432504c708b7d89d7fa21617b_151)] | | |

[Table [removed: o](#i6020f5b3b81c432e8c1c0401e9df00a0_7)[f Contents](#i6020f5b3b81c432e8c1c0401e9df00a0_7)][added: of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)]

We have audited the consolidated balance sheets of lululemon athletica inc. and its subsidiaries (together, the Company) as of January [removed: 31, 2021] [added: 30, 2022] and [removed: February 2, 2020,] [added: January 31, 2021,] and the related consolidated statements of operations and comprehensive income, [removed: stockholders’] [added: of stockholders'] equity and [added: of] cash flows for the 52-week [removed: period] [added: years] ended January [added: 30, 2022, January] 31, 2021, [removed: the 52-week period ended] [added: and] February 2, 2020, [removed: and the 53-week period ended February 3, 2019,] including the related notes, [removed: listed in the index] appearing under [removed: item 15(a)(1)] [added: Item 8] and the financial statement schedule [removed: listed in the index] appearing under [removed: Item 15(a)(2)] [added: Item15(a)(2) of the Company’s 2021 Annual Report on Form 10-K] (collectively referred to as the consolidated financial statements).

We also have audited the Company's internal control over financial reporting as of January [removed: 31, 2021,] [added: 30, 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control – Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January [removed: 31, 2021] [added: 30, 2022] and [removed: February 2, 2020,] [added: January 31, 2021,] and the results of its operations and its cash flows for the 52-week [removed: period] [added: years] ended January [added: 30, 2022, January] 31, [removed: 2021, the 52-week period ended February 2, 2020,] [added: 2021] and [removed: the 53-week period ended] February [removed: 3, 2019] [added: 2, 2020] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January [removed: 31, 2021,] [added: 30, 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control – Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control over Financial Reporting appearing under Item 9A of the Company’s [removed: 2020] [added: 2021] Annual Report on Form 10-K.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as [added: necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

As described in Notes 2 and 3 to the consolidated financial statements, [removed: inventory is] [added: inventories are] valued at the lower of cost and net realizable value, and management records a provision as necessary to appropriately value inventories that are obsolete, have quality issues, or are damaged.

As of January [removed: 31, 2021,] [added: 30, 2022,] the Company’s consolidated net inventories balance was [removed: $647.2 million] [added: $966.5 million,] inclusive of the inventory provision of [removed: $31.0] [added: $38.0] million.

The principal considerations for our determination that performing procedures relating to the inventory provision is a critical audit matter are [removed: (i) management identified] the [removed: matter as a critical accounting estimate; and (ii)] significant judgment [removed: was required] by management in determining the estimated net realizable value of inventories that are obsolete, have quality issues, or are damaged, which in turn led to [removed: significant audit effort and] a high degree of [removed: subjectivity] [added: auditor judgment, subjectivity, and effort] in [added: performing procedures and] evaluating audit evidence relating to the estimate.

These procedures also included, among [removed: others,] [added: others:] (i) observing the physical condition of inventories during inventory counts; (ii) evaluating the appropriateness of management’s process for developing the estimates of net realizable value; (iii) testing the reliability of reports used by management by agreeing to underlying records; (iv) testing the reasonableness of the assumptions about quality, damages, future demand, selling prices and market conditions by considering historical trends and consistency with evidence obtained in other areas of the audit; and [added: (v)] corroborating the assumptions with individuals within the product team.

[removed: *Acquisition of MIRROR – valuation of intangible assets*][added: | Intangible assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

The principal considerations for our determination that performing procedures relating to the [removed: valuation] [added: goodwill impairment assessment] of [removed: intangible assets in] the [removed: acquisition of] MIRROR [removed: –] [added: reporting unit] is a critical audit matter are (i) the [removed: high degree of auditor judgment and subjectivity in applying procedures relating to the fair value measurements of intangible assets acquired due to the] [added: significant] judgment by management when [removed: estimating] [added: developing] the fair [removed: values] [added: value] of the [removed: intangible assets;] [added: reporting unit;] (ii) [removed: significant audit] [added: the high degree of auditor judgment, subjectivity, and] effort in [added: performing procedures and] evaluating [added: management’s discounted cash flow model including] the [removed: significant] [added: key] assumptions [removed: relating] [added: related] to the [removed: intangible assets, such as the future] revenue growth rates, [removed: royalty rates,] [added: operating profit margins,] and the discount rate; and (iii) the audit effort [added: which] involved the use of professionals with specialized skill and knowledge.

These procedures also included, among [removed: others,] [added: others:] (i) [removed: reading the purchase agreement and (ii)] testing [removed: management’s] [added: management's] process for [removed: estimating] [added: developing] the [removed: fair values of intangible assets.]

Professionals with specialized skill and knowledge were used to assist in the evaluation of the [removed: royalty rates] [added: appropriateness of the Company’s discounted cash flow model] and [added: the reasonableness of the] discount rate [removed: assumptions.][added: assumption.]

[removed: |] /s/ PricewaterhouseCoopers LLP [removed: | | |]

[removed: |] Chartered Professional Accountants [removed: | | |]

[removed: |] Vancouver, Canada [removed: | | |]

| | | | | | | January [added: 30, 2022 | | | | | | January] 31, 2021 | | | | | | February 2, 2020 | | |

| Cash and cash [removed: equivalents] [added: equivalents, beginning of period] | | | | | | $ | 1,150,517 | | | | | $ | 1,093,505 | | [added: | | | $ | 881,320 | |]

| Accounts receivable | | | | | | [removed: 62,399] [added: 77,001] | | | | | | [removed: 40,219] [added: 62,399] | | |

| Inventories | | | | | | [removed: 647,230] [added: 966,481] | | | | | | [removed: 518,513] [added: 647,230] | | |

| Prepaid and receivable income taxes | | | | | | [removed: 139,126] [added: 118,928] | | | | | | [removed: 85,159] [added: 139,126] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 125,107] [added: 192,572] | | | | | | [removed: 70,542] [added: 125,107] | | |

| Property and equipment, net | | | | | | [removed: 745,687] [added: 927,710] | | | | | | [removed: 671,693] [added: 745,687] | | |

| Right-of-use lease assets | | | | | | [removed: 734,835] [added: 803,543] | | | | | | [removed: 689,664] [added: 734,835] | | |

| Goodwill | | | | | | [removed: 386,877] [added: 386,880] | | | | | | [removed: 24,182] [added: 386,877] | | |

| Intangible assets, net | | | | | | [removed: 80,080] [added: 71,299] | | | | | | [removed: 241] [added: 80,080] | | |

| Deferred income tax assets | | | | | | [removed: 6,731] [added: 6,091] | | | | | | [removed: 31,435] [added: 6,731] | | |

| Other non-current assets | | | | | | [removed: 106,626] [added: 132,102] | | | | | | [removed: 56,201] [added: 106,626] | | |

| Accounts payable | | | | | | $ | [removed: 172,246] [added: 289,728] | | | | | $ | [removed: 79,997] [added: 172,246] | |

| Accrued inventory liabilities | | | | | | [removed: 14,956] [added: 4,005] | | | | | | [removed: 6,344] [added: 14,956] | | |

| Accrued compensation and related expenses | | | | | | [removed: 130,171] [added: 204,921] | | | | | | [removed: 133,688] [added: 130,171] | | |

| Current lease liabilities | | | | | | [removed: 166,091] [added: 188,996] | | | | | | [removed: 128,497] [added: 166,091] | | |

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

*Goodwill Impairment Assessment – MIRROR Reporting Unit*

As described in Notes 2 and 7 to the consolidated financial statements, the Company’s goodwill balance allocated to the MIRROR reporting unit was $362.5 million as of January 30, 2022.

Goodwill is tested annually for impairment on the first day of the fourth quarter, or more frequently when an event or circumstance indicates that goodwill might be impaired.

Generally, management first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.

If factors indicate that this is the case, management then estimates the fair value of the related reporting unit.

As of November 1, 2021, management performed a quantitative impairment analysis of the MIRROR reporting unit and concluded that the fair value of the MIRROR reporting unit exceeded its carrying value, and no impairment was recognized.

The fair value of the MIRROR reporting unit was estimated by management by using a discounted cash flow model.

The key assumptions used in the discounted cash flow model are the revenue growth rates, operating profit margins, and the discount rate.

These procedures included testing the effectiveness of controls relating to management's annual goodwill impairment assessment, including controls over the fair value estimate of the MIRROR reporting unit.

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

fair value estimate; (ii) testing the completeness and accuracy of the underlying data used in the discounted cash flow model; (iii) and evaluating the reasonableness of the key assumptions used by management related to the revenue growth rates, operating profit margins, and the discount rate.

Evaluating the reasonableness of the revenue growth rates and operating profit margins involved considering (i) the current and past performance of the reporting unit; (ii) the performance of peer companies; (iii) the consistency with economic and industry forecasts; and (iv) whether these assumptions were consistent with evidence obtained in other areas of the audit.

March 29, 2022

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

| Cash and cash equivalents | | | | | | $ | 1,259,871 | | | | | $ | 1,150,517 | |

| | | | | | | 2,614,853 | | | | | | 2,124,379 | | |

| | | | | | | $ | 4,942,478 | | | | | $ | 4,185,215 | |

| Accrued liabilities and other | | | | | | 330,800 | | | | | | 226,867 | | |

| | | | | | | 1,405,334 | | | | | | 883,178 | | |

| | | | | | | 2,202,432 | | | | | | 1,626,649 | | |

| | | | | | | 2,740,046 | | | | | | 2,558,566 | | |

| | | | | | | $ | 4,942,478 | | | | | $ | 4,185,215 | |

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

| Net investment hedge gains (losses) | | | | | | 9,732 | | | | | | (25,305) | | | | | | 2,222 | | |

| Other comprehensive income (loss), net of tax | | | | | | (18,762) | | | | | | 47,426 | | | | | | (7,773) | | |

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

| Other comprehensive income (loss), net of tax | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (7,773) | | | | | | (7,773) | | |

| Other comprehensive income (loss), net of tax | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 47,426 | | | | | | 47,426 | | |

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 975,322 | | | | | | | | | | | | 975,322 | | |

| Other comprehensive income (loss), net of tax | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (18,762) | | | | | | (18,762) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Repurchase of common stock | | | | | | | | | | | | | | | | | | | | | | | | (2,202) | | | | | | (11) | | | | | | (3,681) | | | | | | (808,910) | | | | | | | | | | | | (812,602) | | |

| Balance as of January 30, 2022 | | | | | | 5,203 | | | | | | 5,203 | | | | | | $ | — | | | | | 123,297 | | | | | | $ | 616 | | | | | $ | 422,507 | | | | | $ | 2,512,840 | | | | | $ | (195,917) | | | | | $ | 2,740,046 | |

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

| Net income | | | | | | $ | 975,322 | | | | | $ | 588,913 | | | | | $ | 645,596 | |

| Accrued liabilities and other | | | | | | 103,878 | | | | | | 99,161 | | | | | | 4,678 | | |

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

| Note 3 | | | [Inventories](#ib7345d2432504c708b7d89d7fa21617b_163) | | | [55](#ib7345d2432504c708b7d89d7fa21617b_163) | | |

*Change in Accounting Principle*

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases as of February 4, 2019.

necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

As described in Notes 1, 2 and 6 to the consolidated financial statements, the Company completed the acquisition of Curiouser Products Inc., dba MIRROR, ("MIRROR") for net consideration of $452.6 million in 2020 which resulted in $85.0 million of intangible assets being recorded.

The fair values of intangible assets were based upon valuation techniques including discounted cash flows, relief from royalty, and replacement cost methods.

Management applied judgment in estimating the fair values of intangible assets acquired, which involved the use of significant estimates and assumptions with respect to future revenue growth rates, royalty rates, and the discount rate.

These procedures included testing the effectiveness of controls relating to the valuation of intangible assets, including controls over management’s development of the future revenue growth rates, royalty rates, and discount rate assumptions utilized in the valuation of the intangible assets.

Testing management’s process included evaluating the appropriateness of the valuation methods, testing the completeness and accuracy of data provided by management, and evaluating the reasonableness of significant assumptions related to the future revenue growth rates, royalty rates and discount rate assumptions for the intangible assets.

Evaluating the reasonableness of the future revenue growth rates involved considering the past performance of the acquired business, as well as economic and industry forecasts.

| | | |

| --- | --- | --- |

| March 30, 2021 | | |

| | | | | | | 2,124,379 | | | | | | 1,807,938 | | |

| | | | | | | $ | 4,185,215 | | | | | $ | 3,281,354 | |

| Other accrued liabilities | | | | | | 211,911 | | | | | | 112,641 | | |

| | | | | | | 883,178 | | | | | | 620,418 | | |

| | | | | | | 1,626,649 | | | | | | 1,329,136 | | |

| | | | | | | 2,558,566 | | | | | | 1,952,218 | | |

| | | | | | | | | | | | | | | | | | | | | |

| Balance as of January 28, 2018 | | | | | | 9,781 | | | | | | 9,781 | | | | | | $ | — | | | | | 125,650 | | | | | | $ | 628 | | | | | $ | 284,253 | | | | | $ | 1,455,002 | | | | | $ | (142,923) | | | | | $ | 1,596,960 | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 483,801 | | | | | | | | | | | | 483,801 | | |

| Common stock issued upon exchange of exchangeable shares | | | | | | (449) | | | | | | (449) | | | | | | — | | | | | | 449 | | | | | | 2 | | | | | | (2) | | | | | | | | | | | | | | | | | | — | | |

| Repurchase of common stock | | | | | | | | | | | | | | | | | | | | | | | | (4,940) | | | | | | (25) | | | | | | (6,402) | | | | | | (591,913) | | | | | | | | | | | | (598,340) | | |

| Foreign currency translation adjustment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (7,773) | | | | | | (7,773) | | |

| Foreign currency translation adjustment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 47,426 | | | | | | 47,426 | | |

| Accrued inventory liabilities | | | | | | 8,046 | | | | | | (9,598) | | | | | | 4,312 | | |

| Cash and cash equivalents, beginning of period | | | | | | $ | 1,093,505 | | | | | $ | 881,320 | | | | | $ | 990,501 | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Note 3 | | | [Inventories](#i6020f5b3b81c432e8c1c0401e9df00a0_130) | | | [55](#i6020f5b3b81c432e8c1c0401e9df00a0_130) | | |

| Note 6 | | | [Acquisition](#i6020f5b3b81c432e8c1c0401e9df00a0_1922) | | | [55](#i6020f5b3b81c432e8c1c0401e9df00a0_133) | | |

| Note 7 | | | [Goodwill](#i6020f5b3b81c432e8c1c0401e9df00a0_1909) | | | [5](#i6020f5b3b81c432e8c1c0401e9df00a0_1909)[7](#i6020f5b3b81c432e8c1c0401e9df00a0_1909) | | |

| Note 16 | | | [Leases](#i6020f5b3b81c432e8c1c0401e9df00a0_166) | | | [64](#i6020f5b3b81c432e8c1c0401e9df00a0_166) | | |

In February 2020, the Company temporarily closed all of its retail locations in Mainland China, and in March 2020, the Company temporarily closed all of its retail locations in North America, Europe, and certain countries in Asia Pacific.

The stores in Mainland China reopened during the first quarter of fiscal 2020, and stores in other markets began reopening in accordance with local government and public health authority guidelines during the second quarter of fiscal 2020.

The Company's distribution centers and most of its open retail locations are operating with restrictive and precautionary measures in place such as reduced operating hours, physical distancing, enhanced cleaning and sanitation, and limited occupancy levels.

The Financial Accounting Standards Board ("FASB") issued guidance in April 2020 in relation to accounting for lease concessions made in connection with the effects of COVID-19.

In accordance with this guidance, the Company has elected to treat COVID-19-related lease concessions as variable lease payments.

The Company is actively negotiating commercially reasonable lease concessions.

Lease concessions of $9.1 million were recognized during fiscal 2020.

[Table [removed: o](#i6020f5b3b81c432e8c1c0401e9df00a0_7)[f Contents](#i6020f5b3b81c432e8c1c0401e9df00a0_7)][added: of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)]

Based on this evaluation, management concluded that we maintained effective internal control over financial reporting as of January [removed: 31, 2021.][added: 30, 2022.]

The effectiveness of our internal control over financial reporting as of January [removed: 31, 2021] [added: 30, 2022] has been audited by PricewaterhouseCoopers LLP our independent registered public accounting firm, as stated in their report in Item 8 of Part II of this Form 10-K.

There were no changes in our internal control over financial reporting during the fourth quarter of [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table [removed: o](#i6020f5b3b81c432e8c1c0401e9df00a0_7)[f Contents](#i6020f5b3b81c432e8c1c0401e9df00a0_7)][added: of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)]

Not applicable.

On March 24, 2021, our board of directors amended and restated our bylaws.

The amendments are designed to update and modernize the bylaws to (1) conform them to the General Corporation Law, (2) reflect recent developments in public company governance, (3) remove certain outdated provisions and eliminate redundancies, (4) clarify certain corporate procedures, and (5) conform language and style.

The amended and restated bylaws include amendments to:

- clarify the provisions for stockholder meetings, including those held solely by means of remote communications;

- update the provisions governing the notice of stockholder meetings;

- update and modernize the provisions governing stockholder lists;

- update and modernize the procedures for meetings of the board of directors, including notice of meetings;

- update and modernize the provisions governing board action by written consent;

- require that any delayed effectiveness of officer or director resignations be subject to the approval of the board of directors;

- update, modernize, and clarify the provisions regarding the Board chair;

- update and modernize provisions regarding the committees of the board of directors;

- update and modernize the provisions governing the indemnification of officers and directors of the company, including providing that the company is required to indemnify (and advance expenses to) officers and directors to the fullest extent permitted by applicable law; and

- make certain other updates, clarifications, and administerial and conforming changes.

The foregoing description of the amended and restated bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the amended and restated bylaws, a copy of which is attached as Exhibit 3.5 and incorporated by reference herein.

The information required by this item concerning our directors, director nominees and Section 16 beneficial ownership reporting compliance is incorporated by reference to our definitive Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders under the captions "Election of Directors," "Executive Officers," and "Corporate Governance," and, to the extent necessary, under the caption "Delinquent Section 16(a) Reports."

The information required by this item is incorporated by reference to our [removed: 2021] [added: 2022] Proxy Statement under the captions "Executive Compensation" and "Executive Compensation Tables."

The information required by this item is incorporated by reference to our [removed: 2021] [added: 2022] Proxy Statement under the caption "Principal Stockholders and Stock Ownership by Management."

Equity Compensation Plan Information (as of January [removed: 31, 2021)][added: 30, 2022)]

(1)This amount represents the following: (a) [removed: 804,307] [added: 788,988] shares subject to outstanding options, (b) [removed: 199,085] [added: 166,753] shares subject to outstanding performance-based restricted stock units, [removed: (c) 274,707 shares subject to outstanding restricted stock units,] and [removed: (d) 14,926] [added: (c) 238,313] shares subject to outstanding restricted stock [removed: units that settle in cash or common stock at the election of the employee.][added: units.]

The options, performance-based restricted stock [removed: units] [added: units,] and restricted stock units are all under our [removed: 2007 Equity Incentive Plan or our] 2014 Equity Incentive Plan.

(3)This includes (a) [removed: 12,949,072] [added: 12,635,419] shares of our common stock available for future issuance under our 2014 Equity Incentive Plan and (b) [removed: 4,659,412] [added: 4,591,652] shares of our common stock available for future issuance under our Employee Share Purchase Plan.

[Table [removed: o](#i6020f5b3b81c432e8c1c0401e9df00a0_7)[f Contents](#i6020f5b3b81c432e8c1c0401e9df00a0_7)][added: of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)]

| Equity compensation plans approved by stockholders | | | | | | 1,194,054 | | | | | | $ | 186.10 | | | | | 17,227,071 | | |

| Total | | | | | | 1,194,054 | | | | | | $ | 186.10 | | | | | 17,227,071 | | |

| Equity compensation plans approved by stockholders | | | | | | 1,293,025 | | | | | | $ | 139.27 | | | | | 17,608,484 | | |

| Total | | | | | | 1,293,025 | | | | | | $ | 139.27 | | | | | 17,608,484 | | |

The information required by this item is incorporated by reference to our [removed: 2021] [added: 2022] Proxy Statement under the captions "Certain Relationships and Related Party Transactions" and "Corporate Governance."

The information required by this item is incorporated by reference to our [removed: 2021] [added: 2022] Proxy Statement under the caption "Fees for Professional Services."

[Table [removed: o](#i6020f5b3b81c432e8c1c0401e9df00a0_7)[f Contents](#i6020f5b3b81c432e8c1c0401e9df00a0_7)][added: of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)]

| For the year ended February [removed: 3, 2019] [added: 2, 2020] | | | | | | $ | [removed: (310)] [added: (1,194)] | | | | | $ | [removed: (13,597)] [added: (12,593)] | | | | | $ | [removed: 12,713] [added: 11,712] | | | | | $ | [removed: (1,194)] [added: (2,075)] | |

| For the year ended February 2, 2020 | | | | | | [removed: (1,194)] [added: $] | [added: (11,318)] | | | | | [removed: (12,593)] [added: $] | [added: (1,579)] | | | | | [removed: 11,712] [added: $] | [added: —] | | | | | [removed: (2,075)] [added: $] | [added: (12,897)] | |

| For the year ended February [removed: 3, 2019] [added: 2, 2020] | | | | | | $ | [removed: (9,303)] [added: (7,552)] | | | | | $ | [removed: (2,453)] [added: (5,363)] | | | | | $ | [removed: 4,204] [added: 2,533] | | | | | $ | [removed: (7,552)] [added: (10,382)] | |

| For the year ended February 2, 2020 | | | | | | [removed: (7,552)] [added: $] | [added: (507)] | | | | | [removed: (5,363)] [added: $] | [added: (5,148)] | | | | | [removed: 2,533] [added: $] | [added: —] | | | | | [removed: (10,382)] [added: $] | [added: (5,655)] | |

| For the year ended February [removed: 3, 2019] [added: 2, 2020] | | | | | | $ | [removed: (5,520)] [added: (7,343)] | | | | | $ | [removed: (22,912)] [added: (28,313)] | | | | | $ | [removed: 21,089] [added: 26,047] | | | | | $ | [removed: (7,343)] [added: (9,609)] | |

[Table [removed: o](#i6020f5b3b81c432e8c1c0401e9df00a0_7)[f Contents](#i6020f5b3b81c432e8c1c0401e9df00a0_7)][added: of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)]

| 3.5 | | | | | | [Bylaws of lululemon athletica inc.](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000009/lulu-20210131xex35.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 3.5] | | | | | | [added: 001-33608] | | | | | | [added: 3/30/2021] | | |

| 10.14* | | | | | | [Outside Director Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/1397187/000139718719000072/lulu-20191103xex101.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1397187/000139718722000014/lulu-20220130xex1014.htm)] | | | | | | [added: X] | | | | | | [removed: 10-Q] | | | | | | [removed: 10.1] | | | | | | [removed: 001-33608] | | | | | | [removed: 12/11/2019] | | |

| 10.21* | | | | | | [Executive Employment Agreement, [removed: effective as of January 20, 2020,] [added: effective](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000039/lulu-20211031xex101.htm) [](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000039/lulu-20211031xex101.htm)[September 20,](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000039/lulu-20211031xex101.htm) [202](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000039/lulu-20211031xex101.htm)[1](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000039/lulu-20211031xex101.htm)[,] between lululemon athletica inc. and Nicole [removed: Neuburger](https://www.sec.gov/Archives/edgar/data/1397187/000139718720000012/lulu-20200202xex1023.htm)] [added: Neuburger](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000039/lulu-20211031xex101.htm)] | | | | | | | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 10.23] [added: 10.1] | | | | | | 001-33608 | | | | | | [removed: 3/26/2020] [added: 12/09/2021] | | |

| 10.22* | | | | | | [Executive Employment Agreement, effective as of January 4, 2021, between lululemon athletica UK ltd. and Andre Maestrini](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000009/lulu-20210131xex1022.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 10.22] | | | | | | [added: 001-33608] | | | | | | [added: 3/30/2021] | | |

| 10.23 | | | | | | [Credit Agreement, dated [removed: as of] December [removed: 15, 2016,] [added: 14, 2021,] among lululemon athletica inc., lululemon athletica canada inc., Lulu Canadian Holding, Inc. and lululemon usa inc., as borrowers, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, HSBC Bank Canada, as syndication agent and letter of credit [removed: issuer, and each other lender party thereto.](http://www.sec.gov/Archives/edgar/data/1397187/000139718716000137/lulu-20161215xex101.htm)] [added: issuer,](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000041/lulu-20211214xex101.htm) [](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000041/lulu-20211214xex101.htm)[BOFA Securities, Inc., as sustainability coordinator, and](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000041/lulu-20211214xex101.htm) [the](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000041/lulu-20211214xex101.htm) [other lender](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000041/lulu-20211214xex101.htm)[s](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000041/lulu-20211214xex101.htm) [party thereto.](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000041/lulu-20211214xex101.htm)] | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 001-33608 | | | | | | [removed: 12/21/2016] [added: 12/17/2021] | | |

| 21.1 | | | | | | [Significant subsidiaries of lululemon athletica [removed: inc.](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000009/lulu-20210131xex211.htm)] [added: inc.](https://www.sec.gov/Archives/edgar/data/1397187/000139718722000014/lulu-20220130xex211.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000009/lulu-20210131xex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1397187/000139718722000014/lulu-20220130xex231.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.1 | | | | | | [Certification of principal executive officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000009/lulu-20210131xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718722000014/lulu-20220130xex311.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.2 | | | | | | [Certification of principal financial and accounting officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000009/lulu-20210131xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718722000014/lulu-20220130xex312.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32.1 | | | | | | [Certification of principal executive officer and principal financial and accounting officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000009/lulu-20210131xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718722000014/lulu-20220130xex321.htm)] | | | | | | [added: X] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 101 | | | | | | The following financial statements from the Company's 10-K for the fiscal year ended January [removed: 31, 2021,] [added: 30, 2022,] formatted in iXBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Consolidated Financial Statements | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| For the year ended January 30, 2022 | | | | | | (983) | | | | | | (22,281) | | | | | | 20,948 | | | | | | (2,316) | | |

| For the year ended January 30, 2022 | | | | | | (12,377) | | | | | | (1,410) | | | | | | 2,462 | | | | | | (11,325) | | |

| For the year ended January 30, 2022 | | | | | | (17,609) | | | | | | (31,807) | | | | | | 25,012 | | | | | | (24,404) | | |

| For the year ended January 30, 2022 | | | | | | (32,560) | | | | | | (9,130) | | | | | | — | | | | | | (41,690) | | |

| For the year ended January 30, 2022 | | | | | | (6,464) | | | | | | — | | | | | | 3,660 | | | | | | (2,804) | | |

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

| For the year ended February 2, 2020 | | | | | | (7,343) | | | | | | (28,313) | | | | | | 26,047 | | | | | | (9,609) | | |

| For the year ended February 3, 2019 | | | | | | $ | (6,293) | | | | | $ | (5,025) | | | | | $ | — | | | | | $ | (11,318) | |

| For the year ended February 2, 2020 | | | | | | (11,318) | | | | | | (1,579) | | | | | | — | | | | | | (12,897) | | |

| For the year ended February 3, 2019 | | | | | | $ | (1,843) | | | | | $ | (427) | | | | | $ | 1,763 | | | | | $ | (507) | |

| For the year ended February 2, 2020 | | | | | | (507) | | | | | | (5,148) | | | | | | — | | | | | | (5,655) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | |

| Exhibit No. | | | | | | Exhibit Title | | | | | | Filed Herewith | | | | | | Form | | | | | | Exhibit No. | | | | | | File No. | | | | | | Filing Date | | |

| 10.24 | | | | | | [Amendment No. 1 to Credit Agreement, dated June 6, 2018, among lululemon athletica inc. and the other parties thereto](http://www.sec.gov/Archives/edgar/data/1397187/000139718718000034/lulu-20180606xex101.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 6/6/2018 | | |

[Table [removed: o](#i6020f5b3b81c432e8c1c0401e9df00a0_7)[f Contents](#i6020f5b3b81c432e8c1c0401e9df00a0_7)][added: of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)]

| | | | Date: | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/ CALVIN MCDONALD | | | | | | Chief Executive Officer and Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/ MEGHAN FRANK | | | | | | Chief Financial Officer | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/ GLENN MURPHY | | | | | | Director, Board Chair | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/ MICHAEL CASEY | | | | | | Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/ STEPHANIE FERRIS | | | | | | Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/ KOURTNEY GIBSON | | | | | | Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/ KATHRYN HENRY | | | | | | Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/ JON MCNEILL | | | | | | Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/ MARTHA A.M. MORFITT | | | | | | Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/ DAVID M. MUSSAFER | | | | | | Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| /s/ EMILY WHITE | | | | | | Director | | | | | | March [removed: 30, 2021] [added: 29, 2022] | | |

| 3.5 | | | | | | Bylaws of lululemon athletica inc. | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 3.5] | | | | | | [added: 001-33608] | | | | | | [added: 3/30/2021] | | |

| 10.14* | | | | | | Outside Director Compensation Plan | | | | | | [added: X] | | | | | | [removed: 10-Q] | | | | | | [removed: 10.1] | | | | | | [removed: 001-33608] | | | | | | [removed: 12/11/2019] | | |

| 10.21* | | | | | | Executive Employment Agreement, effective [removed: as of January] [added: September] 20, [removed: 2020,] [added: 2021,] between lululemon athletica inc. and Nicole Neuburger | | | | | | | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 10.23] [added: 10.1] | | | | | | 001-33608 | | | | | | [removed: 3/26/2020] [added: 12/09/2021] | | |

| 10.22* | | | | | | Executive Employment Agreement, effective as of January 4, 2021, between lululemon athletica UK ltd. and Andre Maestrini | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 10.22] | | | | | | [added: 001-33608] | | | | | | [added: 3/30/2021] | | |

| 10.23 | | | | | | Credit Agreement, dated [removed: as of] December [removed: 15, 2016,] [added: 14, 2021,] among lululemon athletica inc., lululemon athletica canada inc., Lulu Canadian Holding, Inc. and lululemon usa inc., as borrowers, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, HSBC Bank Canada, as syndication agent and letter of credit issuer, [added: BOFA Securities, Inc., as sustainability coordinator,] and [removed: each] [added: the] other [removed: lender] [added: lenders] party thereto. | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 001-33608 | | | | | | [removed: 12/21/2016] [added: 12/17/2021] | | |

| 32.1 | | | | | | Certification of principal executive officer and principal financial and accounting officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | [added: X] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 101 | | | | | | The following financial statements from the Company's 10-K for the fiscal year ended January [removed: 31, 2021,] [added: 30, 2022,] formatted in iXBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Consolidated Financial Statements | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

| /s/ ALISON LOEHNIS | | | | | | Director | | | | | | March 29, 2022 | | |

| Alison Loehnis | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | | | |

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

| /s/ TRICIA GLYNN | | | | | | Director | | | | | | March 30, 2021 | | |

| Tricia Glynn | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.24 | | | | | | Amendment No. 1 to Credit Agreement, dated June 6, 2018, among lululemon athletica inc. and the other parties thereto | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 6/6/2018 | | |