lululemon athletica (LULU) 10-K risk factor changes: FY2022 vs FY2021

[removed: Our brand and reputation could] be adversely affected if we fail to achieve these objectives, if our public image was to be tarnished by negative publicity, which could be amplified by social media, if we fail to deliver innovative and high quality products acceptable to our guests, or if we face or mishandle a product recall.

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

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

The [added: recent] COVID-19 pandemic [removed: has] negatively impacted the global economy, disrupted consumer spending and global supply chains, and created significant volatility and disruption of financial markets.

[removed: These measures include] [added: Such events could cause health officials to impose] restrictions [added: and recommend precautions to mitigate the health crisis] such as [added: the temporary closure of our stores,] limitations on the number of guests allowed in our stores at any single time, minimum physical distancing requirements, and limited operating hours.

[removed: There is uncertainty over] [added: A health event such as] the [removed: impact of] COVID-19 [removed: on the U.S., Canadian,] [added: pandemic could also negatively impact our employees, guests,] and [removed: global economies,] [added: brand by reducing] consumer willingness to visit stores, malls, and lifestyle centers, and employee willingness to staff our [removed: stores as the pandemic continues and if there are future resurgences.][added: stores.]

[removed: The] [added: A global or regional health event such as the] COVID-19 pandemic [removed: also has the potential to] [added: could] significantly [added: and adversely] 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.

Our [removed: MIRROR] [added: lululemon Studio] 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 [removed: MIRROR,] [added: lululemon Studio,] often have issues that can unexpectedly interfere with the intended operation of hardware or software products.

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 [removed: MIRROR] [added: lululemon Studio] products are injured.

We operate in a highly competitive market and [removed: the size and resources of some of] our competitors may [removed: allow them to] compete more effectively than we can, resulting in a loss of our market share and a decrease in our net revenue and profitability.

Many of our competitors have significant competitive advantages, including longer operating histories, larger and broader customer bases, more established relationships with a broader set of suppliers, greater brand recognition and greater financial, research and development, store development, [removed: marketing, distribution, and other resources than we do.]

These [added: and other] factors [added: have, and] may [added: in the future,] cause us to experience increased costs, reduce our prices to consumers or experience reduced sales in response to increased prices, any of which could cause our operating margin to decline if we are unable to offset these factors with reductions in operating costs and could have a material adverse effect on our financial condition, operating results, and cash flows.

[added: 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 [removed: unexpected effects on inventory supply] [added: global economic concerns such as inflation, an economic downturn, or delays] and [removed: consumer demand caused by the current COVID-19 coronavirus pandemic),] [added: disruptions resulting from local] and [added: international shipping delays and labor shortages), and] weakening of economic conditions or consumer confidence in future economic conditions (for example, because of inflationary pressures, or because of sanctions, restrictions, and other responses related to geopolitical events).

This [removed: integration] may [added: also] divert the attention of management and cause additional expenses.

[removed: In addition, we] [added: We] may, from time to time, evaluate and pursue other strategic investments or acquisitions.

[removed: This] [added: Global economic and political conditions] could adversely impact our results of [removed: operations.][added: operations.]

Our leases generally have initial terms of between [removed: five] [added: two] and 15 years, and generally can be extended in [removed: five-year] increments [added: between two and five years,] if at all.

Our annual net revenue is [added: typically] 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.

Disruption of our supply chain capabilities due to trade restrictions, political instability, severe weather, natural disasters, public health [removed: crises such as the ongoing COVID-19 pandemic,] [added: crises,] war, terrorism, product recalls, labor supply [added: shortages] 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.

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

We do not manufacture our products or [removed: the] raw materials [removed: for them] and rely [removed: instead] on [removed: suppliers.][added: suppliers and manufacturers located predominantly in the Asia Pacific region, including the PRC.]

[removed: During 2021, approximately 40%] [added: - Approximately 39%] of our products were manufactured in Vietnam, [removed: 17%] [added: 14%] in Cambodia, [removed: 11%] [added: 12%] in Sri Lanka, [removed: 7%] [added: 8%] in [removed: the PRC, including 2%] [added: Bangladesh, and 7%] in [removed: Taiwan,] [added: Indonesia,] and the remainder in other regions.

[removed: We work] [added: During 2022, we worked] with [removed: a group of] approximately [removed: 65] [added: 45 vendors to manufacture our products and 60] suppliers to provide the [removed: fabrics] [added: fabric] for our products.

[removed: In 2021,] [added: - Approximately] 56% of our fabrics were produced by our top five fabric suppliers, [removed: and] the largest [removed: single manufacturer] [added: of which] produced approximately [removed: 27%] [added: 21%] of fabric used.

[removed: During 2021, approximately 48%] [added: - Approximately 43%] of [added: the fabric used in] our [removed: fabrics] [added: products] originated from Taiwan, 19% from [removed: Mainland China, 11%] [added: China Mainland, 16%] from Sri Lanka, and the remainder from other regions.

We also source other [removed: raw] materials [removed: which are] used in our products, including items such as content labels, elastics, buttons, clasps, and [removed: drawcords] [added: drawcords,] from suppliers located [removed: predominantly] [added: primarily] in [removed: the Asia Pacific] [added: this] region.

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

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

In addition, [removed: ongoing impacts of the pandemic,] political instability, trade relations, sanctions, [removed: 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.

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

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

[added: labor shortages and increases in labor costs, labor disputes, pandemics, the impacts of climate change, 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.

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

To date, these attacks have not had a material impact on our operations, but they may have [removed: an] [added: a material] impact in the future.

[removed: In addition,] we have e-commerce websites in the United States, Canada, and internationally.

[added: Our 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.

We could also incur additional costs and require additional resources to monitor, [removed: report, and comply with various ESG practices.]

Our brand and reputation could

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marketing, distribution, and other resources than we do.

We may fail to acknowledge or react appropriately to the entry or growth of a viable competitor or disruptive force, and could struggle to continue to innovate, differentiate, and sustain the growth of our brand.

The increasing dominance and presence of our brand may also drive guests towards alternative emerging competitors.

We may not have relevant data to effectively understand and react to consumer preferences and expectations.

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If we are unable to successfully maintain and evolve our unique corporate culture, offer competitive compensation and benefits, and a desirable work model, we may be unable to attract and retain highly qualified individuals to support our business and continued growth.

Our work model may not meet the needs and expectations of our employees and may not be perceived as favorable compared to other companies.

We also face risks related to employee engagement and productivity.

We rely on international suppliers and any significant disruption to our supply chain could impair our ability to procure or distribute our products.

Based on cost, during 2022:

Our supply chain capabilities may be disrupted due to these or other factors, such as severe weather, natural disasters, war or other military conflicts, terrorism, labor supply shortages or stoppages, the financial or operational instability of key suppliers or the countries in which they operate, or changes in diplomatic or trade relationships (including any sanctions, restrictions, and other responses to geopolitical events).

Any significant disruption in our supply chain capabilities could impair our ability to procure or distribute our products, which would adversely affect our business and results of operations.

A relatively small number of vendors supply and manufacture a significant portion of our products, and losing one or more of these vendors could adversely affect our business and results of operations.

Based on cost, during 2022:

- Approximately 56% of our products were manufactured by our top five vendors, the largest of which produced approximately 15% of our products; and

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In addition,

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report, and comply with various ESG practices.

Our financial condition could be adversely affected by global or regional health events such as the COVID-19 pandemic and related government, private sector, and individual consumer responsive actions.

A global or regional health event may also cause long-term changes to consumer shopping behavior, preferences and demand for our products that may have a material adverse effect on our business.

Countries impose,

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The Uyghur Forced Labor Prevention Act and other similar legislation may lead to greater supply chain compliance costs and delays to us and to our vendors.

Generally, exchange transactions by our exchangeable shareholders result in an increase in the amount of paid-up-capital in our Canadian subsidiaries and so increase the amount which can be repatriated free of Canadian withholding taxes.

During 2022, the net investment in our Canadian subsidiaries, which was not indefinitely reinvested, exceeded the paid-up capital and therefore we have accrued for Canadian withholding taxes on the portion of our net investment which we expect to be unable to repatriate free of withholding tax.

Absent any transactions by our exchangeable shareholders or any changes to the permanently reinvested amounts, and if our Canadian subsidiaries continues to accumulate profits, we will record additional deferred tax liabilities for Canadian withholding taxes on the amount in excess of the paid-up capital balance, and our effective tax rate will increase.

As a result, we expect the effective tax rate to increase in 2023.

This APA

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Certain provisions of the recently enacted Inflation Reduction Act, including a 15% corporate alternative minimum tax, as well as the similar 15% global minimum tax under the Organization for Economic Cooperation and Development's Pillar Two Global Anti-Base Erosion Rules, may impact our income tax expense, profitability, and capital allocation decisions.

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Accordingly, our exposure to damages resulting from infringement claims

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intellectual property, if these efforts are not successful the value of our brand may be harmed.

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 spread of COVID-19 has caused health officials to impose restrictions and recommend precautions to mitigate the spread of the virus, especially when congregating in heavily populated areas, such as malls and lifestyle centers.

Our stores have experienced temporary closures, and we have implemented precautionary measures in line with guidance from local authorities in the stores that are open.

We do not know how the measures recommended by local authorities or implemented by us may change over time or what the duration of these restrictions will be.

Further resurgences in COVID-19 cases, including from variants, could cause additional restrictions, including temporarily closing all or some of our stores again.

An outbreak at one of our locations, even if we follow appropriate precautionary measures, could negatively impact our employees, guests, and brand.

There is also uncertainty regarding potential long-term changes to consumer shopping behavior and preferences and whether consumer demand will recover when restrictions are lifted.

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.

The COVID-19 situation is changing rapidly and the extent to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and its variants and the actions taken to contain it or treat its impact, including vaccinations.

The COVID-19 pandemic has shifted guest shopping preferences away from brick-and-mortar and towards digital platforms.

In contrast to our grassroots community-based marketing approach, many of our competitors promote their brands through traditional forms of advertising, such as print media and television commercials, and through celebrity endorsements, and have substantial resources to devote to such efforts.

Our competitors may also create and maintain brand awareness using traditional forms of advertising more quickly than we can.

Our competitors may also be able to increase sales in their new and existing markets faster than we do by emphasizing different distribution channels than we do, such as catalog sales or an extensive franchise network.

Even if we are successful in anticipating consumer preferences,

We may not realize the potential benefits and synergies sought with the acquisition of MIRROR.

During 2020, we acquired MIRROR as part of our growth plan, which includes driving business through omni-guest experiences.

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

Further, the expected synergies between lululemon and MIRROR, such as those related to our connections with our guests and communities as well as our store and direct to consumer infrastructure, may not materialize.

A significant portion of the purchase price was allocated to goodwill and if our acquisition does not yield expected returns, we may be required to record impairment charges, which would adversely affect our results of operations.

Our management team has limited experience in addressing the challenges of integrating management teams, strategies, cultures, and organizations of two companies.

Management also has limited experience outside of the retail industry, including with the specialized hardware and software sold and licensed by MIRROR.

If MIRROR has inadequate or ineffective controls and procedures, our

internal control over financial reporting could be adversely impacted.

The acquisition may not be well received by the customers or employees of either company, and this could hurt our brand and result in the loss of key employees.

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

The acquisition of MIRROR may also divert management time and other resources away from our existing business.

The acquisition of MIRROR or other strategic investments or acquisitions may not create value and may harm our brand and adversely affect our business, financial condition, and results of operations.

We may not be able to grow the MIRROR business and have it achieve profitability.

We may be unable to attract and retain subscribers to MIRROR.

If we do not provide the delivery and installation service that our guests expect, offer engaging and innovative classes, and support and continue to improve the technology used, we may not be able to maintain and grow the number of subscribers.

We are dependent on 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 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.

Competition, including from other in-home fitness providers as well as in-person fitness studios, and trends of consumer preferences, could also impact the level of subscriptions and therefore 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 $6.3 billion in 2021.

We may not be able to successfully open new store locations in a timely manner, if at all, which could harm our results of operations.

Our growth will largely depend on our ability to successfully open and operate new stores.

We may be unsuccessful in identifying new 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, political instability, inflationary pressures, or other economic conditions, which could have a material adverse effect on us.

- [Results of [removed: Operations](#ib7345d2432504c708b7d89d7fa21617b_88)][added: Operations](#i52927b7d3bc84a4cae1316542ab424ed_88)]

[removed: - [Comparison] [added: Comparison] of [removed: 2021] [added: 2022] to [removed: 2020](#ib7345d2432504c708b7d89d7fa21617b_91)][added: 2021]

- [Comparable Store Sales and Total Comparable [removed: Sales](#ib7345d2432504c708b7d89d7fa21617b_97)][added: Sales](#i52927b7d3bc84a4cae1316542ab424ed_97)]

- [Non-GAAP Financial [removed: Measures](#ib7345d2432504c708b7d89d7fa21617b_103)][added: Measures](#i52927b7d3bc84a4cae1316542ab424ed_103)]

- [Liquidity and Capital [removed: Resources](#ib7345d2432504c708b7d89d7fa21617b_109)][added: Resources](#i52927b7d3bc84a4cae1316542ab424ed_109)]

- [Liquidity [removed: Outlook](#ib7345d2432504c708b7d89d7fa21617b_115)][added: Outlook](#i52927b7d3bc84a4cae1316542ab424ed_115)]

- [Contractual Obligations and [removed: Commitments](#ib7345d2432504c708b7d89d7fa21617b_118)][added: Commitments](#i52927b7d3bc84a4cae1316542ab424ed_118)]

- [Critical Accounting Policies and [removed: Estimates](#ib7345d2432504c708b7d89d7fa21617b_127)][added: Estimates](#i52927b7d3bc84a4cae1316542ab424ed_124)]

Fiscal [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] were each 52-week years.

We disclose material non-public information through one or more of the following channels: our investor relations website [removed: (http://investor.lululemon.com/),] [added: (http://corporate.lululemon.com/investors),] the social media channels identified on our investor relations website, press releases, SEC filings, public conference calls, and webcasts.

[removed: These] [added: The underlying trends that have fueled our business continue to do so, and] include [removed: the] [added: a] desire [added: for guests] to live an active and healthy lifestyle, the desire [added: for apparel that offers versatility, the desire] to be part of a diverse and inclusive community, and the desire to achieve wellness, both physically and mentally.

[removed: Omni Guest Experience][added: Guest Experience and Membership]

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During [removed: 2021,] [added: 2022,] we opened [removed: 53] [added: 81] net new company-operated stores, including [removed: 31 stores in the PRC, seven] [added: 40] stores in [removed: the rest of] Asia Pacific, [removed: 10] [added: 32] stores in North America, and [removed: five] [added: nine] stores in Europe.

In [removed: 2021,] [added: 2022,] our net revenue in North America increased [removed: 40%.][added: 29%.]

[removed: While most] [added: Most] of our retail locations were open throughout [added: 2022 and] 2021, [added: with] certain locations [removed: were] temporarily closed [removed: based on government and health authority guidance.][added: due to COVID-19 resurgences, including certain closures during 2022 in the PRC.]

- Net revenue increased [removed: 42%] [added: 30%] to [removed: $6.3] [added: $8.1] billion.

On a constant dollar basis, net revenue increased [removed: 40%.][added: 32%.]

[removed: - Direct] [added: –Direct] to consumer net revenue increased [removed: 22% to $2.8 billion,] [added: 33%,] or [removed: increased 20%] [added: 35%] on a constant dollar basis.

- Gross profit increased [removed: 46%] [added: 24%] to [removed: $3.6] [added: $4.5] billion.

- Gross margin [removed: increased 170] [added: decreased 230] basis points to [removed: 57.7%.][added: 55.4%.]

- Income from operations [removed: increased 63% to] [added: was consistent at] $1.3 billion.

[removed: - Operating] [added: Adjusted operating] margin increased [removed: 270] [added: 10] basis points to [removed: 21.3%.][added: 22.1%.]

- Income tax expense increased [removed: 56%] [added: 33%] to [removed: $358.5] [added: $477.8] million.

Our effective tax rate for [removed: 2021] [added: 2022] was [removed: 26.9%] [added: 35.9%] compared to [removed: 28.1%] [added: 26.9%] for [removed: 2020.][added: 2021.]

- Diluted earnings per share were [removed: $7.49] [added: $6.68] for [removed: 2021] [added: 2022] compared to [removed: $4.50] [added: $7.49] in [removed: 2020.][added: 2021.]

Refer to the non-GAAP reconciliation tables contained in the [removed: "Non-GAAP] [added: Non-GAAP] Financial [removed: Measures"] [added: Measures] section of this [removed: "Item] [added: Item] 7.

Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations] for reconciliations between [removed: constant dollar changes in net revenue and direct to consumer net revenue,] [added: the above adjusted non-GAAP financial measures] and the most directly comparable measures calculated in accordance with GAAP.

| | | | | | | 2021 | | | | | | [removed: 2020] | | | | | | [removed: 2021] | | | | | | [removed: 2020] | | | [added: | | | | | | | | | | | |]

| Net revenue | | | | | | $ | [removed: 6,256,617] [added: 8,110,518] | | | | | $ | [removed: 4,401,879] [added: 6,256,617] | | | | | 100.0 | | % | | | | 100.0 | | % |

| Cost of goods sold | | | | | | [removed: 2,648,052] [added: 3,618,178] | | | | | | [removed: 1,937,888] [added: 2,648,052] | | | | | | [removed: 42.3] [added: 44.6] | | | | | | [removed: 44.0] [added: 42.3] | | |

| Gross profit | | | | | | [removed: 3,608,565] [added: 4,492,340] | | | | | | [removed: 2,463,991] [added: 3,608,565] | | | | | | [removed: 57.7] [added: 55.4] | | | | | | [removed: 56.0] [added: 57.7] | | |

| Selling, general and administrative expenses | | | | | | [removed: 2,225,034] [added: 2,757,447] | | | | | | [removed: 1,609,003] [added: 2,225,034] | | | | | | [removed: 35.6] [added: 34.0] | | | | | | [removed: 36.6] [added: 35.6] | | |

| Amortization of intangible assets | | | | | | [removed: 8,782] [added: 8,752] | | | | | | [removed: 5,160] [added: 8,782] | | | | | | 0.1 | | | | | | 0.1 | | |

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

| Income from operations | | | | | | [removed: 1,333,355] [added: 1,328,408] | | | | | | [removed: 819,986] [added: 1,333,355] | | | | | | [removed: 21.3] [added: 16.4] | | | | | | [removed: 18.6] [added: 21.3] | | |

| Other income (expense), net | | | | | | [removed: 514] [added: 4,163] | | | | | | [removed: (636)] [added: 514] | | | | | | [removed: —] [added: 0.1] | | | | | | — | | |

| Income before income tax expense | | | | | | [removed: 1,333,869] [added: 1,332,571] | | | | | | [removed: 819,350] [added: 1,333,869] | | | | | | [removed: 21.3] [added: 16.4] | | | | | | [removed: 18.6] [added: 21.3] | | |

| Income tax expense | | | | | | [removed: 358,547] [added: 477,771] | | | | | | [removed: 230,437] [added: 358,547] | | | | | | [removed: 5.7] [added: 5.9] | | | | | | [removed: 5.2] [added: 5.7] | | |

| Net income | | | | | | $ | [removed: 975,322] [added: 854,800] | | | | | $ | [removed: 588,913] [added: 975,322] | | | | | [removed: 15.6] [added: 10.5] | | % | | | | [removed: 13.4] [added: 15.6] | | % |

- [Overview](#i52927b7d3bc84a4cae1316542ab424ed_79)

- [Financial Highlights and Market Conditions and Trends](#i52927b7d3bc84a4cae1316542ab424ed_82)

Overview

In 2019 we announced our Power of Three growth plan which established our goal to double our total net revenue by 2023 and outlined our plans to double men's revenue, double digital net revenue, and to quadruple international net revenue.

We achieved our goal to double our total net revenue ahead of schedule, and in 2022 we launched our new 5-year growth plan, the Power of Three ×2.

Our Power of Three ×2 plan leverages the success of our prior growth strategy, and is comprised of three key pillars – Product Innovation, Guest Experience, and Market Expansion.

We continue to see opportunity to grow our men's, direct to consumer, and international net revenue, while continuing to grow our core businesses.

2022 was the inaugural year of our new plan and we successfully executed against our goals by delivering 30% net revenue growth.

Our strength was balanced across channel, region, and merchandise category; and was achieved in a challenging macroeconomic backdrop with ongoing supply chain disruptions.

We continue to solve for the unmet needs of our guest by bringing new technical innovations into our merchandise assortment.

In 2022, we expanded our core running category with the launch of Senseknit, a proprietary fabric technology offering zoned compression.

We entered new activities with our capsule collections for golf, tennis, and hiking.

And we launched footwear, enabling us to provide a head-to-toe solution to our guests.

The footwear collection currently includes three technical styles – Blissfeel, Chargefeel, and Strongfeel – all designed specifically for women.

In addition, we launched a dual gender slide for pre- and post-workouts.

Our omni operating model allows us to efficiently and effectively serve our guests in the ways most convenient to them – either in store or online.

We saw strength across both channels in 2022 as net revenue in our company-operated store channel increased 29% and our direct to consumer net revenue increased 33%.

Community is at the core of our brand.

In 2022, we continued to engage with guests via in-store events, 10K runs in Atlanta and Houston, ambassador-led activations, and our Summer Sweat Games in China Mainland, among other in-person events.

In addition, we connect with our community of guests through our connected fitness content provided by lululemon Studio.

In October 2022, we launched our new two-tier membership program.

The Essential membership tier is free and provides access to select content, as well as certain benefits in-store and online.

We rebranded MIRROR to become lululemon Studio, the premium paid tier of the program which offers members a connected fitness experience via in-home hardware.

As part of our membership launch, we also enhanced the lululemon Studio offering to include access to exclusive content provided by outside studio partners, as well as a discount on lululemon product purchases.

As concerns with the COVID-19 pandemic have subsided the connected fitness industry has experienced challenging market conditions, and as a result we have seen weakening demand for our in-home fitness hardware.

Hardware unit sales did not meet our expectations during the peak holiday selling period and the reduction in customer acquisition costs was less than anticipated.

As a result, in the fourth quarter, we reviewed our strategy and we plan to evolve lululemon Studio to focus on digital app-based services.

Building on the two-tier membership program, we will be expanding the lululemon Studio premium tier by enabling guests to access digital fitness content via a new app, launching in summer 2023, for a lower monthly fee.

We believe this strategy will enable more guests to experience our digital fitness content, while also building a larger community of guests with a deeper connection to lululemon.

In 2022 we recognized post-tax charges totaling $442.7 million related to lululemon Studio, including the impairment of goodwill, intangible assets, and property and equipment, and provisions against hardware inventory.

See the section "Critical Accounting Policies and Estimates", Goodwill Impairment Assessment below and Note 8.

Impairment of Goodwill and Other Assets included in Item 8 of Part II of this report for further information.

In our international markets, despite certain COVID-19 closures in the PRC, we saw net revenue growth of 35%.

The summary below compares 2022 to 2021 and provides both GAAP and non-GAAP financial measures.

The adjusted financial measures for 2022 exclude $442.7 million of post-tax impairment and other charges recognized in relation to our lululemon Studio business unit (formerly MIRROR) and the post-tax net gain on the sale of an administrative building of $8.5 million.

The adjusted financial measures for 2021 exclude acquisition-related expenses, and their related tax effects.

- Total comparable sales increased 25%, or 28% on a constant dollar basis.

–Comparable store sales increased 16%, or 19% on a constant dollar basis.

Adjusted gross profit increased 26% to $4.6 billion.

Adjusted gross margin decreased 150 basis points to 56.2%.

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

- [Financial Highlights](#ib7345d2432504c708b7d89d7fa21617b_1732)

Overview - The Power of Three

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.

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 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.

The summary below compares 2021 to 2020:

- Company-operated stores net revenue increased 70% to $2.8 billion.

- Acquisition-related expenses of $41.4 million were recognized in 2021 compared to $29.8 million in 2020.

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

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.

| 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.

During the second quarter of 2020, we held an online warehouse sale in the United States and Canada which generated net revenue of $43.3 million.

We did not hold any warehouse sales during 2021.

*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.

| Gross profit | | | | | | $ | 3,608,565 | | | | | $ | 2,463,991 | | | | | $ | 1,144,574 | | | | | 46.5 | | % |

As of January [removed: 30, 2022,] [added: 29, 2023,] 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.

Please refer to Note [removed: 15.][added: 16.]

[Table of [removed: Contents](#ib7345d2432504c708b7d89d7fa21617b_7)][added: Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)]

A [removed: weakening] [added: strengthening] of the U.S. dollar against the Canadian dollar results in:

[removed: –an increase] [added: –a decrease] in our net revenue upon translation of the sales made by our Canadian operations into U.S. dollars for the purposes of consolidation;

[removed: –an increase] [added: –a decrease] in our selling, general and administrative expenses incurred by our Canadian operations upon translation into U.S. dollars for the purposes of consolidation;

–foreign [added: currency] exchange revaluation [removed: losses] [added: gains] by our Canadian subsidiaries on U.S. dollar denominated monetary assets and liabilities; and

–derivative valuation [removed: gains] [added: losses] on forward currency contracts not designated in a hedging relationship;

[removed: –an increase] [added: –a decrease] in the foreign currency translation adjustment which arises on the translation of our Canadian subsidiaries' balance sheets into U.S. dollars; and

During [removed: 2020,] [added: 2022,] the change in the relative value of the U.S. dollar against the Canadian dollar resulted in a [removed: $57.0] [added: $54.5] million [removed: reduction] [added: 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 foreign currency exchange rates in effect for [removed: 2021] [added: 2022] would have resulted in lower income from operations of approximately [removed: $16.2] [added: $30.9] million in [removed: 2021.][added: 2022.]

[removed: 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 currency exchange rates have on our income from operations.

As of January [removed: 30, 2022,] [added: 29, 2023,] aside from letters of credit of [removed: $3.0] [added: $6.5] million, there were no borrowings outstanding under these credit facilities.

We seek to minimize our credit risk by entering into transactions with [added: investment grade] credit worthy and reputable financial institutions and by monitoring the credit standing of the financial institutions with whom we transact.

Inflationary factors such as increases in the cost of our [removed: product and] [added: product, as well as] overhead costs [added: and capital expenditures] may adversely affect our operating results.

During 2021 [added: and the first half of 2022,] our [removed: product] [added: operating] margin was impacted by higher air freight costs compared to [added: fiscal 2021 and] 2020 as a result of global supply chain [removed: disruption.][added: disruption, as well as increased wage rates.]

Sustained [removed: air freight cost] increases [added: in transportation costs, wages, and raw material costs,] or other inflationary pressures in the future may have an adverse effect on our ability to maintain current levels of [removed: gross] [added: operating] margin [removed: 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 costs, or we cannot identify cost efficiencies.

The timing

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

lululemon athletica inc. is principally a designer, distributor, and retailer of [removed: healthy lifestyle inspired] [added: technical] athletic [removed: apparel] [added: apparel, footwear,] and accessories.

[removed: We have a vision to be the experiential brand that ignites a community of people through sweat, grow, and connect, which we call "living the sweatlife."] Since our inception, we have fostered a distinctive corporate culture; we promote a set of core values in our business which include taking personal responsibility, [removed: nurturing entrepreneurial spirit,] acting with [removed: honesty and] courage, valuing connection and inclusion, and choosing to have fun.

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

In this Annual Report on Form 10-K for the fiscal year ended January [removed: 30, 2022,] [added: 29, 2023,] 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: 30, 2022] [added: 29, 2023] as [removed: "2021"] [added: "2022"] and the fiscal year ended January [removed: 31, 2021] [added: 30, 2022] as [removed: "2020."][added: "2021." Our next fiscal year ends on January 28, 2024 and is referred to as "2023."]

- [Our [removed: Products](#ib7345d2432504c708b7d89d7fa21617b_19)][added: Products](#i52927b7d3bc84a4cae1316542ab424ed_19)]

- [Our [removed: Market](#ib7345d2432504c708b7d89d7fa21617b_22)][added: Market](#i52927b7d3bc84a4cae1316542ab424ed_22)]

- [Our [removed: Segments](#ib7345d2432504c708b7d89d7fa21617b_25)][added: Segments](#i52927b7d3bc84a4cae1316542ab424ed_25)]

- [Product Design and [removed: Development](#ib7345d2432504c708b7d89d7fa21617b_34)][added: Development](#i52927b7d3bc84a4cae1316542ab424ed_31)]

- [Sourcing and [removed: Manufacturing](#ib7345d2432504c708b7d89d7fa21617b_37)][added: Manufacturing](#i52927b7d3bc84a4cae1316542ab424ed_34)]

- [Distribution [removed: Facilities](#ib7345d2432504c708b7d89d7fa21617b_40)][added: Facilities](#i52927b7d3bc84a4cae1316542ab424ed_37)]

- [Human [removed: Capital](#ib7345d2432504c708b7d89d7fa21617b_49)][added: Capital](#i52927b7d3bc84a4cae1316542ab424ed_46)]

- [Intellectual [removed: Property](#ib7345d2432504c708b7d89d7fa21617b_52)][added: Property](#i52927b7d3bc84a4cae1316542ab424ed_49)]

- [Securities and Exchange Commission [removed: Filings](#ib7345d2432504c708b7d89d7fa21617b_55)][added: Filings](#i52927b7d3bc84a4cae1316542ab424ed_52)]

[removed: Our healthy lifestyle inspired athletic apparel] [added: We offer a comprehensive line of performance apparel, footwear,] and accessories [removed: are] marketed under the lululemon brand.

Our apparel assortment includes items such as pants, shorts, tops, and jackets [added: designed for a healthy lifestyle including]

[Table of [removed: Contents](#ib7345d2432504c708b7d89d7fa21617b_7)][added: Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)]

[removed: designed for a healthy lifestyle including] athletic activities such as yoga, running, training, and most other [removed: sweaty pursuits.][added: activities.]

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

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

Although our largest customer group is made up of guests who shop our women's range, representing [removed: 67%] [added: 65%] of our [removed: 2021] [added: 2022] net revenue, we also design a comprehensive men's line and have a targeted strategy in place.

Revenue from [added: our] 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: 85%] [added: 84%] of our [removed: 2021] [added: 2022] net revenue.

[removed: ][added: ]

At the end of [removed: 2021,] [added: 2022,] we operated [removed: 574] [added: 655] stores in [removed: 17] [added: 18] countries across the globe.

| Number of company-operated stores by [removed: country] [added: country (market)] | | | | | | January [removed: 30, 2022] [added: 29, 2023] | | | | | | January [removed: 31, 2021] [added: 30, 2022] | | |

| United States | | | | | | [removed: 324] [added: 350] | | | | | | [removed: 315] [added: 324] | | |

| People's Republic of China(1) | | | | | | [removed: 86] [added: 117] | | | | | | [removed: 55] [added: 86] | | |

| Canada | | | | | | [removed: 63] [added: 69] | | | | | | [removed: 62] [added: 63] | | |

| Australia | | | | | | [removed: 31] [added: 32] | | | | | | 31 | | |

| United Kingdom | | | | | | [removed: 17] [added: 20] | | | | | | [removed: 16] [added: 17] | | |

| South Korea | | | | | | [removed: 12] [added: 16] | | | | | | [removed: 7] [added: 12] | | |

| Germany | | | | | | [removed: 9] [added: 10] | | | | | | [removed: 7] [added: 9] | | |

| New Zealand | | | | | | [removed: 7] [added: 8] | | | | | | 7 | | |

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

| Singapore | | | | | | [removed: 6] [added: 8] | | | | | | [removed: 4] [added: 6] | | |

| France | | | | | | [removed: 3] [added: 4] | | | | | | 3 | | |

| Ireland | | | | | | [removed: 3] [added: 4] | | | | | | [removed: 1] [added: 3] | | |

| Total company-operated stores | | | | | | [removed: 574] [added: 655] | | | | | | [removed: 521] [added: 574] | | |

(1)PRC included [added: 99 stores in China Mainland,] nine stores in Hong Kong Special Administrative Region, [removed: five] [added: seven] stores in Taiwan, and two stores in Macao Special Administration Region, as of January [removed: 30, 2022.][added: 29, 2023.]

As of January [removed: 31, 2021,] [added: 30, 2022,] there were [removed: seven] [added: 70] stores in [added: China Mainland, nine stores in] Hong 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.]

We have a vision to create transformative products and experiences that build meaningful connections, unlocking greater possibility and wellbeing for all.

- [Integrated Marketing](#i52927b7d3bc84a4cae1316542ab424ed_28)

- [Competition](#i52927b7d3bc84a4cae1316542ab424ed_40)

- [Seasonality](#i52927b7d3bc84a4cae1316542ab424ed_43)

To help build our community of guests, and as part of our membership program, we offer in-home connected fitness and associated content subscriptions through lululemon Studio.

We also operate outlets, serve certain wholesale accounts, have license and supply arrangements, sell repurchased product through our "Like New" recommerce program, have temporary locations, and sell connected hardware and associated subscriptions through lululemon Studio.

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

| Spain | | | | | | 3 | | | | | | — | | |

Retail locations operated by third parties under license and supply arrangements are not included in the above table.

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activities.

As of January 29, 2023, there was also an e-commerce website operated through the license and supply arrangements.

- *Recommerce* - Our recommerce is the sale of repurchased product via our "Like New" program.

This program allows guests to exchange their gently used lululemon products for credit, and then those products are verified and quality checked before being resold online at likenew.lululemon.com.

We believe this program is a step towards a circular eco-system and achieving our Impact Agenda goals to reduce our environmental footprint.

Integrated Marketing

This strategy leverages owned and paid channels, our ambassador network, brand partners, events, and content – to drive awareness, consideration, engagement, conversion, and ultimately loyalty and engagement at the global, regional, and local levels.

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

quality.

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

For example, we generated approximately 44% of our full year operating profit during the fourth quarter of 2021.

Our operating profits in 2022 were not weighted towards our fourth quarter primarily due to the impairment of goodwill and other assets recognized in relation to our lululemon Studio business unit during that quarter.

Excluding the impairment of goodwill and other assets recognized in relation to lululemon Studio (formerly MIRROR), we generated approximately 44% of our full year operating profit during the fourth quarter of fiscal 2022.

We measure the current state of diverse representation and organizational inclusion health through an annual voluntary survey.(2) In 2022, the participation rate was approximately 70%.

Our overall goal is to reflect the racial diversity(3) of the communities we serve and operate in.

(2) The voluntary demographic survey results presented above relate to all of our employees in North America, Europe, Australia, and New Zealand.

(3) "Racial diversity" is used to measure the non-white population.

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

We have achieved full pay equity, including gender and race, in the United States.

We follow local laws and regulations and where we are able to collect the data necessary to confirm complete pay equity, we do so.

We have established People Networks, which are employee resource groups that represent employees who have marginalized and historically underrepresented identities.

We see significant engagement in IDEA education and training across our global employee base.

As of January 29, 2023, we have invested a total of $29.4 million(4) towards this goal.


- An annual paid VALUES (Volunteer, Awareness, Life, Unity, Empowerment, Support) Day, competitive paid time off, and sick leave;

(4) We have contributed $29.4 million to lululemon's Centre for Social Impact, $21.2 million of which has been contributed directly to social impact organizations.

The remaining $8.2 million includes $6.0 million toward a Donor-Advised-Fund to be advised for future grantmaking as well as operational costs.

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- An employee discount program, which includes a lifetime discount to celebrate the contribution of our long-tenured employees to keep them within our collective, even when they have moved on to pursue goals outside of lululemon;

- Training and development of all of our employees including, but not limited to, mentorship programs, IDEA internships, leadership development, vision and goals, and coaching.

- [Community-Based Marketing](#ib7345d2432504c708b7d89d7fa21617b_31)

- [Competition](#ib7345d2432504c708b7d89d7fa21617b_43)

- [Seasonality](#ib7345d2432504c708b7d89d7fa21617b_46)

We offer a comprehensive line of apparel and accessories.

During the second quarter of 2020, we acquired Curiouser Products Inc., dba MIRROR.

The acquisition of MIRROR bolsters our digital sweatlife offerings and brings immersive and personalized in-home sweat and mindfulness content to new and existing lululemon guests.

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

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 for 2020 is useful to investors in understanding performance, therefore we have not included this metric.

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

- *Wholesale* - Our wholesale accounts include premium yoga studios, health clubs, and fitness centers.

We retain the rights to sell lululemon products through our e-commerce websites in these countries.

Community-Based Marketing

We pursue a multi-faceted strategy which leverages our local teams and ambassadors, digital marketing and social media, in-store community boards, and a variety of grassroots initiatives.

We complement and amplify our community-based initiatives with global brand-building activity.

For example, we generated approximately 44% and

Due to a significant number of our company-operated stores being temporarily closed due to COVID-19 during the first two quarters of 2020, we earned a higher proportion of our operating profit during the last two quarters of 2020 compared to 2021.

We have achieved pay equity across all areas of diversity in the United States and are seeking, to the extent permitted under local law and regulation, to collect the data necessary to confirm complete pay equity globally.

We expect to invest at least $5 million annually to fund our global IDEA activities.

These funds can further support the career progress of our diverse talent and increase access to internal opportunities and professional development.

- Personal resilience tools to employees, ambassadors, and suppliers;

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.

This program was successfully executed in Taiwan in 2020 and based on lessons learned from this program, we are now expanding beyond Taiwan so that we can further support foreign migrant workers globally.

Our COVID-19 response

We closely monitor the changing landscape of COVID-19 so that we can make appropriate decisions to support and keep our people safe.

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.

We created a wide range of resiliency and connection sessions and tools to support our people during the pandemic and we made these resources available to our guests and the broader community.

As we continue to navigate the COVID-19 pandemic, we continue to prioritize the safety of our people and our guests.

We are closely monitoring the situation in the markets and communities that we serve.

We will temporarily close stores and restrict operations as necessary, based upon information from government and health officials.

Please see the legal proceedings described in Note [removed: 19.][added: 20.]

[Table of [removed: Contents](#ib7345d2432504c708b7d89d7fa21617b_7)][added: Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)]

For the fiscal year ended January [removed: 30, 2022][added: 29, 2023]

[removed: ][added: ]

The aggregate market value of the voting stock held by non-affiliates of the registrant on July [removed: 30, 2021] [added: 29, 2022] was approximately [removed: $44,414,000,000.][added: $33,762,000,000.]

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: 30, 2021.][added: 29, 2022.]

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: 30, 2021.][added: 29, 2022.]

*Common Stock:* At March [removed: 23, 2022] [added: 22, 2023] there were [removed: 122,710,357] [added: 122,048,680] shares of the registrant's common stock, par value $0.005 per share, outstanding.

*Exchangeable and Special Voting Shares:* At March [removed: 23, 2022,] [added: 22, 2023,] there were outstanding [removed: 5,203,012] [added: 5,115,961] exchangeable shares of Lulu Canadian Holding, Inc., a wholly-owned subsidiary of the registrant.

In addition, at March [removed: 23, 2022,] [added: 22, 2023,] the registrant had outstanding [removed: 5,203,012] [added: 5,115,961] 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: 2022] [added: 2023] Annual Meeting of Stockholders have been incorporated by reference into Part III of this Annual Report on Form 10-K.

| Item 1. | | | [removed: [Business](#ib7345d2432504c708b7d89d7fa21617b_16)] [added: [Business](#i52927b7d3bc84a4cae1316542ab424ed_16)] | | | [removed: [1](#ib7345d2432504c708b7d89d7fa21617b_16)] [added: [1](#i52927b7d3bc84a4cae1316542ab424ed_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ib7345d2432504c708b7d89d7fa21617b_58)] [added: Factors](#i52927b7d3bc84a4cae1316542ab424ed_55)] | | | [removed: [8](#ib7345d2432504c708b7d89d7fa21617b_58)] [added: [8](#i52927b7d3bc84a4cae1316542ab424ed_55)] | | |

| Item 2. | | | [removed: [Properties](#ib7345d2432504c708b7d89d7fa21617b_61)] [added: [Properties](#i52927b7d3bc84a4cae1316542ab424ed_58)] | | | [removed: [21](#ib7345d2432504c708b7d89d7fa21617b_61)] [added: [21](#i52927b7d3bc84a4cae1316542ab424ed_58)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ib7345d2432504c708b7d89d7fa21617b_64)] [added: Proceedings](#i52927b7d3bc84a4cae1316542ab424ed_61)] | | | [removed: [22](#ib7345d2432504c708b7d89d7fa21617b_64)] [added: [21](#i52927b7d3bc84a4cae1316542ab424ed_61)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ib7345d2432504c708b7d89d7fa21617b_67)] [added: Disclosures](#i52927b7d3bc84a4cae1316542ab424ed_64)] | | | [removed: [22](#ib7345d2432504c708b7d89d7fa21617b_67)] [added: [21](#i52927b7d3bc84a4cae1316542ab424ed_64)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib7345d2432504c708b7d89d7fa21617b_73)] [added: Securities](#i52927b7d3bc84a4cae1316542ab424ed_70)] | | | [removed: [23](#ib7345d2432504c708b7d89d7fa21617b_73)] [added: [22](#i52927b7d3bc84a4cae1316542ab424ed_70)] | | |

| Item 6. | | | [Selected Consolidated Financial [removed: Data](#ib7345d2432504c708b7d89d7fa21617b_76)] [added: Data](#i52927b7d3bc84a4cae1316542ab424ed_73)] | | | [removed: [24](#ib7345d2432504c708b7d89d7fa21617b_76)] [added: [23](#i52927b7d3bc84a4cae1316542ab424ed_73)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib7345d2432504c708b7d89d7fa21617b_79)] [added: Operations](#i52927b7d3bc84a4cae1316542ab424ed_76)] | | | [removed: [25](#ib7345d2432504c708b7d89d7fa21617b_79)] [added: [24](#i52927b7d3bc84a4cae1316542ab424ed_76)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib7345d2432504c708b7d89d7fa21617b_130)] [added: Risk](#i52927b7d3bc84a4cae1316542ab424ed_127)] | | | [removed: [35](#ib7345d2432504c708b7d89d7fa21617b_130)] [added: [39](#i52927b7d3bc84a4cae1316542ab424ed_127)] | | |

| | | | [Index for Notes to the Consolidated Financial [removed: Statements](#ib7345d2432504c708b7d89d7fa21617b_151)] [added: Statements](#i52927b7d3bc84a4cae1316542ab424ed_148)] | | | [removed: [47](#ib7345d2432504c708b7d89d7fa21617b_151)] [added: [50](#i52927b7d3bc84a4cae1316542ab424ed_148)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ib7345d2432504c708b7d89d7fa21617b_226)] [added: Procedures](#i52927b7d3bc84a4cae1316542ab424ed_223)] | | | [removed: [72](#ib7345d2432504c708b7d89d7fa21617b_226)] [added: [75](#i52927b7d3bc84a4cae1316542ab424ed_223)] | | |

| Item 9B. | | | [Other [removed: Information](#ib7345d2432504c708b7d89d7fa21617b_1764)] [added: Information](#i52927b7d3bc84a4cae1316542ab424ed_226)] | | | [removed: [73](#ib7345d2432504c708b7d89d7fa21617b_1764)] [added: [76](#i52927b7d3bc84a4cae1316542ab424ed_226)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib7345d2432504c708b7d89d7fa21617b_235)] [added: Governance](#i52927b7d3bc84a4cae1316542ab424ed_232)] | | | [removed: [74](#ib7345d2432504c708b7d89d7fa21617b_235)] [added: [77](#i52927b7d3bc84a4cae1316542ab424ed_232)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ib7345d2432504c708b7d89d7fa21617b_238)] [added: Compensation](#i52927b7d3bc84a4cae1316542ab424ed_235)] | | | [removed: [74](#ib7345d2432504c708b7d89d7fa21617b_238)] [added: [77](#i52927b7d3bc84a4cae1316542ab424ed_235)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib7345d2432504c708b7d89d7fa21617b_241)] [added: Matters](#i52927b7d3bc84a4cae1316542ab424ed_238)] | | | [removed: [74](#ib7345d2432504c708b7d89d7fa21617b_241)] [added: [77](#i52927b7d3bc84a4cae1316542ab424ed_238)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib7345d2432504c708b7d89d7fa21617b_244)] [added: Independence](#i52927b7d3bc84a4cae1316542ab424ed_241)] | | | [removed: [75](#ib7345d2432504c708b7d89d7fa21617b_244)] [added: [78](#i52927b7d3bc84a4cae1316542ab424ed_241)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ib7345d2432504c708b7d89d7fa21617b_247)] [added: Services](#i52927b7d3bc84a4cae1316542ab424ed_244)] | | | [removed: [75](#ib7345d2432504c708b7d89d7fa21617b_247)] [added: [78](#i52927b7d3bc84a4cae1316542ab424ed_244)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedule](#ib7345d2432504c708b7d89d7fa21617b_253)] [added: Schedule](#i52927b7d3bc84a4cae1316542ab424ed_250)] | | | [removed: [76](#ib7345d2432504c708b7d89d7fa21617b_253)] [added: [79](#i52927b7d3bc84a4cae1316542ab424ed_250)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ib7345d2432504c708b7d89d7fa21617b_262)] [added: Summary](#i52927b7d3bc84a4cae1316542ab424ed_259)] | | | [removed: [79](#ib7345d2432504c708b7d89d7fa21617b_262)] [added: [82](#i52927b7d3bc84a4cae1316542ab424ed_259)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

| [PART I](#i52927b7d3bc84a4cae1316542ab424ed_10) | | | | | | | | |

| [PART II](#i52927b7d3bc84a4cae1316542ab424ed_67) | | | | | | | | |

| Item 8. | | | [Financial Statements](#i52927b7d3bc84a4cae1316542ab424ed_130) | | | [41](#i52927b7d3bc84a4cae1316542ab424ed_130) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i52927b7d3bc84a4cae1316542ab424ed_1817) | | | [76](#i52927b7d3bc84a4cae1316542ab424ed_1817) | | |

| [PART III](#i52927b7d3bc84a4cae1316542ab424ed_229) | | | | | | | | |

| [PART IV](#i52927b7d3bc84a4cae1316542ab424ed_247) | | | | | | | | |

| [Signatures](#i52927b7d3bc84a4cae1316542ab424ed_262) | | | | | | [83](#i52927b7d3bc84a4cae1316542ab424ed_262) | | |

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

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

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

| Item 8. | | | [Financial Statements and Supplementary Data](#ib7345d2432504c708b7d89d7fa21617b_133) | | | [38](#ib7345d2432504c708b7d89d7fa21617b_133) | | |

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

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

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

The general location, use and approximate size of our principal owned properties as of January [removed: 30, 2022,] [added: 29, 2023,] are set forth below:

| [removed: Columbus, OH] [added: Groveport, OH, United States] | | | | | | Distribution Center | | | | | | 310,000 | | |

| Vancouver, [removed: BC] [added: BC, Canada] | | | | | | Executive and Administrative Offices | | | | | | 140,000 | | |

The general location, use, approximate size and lease renewal date of our principal non-retail leased properties as of January [removed: 30, 2022,] [added: 29, 2023,] are set forth below:

| [removed: Toronto, ON] [added: Mississauga, ON, Canada] | | | | | | Distribution Center | | | | | | 250,000 | | | | | | September 2033 | | |

| [removed: Toronto, ON] [added: Milton, ON, Canada] | | | | | | Distribution Center | | | | | | 255,000 | | | | | | May 2031 | | |

| Sumner, [removed: WA] [added: WA, United States] | | | | | | Distribution Center | | | | | | 150,000 | | | | | | July 2025 | | |

| Delta, [removed: BC] [added: BC, Canada] | | | | | | Distribution Center | | | | | | 155,000 | | | | | | January 2031 | | |

During 2021, we entered into a new lease for [removed: an additional] [added: a U.S.] distribution center in [removed: Delta, British Columbia] [added: Ontario, California] of approximately [removed: 370,000] [added: 1,250,000] square feet which is due to expire in [removed: 2037.][added: 2038.]

We expect this distribution center to be operational in fiscal [removed: 2022.][added: 2024.]

During [removed: 2021,] [added: 2022,] we entered into a new lease for [removed: a] [added: an Australian] distribution center in [removed: Los Angeles, California] [added: Ravenhall, Victoria] of approximately [removed: 1,250,000] [added: 250,000] square feet which is due to expire in [removed: 2038.][added: 2033.]

We expect this distribution center to be operational in [removed: fiscal] 2023.

| Delta, BC, Canada | | | | | | Distribution Center | | | | | | 375,000 | | | | | | December 2037 | | |

| Vancouver, BC, Canada | | | | | | Executive and Administrative Offices | | | | | | 120,000 | | | | | | October 2032 | | |

| Derrimut, VIC, Australia | | | | | | Distribution Center | | | | | | 50,000 | | | | | | October 2024 | | |

We expect this distribution center to be operational in early fiscal 2024.

During 2022, we entered into a new lease for a Canadian distribution center in Brampton, Ontario of approximately 980,000 square feet which is due to expire in 2039.

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

[Table of [removed: Contents](#ib7345d2432504c708b7d89d7fa21617b_7)][added: Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)]

As of March [removed: 23, 2022,] [added: 22, 2023,] there were approximately [removed: 1,000] [added: 1,300] 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: 29, 2017] [added: 28, 2018] (the date of our fiscal year end five years ago) and January [removed: 30, 2022,] [added: 29, 2023,] 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: 29, 2017] [added: 28, 2018] at the closing sale price [added: of] 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.

[removed: ][added: ]

| | | | | | | [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] | | | | | | [removed: 30-Jan-22] [added: 29-Jan-23] | | |

| S&P 500 Apparel, Accessories & Luxury Goods Index | | | | | | $ | 100.00 | | | | | $ | [removed: 130.17] [added: 88.10] | | | | | $ | [removed: 114.68] [added: 79.56] | | | | | $ | [removed: 103.56] [added: 76.22] | | | | | $ | [removed: 99.21] [added: 73.82] | | | | | $ | [removed: 96.09] [added: 52.03] | |

[Table of [removed: Contents](#ib7345d2432504c708b7d89d7fa21617b_7)][added: Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)]

The following table provides information regarding our purchases of shares of our common stock during the fourth quarter of [removed: 2021] [added: 2022] related to our stock repurchase program:

(1)Monthly information is presented by reference to our fiscal periods during our fourth quarter of [removed: 2021.][added: 2022.]

(2)On [removed: January 31, 2019,] [added: March 23, 2022,] our board of directors approved a stock repurchase program [removed: of] [added: for] up to [removed: $500.0 million] [added: $1.0 billion] of our common shares on the open market or in privately negotiated transactions.

The following table summarizes purchases of shares of our common stock during the fourth quarter of [removed: 2021] [added: 2022] related to our Employee Share Purchase Plan (ESPP):

| lululemon athletica inc. | | | | | | $ | 100.00 | | | | | $ | 184.77 | | | | | $ | 302.72 | | | | | $ | 415.63 | | | | | $ | 399.48 | | | | | $ | 393.08 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 94.21 | | | | | $ | 112.28 | | | | | $ | 129.29 | | | | | $ | 154.27 | | | | | $ | 141.69 | |

| October 31, 2022 - November 27, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 812,489,434 | |

| November 28, 2022 - January 1, 2023 | | | | | | 101,551 | | | | | | 333.22 | | | | | | 101,551 | | | | | | 778,650,256 | | |

| January 2, 2023 - January 29, 2023 | | | | | | 110,980 | | | | | | 313.92 | | | | | | 110,980 | | | | | | 743,811,785 | | |

| Total | | | | | | 212,531 | | | | | | | | | | | | 212,531 | | | | | | | | |

The authorized value of shares available to be repurchased under this program excludes the cost of commissions and excise taxes.

| October 31, 2022 - November 27, 2022 | | | | | | 6,369 | | | | | | $ | 355.47 | | | | | 6,369 | | | | | | 4,514,959 | | |

| November 28, 2022 - January 1, 2023 | | | | | | 8,039 | | | | | | 339.63 | | | | | | 8,039 | | | | | | 4,506,920 | | |

| January 2, 2023 - January 29, 2023 | | | | | | 7,141 | | | | | | 319.15 | | | | | | 7,141 | | | | | | 4,499,779 | | |

| Total | | | | | | 21,549 | | | | | | | | | | | | 21,549 | | | | | | | | |

(1)Monthly information is presented by reference to our fiscal periods during our fourth quarter of 2022.

| 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 | | | | | | | | |

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

| 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 | | |

| Total | | | | | | 15,958 | | | | | | | | | | | | 15,958 | | | | | | | | |

[Table of [removed: Contents](#ib7345d2432504c708b7d89d7fa21617b_7)][added: Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)]

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#ib7345d2432504c708b7d89d7fa21617b_136) 271[)](#ib7345d2432504c708b7d89d7fa21617b_136)] [added: ID](#i52927b7d3bc84a4cae1316542ab424ed_133) 271[)](#i52927b7d3bc84a4cae1316542ab424ed_133)] | | | [removed: [39](#ib7345d2432504c708b7d89d7fa21617b_136)] [added: [42](#i52927b7d3bc84a4cae1316542ab424ed_133)] | | |

| [Consolidated Balance [removed: Sheets](#ib7345d2432504c708b7d89d7fa21617b_139)] [added: Sheets](#i52927b7d3bc84a4cae1316542ab424ed_136)] | | | [removed: [42](#ib7345d2432504c708b7d89d7fa21617b_139)] [added: [45](#i52927b7d3bc84a4cae1316542ab424ed_136)] | | |

| [Consolidated Statements of Operations and Comprehensive [removed: Income](#ib7345d2432504c708b7d89d7fa21617b_142)] [added: Income](#i52927b7d3bc84a4cae1316542ab424ed_139)] | | | [removed: [43](#ib7345d2432504c708b7d89d7fa21617b_142)] [added: [46](#i52927b7d3bc84a4cae1316542ab424ed_139)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#ib7345d2432504c708b7d89d7fa21617b_145)] [added: Equity](#i52927b7d3bc84a4cae1316542ab424ed_142)] | | | [removed: [44](#ib7345d2432504c708b7d89d7fa21617b_145)] [added: [47](#i52927b7d3bc84a4cae1316542ab424ed_142)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ib7345d2432504c708b7d89d7fa21617b_148)] [added: Flows](#i52927b7d3bc84a4cae1316542ab424ed_145)] | | | [removed: [46](#ib7345d2432504c708b7d89d7fa21617b_148)] [added: [49](#i52927b7d3bc84a4cae1316542ab424ed_145)] | | |

| [Index for Notes to the Consolidated Financial [removed: Statements](#ib7345d2432504c708b7d89d7fa21617b_151)] [added: Statements](#i52927b7d3bc84a4cae1316542ab424ed_148)] | | | [removed: [47](#ib7345d2432504c708b7d89d7fa21617b_151)] [added: [50](#i52927b7d3bc84a4cae1316542ab424ed_148)] | | |

[Table of [removed: Contents](#ib7345d2432504c708b7d89d7fa21617b_7)][added: Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)]

We have audited the [added: accompanying] consolidated balance sheets of lululemon athletica inc. and its subsidiaries (together, the Company) as of January [removed: 30, 2022] [added: 29, 2023] and January [removed: 31, 2021,] [added: 30, 2022,] and the related consolidated statements of operations and comprehensive income, of stockholders' equity and of cash flows for [added: each of] the 52-week years ended January [added: 29, 2023, January] 30, 2022, [added: and] January 31, 2021, [removed: and February 2, 2020,] including the related [removed: notes, appearing under Item 8 and the financial statement schedule appearing under Item15(a)(2) of the Company’s 2021 Annual Report on Form 10-K] [added: notes] (collectively referred to as the consolidated financial statements).

We also have audited the [removed: Company's] [added: Company’s] internal control over financial reporting as of January [removed: 30, 2022,] [added: 29, 2023,] based on criteria established in *Internal Control – Integrated 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: 30, 2022] [added: 29, 2023] and January [removed: 31, 2021,] [added: 30, 2022,] and the results of its operations and its cash flows for [added: each of] the 52-week years ended January [added: 29, 2023, January] 30, 2022, [added: and] January 31, 2021 [removed: and February 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: 30, 2022,] [added: 29, 2023,] 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: 2021] [added: 2022] Annual Report on Form 10-K.

As of January [removed: 30, 2022,] [added: 29, 2023,] the Company’s consolidated net inventories balance was [removed: $966.5 million,] [added: $1,447.4 million] inclusive of the inventory provision of [removed: $38.0] [added: $124.6] million.

The principal considerations for our determination that performing procedures relating to the inventory provision is a critical audit matter are the significant judgment 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 a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to the [removed: estimate.][added: inventory provision.]

These procedures included testing the effectiveness of controls relating to the review of the [added: inventory] provision including the assumptions used.

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 (v) corroborating the assumptions with individuals within the product team.

*Goodwill Impairment Assessment – [removed: MIRROR] [added: lululemon Studio (formerly known as MIRROR)] Reporting Unit*

As described in Notes [removed: 2] [added: 6] and [removed: 7] [added: 8] to the consolidated financial statements, the [removed: Company’s] [added: Company recorded a] goodwill [removed: balance allocated to] [added: impairment in] the [removed: MIRROR reporting unit was] [added: amount of] $362.5 million [removed: as of] [added: during the year ended] January [removed: 30, 2022.][added: 29, 2023.]

The fair value of the [removed: MIRROR] [added: lululemon Studio] reporting unit was estimated by management by using a discounted cash flow [removed: model.][added: model, which resulted in the recognition of a goodwill impairment charge of $362.5 million.]

The key assumptions used in the discounted cash flow model [removed: are] [added: were] the revenue growth rates, operating profit margins, and the discount rate.

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

These procedures included testing the effectiveness of controls relating to management's [removed: annual] goodwill impairment assessment, including controls over the fair value estimate of the [removed: MIRROR] [added: lululemon Studio] reporting unit.

[added: These procedures also included, among others, (i) testing management's process for developing the] fair value estimate; (ii) testing the completeness and accuracy of the underlying data used in the [removed: discounted cash flow] model; [removed: (iii)] and [added: (iii)] evaluating the reasonableness of the key assumptions used by management related to the revenue growth rates, operating profit margins, and the discount rate.

[removed: 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.

[removed: March 29, 2022][added: | | | | | | | 2022 | | |]

| | | | | | | January [added: 29, 2023 | | | | | | January] 30, 2022 | | | | | | January 31, 2021 | | |

| Cash and cash [removed: equivalents] [added: equivalents, beginning of period] | | | | | | $ | 1,259,871 | | | | | $ | 1,150,517 | | [added: | | | $ | 1,093,505 | |]

| Accounts [removed: receivable] [added: receivable, net] | | | | | | [removed: 77,001] [added: 132,906] | | | | | | [removed: 62,399] [added: 77,001] | | |

| Inventories | | | | | | [removed: 966,481] [added: 1,447,367] | | | | | | [removed: 647,230] [added: 966,481] | | |

| Prepaid and receivable income taxes | | | | | | [removed: 118,928] [added: 185,641] | | | | | | [removed: 139,126] [added: 118,928] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 192,572] [added: 238,672] | | | | | | [removed: 125,107] [added: 192,572] | | |

| | | | | | | [removed: 2,614,853] [added: (124,614)] | | | | | | [removed: 2,124,379] [added: (38,045)] | | |

| Property and equipment, net | | | | | | [removed: 927,710] [added: 1,269,614] | | | | | | [removed: 745,687] [added: 927,710] | | |

| Right-of-use lease assets | | | | | | [removed: 803,543] [added: 969,419] | | | | | | [removed: 734,835] [added: 803,543] | | |

| Goodwill | | | | | | [removed: 386,880] [added: 24,144] | | | | | | [removed: 386,877] [added: 386,880] | | |

| Intangible assets, net | | | | | | [removed: 71,299] [added: 21,961] | | | | | | [removed: 80,080] [added: 71,299] | | |

| Deferred income tax assets | | | | | | [removed: 6,091] [added: 6,402] | | | | | | [removed: 6,731] [added: 6,091] | | |

| Other non-current assets | | | | | | [removed: 132,102] [added: 156,045] | | | | | | [removed: 106,626] [added: 132,102] | | |

| Accounts payable | | | | | | $ | [removed: 289,728] [added: 172,732] | | | | | $ | [removed: 172,246] [added: 289,728] | |

| Accrued liabilities and other | | | | | | [removed: 330,800] [added: 399,223] | | | | | | [removed: 226,867] [added: 330,800] | | |

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

Management determined that there were indicators of impairment and therefore conducted an impairment test as of January 29, 2023.

Evaluating the reasonableness of the revenue growth rates and operating profit margins involved

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

March 28, 2023

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

| Cash and cash equivalents | | | | | | $ | 1,154,867 | | | | | $ | 1,259,871 | |

| | | | | | | 3,159,453 | | | | | | 2,614,853 | | |

| | | | | | | $ | 5,607,038 | | | | | $ | 4,942,478 | |

| | | | | | | 1,492,198 | | | | | | 1,405,334 | | |

| | | | | | | 2,458,239 | | | | | | 2,202,432 | | |

| | | | | | | 3,148,799 | | | | | | 2,740,046 | | |

| | | | | | | $ | 5,607,038 | | | | | $ | 4,942,478 | |

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

| Impairment of goodwill and other assets | | | | | | 407,913 | | | | | | — | | | | | | — | | |

| Gain on disposal of assets | | | | | | (10,180) | | | | | | — | | | | | | — | | |

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

| | | | | | | Exchangeable Stock | | | | | | Special Voting Stock | | | | | | | | | | | | Common Stock | | | | | | | | | | | | Additional Paid-in Capital | | | | | | Retained Earnings | | | | | | Accumulated Other Comprehensive Loss | | | | | | Total Stockholders' Equity | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 854,800 | | | | | | | | | | | | 854,800 | | |

| Repurchase of common stock, including excise tax | | | | | | | | | | | | | | | | | | | | | | | | (1,396) | | | | | | (7) | | | | | | (2,481) | | | | | | (441,513) | | | | | | | | | | | | (444,001) | | |

| Balance as of January 29, 2023 | | | | | | 5,116 | | | | | | 5,116 | | | | | | $ | — | | | | | 122,205 | | | | | | $ | 611 | | | | | $ | 474,645 | | | | | $ | 2,926,127 | | | | | $ | (252,584) | | | | | $ | 3,148,799 | |

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

| Net income | | | | | | $ | 854,800 | | | | | $ | 975,322 | | | | | $ | 588,913 | |

| Impairment of goodwill and other assets | | | | | | 407,913 | | | | | | — | | | | | | — | | |

| Gain on disposal of assets | | | | | | (10,180) | | | | | | — | | | | | | — | | |

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

| Note 3 | | | [Inventories](#i52927b7d3bc84a4cae1316542ab424ed_160) | | | [59](#i52927b7d3bc84a4cae1316542ab424ed_160) | | |

| Note 5 | | | [Property and Equipment](#i52927b7d3bc84a4cae1316542ab424ed_166) | | | [59](#i52927b7d3bc84a4cae1316542ab424ed_166) | | |

| Note 6 | | | [Goodwill](#i52927b7d3bc84a4cae1316542ab424ed_172) | | | [60](#i52927b7d3bc84a4cae1316542ab424ed_172) | | |

| Note 8 | | | [Impairment of Goodwill and Other Assets](#i52927b7d3bc84a4cae1316542ab424ed_1715) | | | [60](#i52927b7d3bc84a4cae1316542ab424ed_1715) | | |

| Note 9 | | | [Acquisition-Related Expenses](#i52927b7d3bc84a4cae1316542ab424ed_169) | | | [61](#i52927b7d3bc84a4cae1316542ab424ed_169) | | |

| Note 17 | | | [Leases](#i52927b7d3bc84a4cae1316542ab424ed_202) | | | [68](#i52927b7d3bc84a4cae1316542ab424ed_202) | | |

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

Recommerce is the sale of repurchased product via the Company's "Like New" program.

The Company also engages in the design and retail of in-home connected fitness equipment and associated content subscriptions through lululemon Studio, which was rebranded from the Company's former MIRROR brand during fiscal 2022.

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

Property and equipment carrying values are reviewed for impairment when events or circumstances indicate that the asset group to which the property and equipment belong might be impaired.

The Company incurs costs to implement cloud computing arrangements hosted by third party vendors.

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.

These procedures also included, among others: (i) testing management's process for developing the

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

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

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

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

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

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

| Balance as of February 3, 2019 | | | | | | 9,332 | | | | | | 9,332 | | | | | | $ | — | | | | | 121,600 | | | | | | $ | 608 | | | | | $ | 315,285 | | | | | $ | 1,346,890 | | | | | $ | (216,808) | | | | | $ | 1,445,975 | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 645,596 | | | | | | | | | | | | 645,596 | | |

| Repurchase of common stock | | | | | | | | | | | | | | | | | | | | | | | | (1,056) | | | | | | (5) | | | | | | (1,545) | | | | | | (171,849) | | | | | | | | | | | | (173,399) | | |

| Cash and cash equivalents, beginning of period | | | | | | $ | 1,150,517 | | | | | $ | 1,093,505 | | | | | $ | 881,320 | |

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

| Note 6 | | | [Acquisition](#ib7345d2432504c708b7d89d7fa21617b_172) | | | [56](#ib7345d2432504c708b7d89d7fa21617b_169) | | |

| Note 7 | | | [Goodwill](#ib7345d2432504c708b7d89d7fa21617b_175) | | | [57](#ib7345d2432504c708b7d89d7fa21617b_175) | | |

| Note 16 | | | [Leases](#ib7345d2432504c708b7d89d7fa21617b_205) | | | [66](#ib7345d2432504c708b7d89d7fa21617b_205) | | |

On July 7, 2020, the Company acquired Curiouser Products Inc., dba MIRROR, ("MIRROR") which has been consolidated from the date of acquisition.

A resurgence of the pandemic may result in further or prolonged closures of the Company's retail locations and distribution centers, reduce operating hours, interrupt the Company's supply chain, cause changes in guest behavior, and reduce discretionary spending.

Such factors could result in the impairment of long-lived assets and right-of-use assets and the need for an increased provision against the carrying value of the Company's inventories.

tax matters as part of other income (expense), net.

In December 2019, the FASB issued guidance on ASC 740, Income Taxes.

The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC 740.

The amendments also improve consistent application and make simplifications in other areas of this topic by clarifying and amending existing guidance.

In February 2016, the FASB issued ASC 842, Leases ("ASC 842") to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements.

Under the new guidance, lessees are required to recognize a lease liability, which represents the discounted obligation to make future minimum lease payments, and a corresponding right-of-use asset on the balance sheet.

The Company adopted ASC 842 on February 4, 2019 using the modified retrospective approach with no restatement of comparative periods.

The Company has chosen to apply the transition package of three practical expedients which allow companies not to reassess whether agreements contain leases, the classification of leases, and the capitalization of initial direct costs.

The Company did not elect the practical expedient to use hindsight when determining the lease term.

The primary financial statement impact upon adoption was the recognition, on a discounted basis, of the Company's minimum payments under noncancelable operating leases as right-of-use assets and obligations on the consolidated balance sheets.

As of February 4, 2019, right-of-use assets and lease liabilities were $619.6 million and $651.1 million, respectively.

Pre-existing lease balances of $34.8 million from current assets, $9.3 million from non-current assets, and $75.5 million from non-current liabilities were reclassified to right-of-use assets and lease liabilities as part of the adoption of the new standard.

There was no cumulative earnings effect adjustment on transition.

The Company had write-offs of $27.5 million, $20.5 million, and $28.6 million of inventory in 2021, 2020, and 2019, respectively for goods that were obsolete, had quality issues, or were damaged.

ACQUISITION

On July 7, 2020, the Company acquired all of the outstanding shares of MIRROR, an in-home fitness company with an interactive workout platform that features live and on-demand classes.

The results of operations, financial position, and cash flows of MIRROR have been included in the Company's consolidated financial statements since the date of acquisition.

The following table summarizes the fair value of the consideration transferred at the date of acquisition, as well as the calculation of goodwill based on the excess of consideration over the fair value of net assets acquired.

As part of the transaction, the Company assumed $30.1 million of MIRROR's outstanding debt.

Our 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 our [removed: assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial]

[Table of [removed: Contents](#ib7345d2432504c708b7d89d7fa21617b_7)][added: Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)]

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

Based on this evaluation, management concluded that we maintained effective internal control over financial reporting as of January [removed: 30, 2022.][added: 29, 2023.]

The effectiveness of our internal control over financial reporting as of January [removed: 30, 2022] [added: 29, 2023] has been audited by PricewaterhouseCoopers [removed: LLP] [added: LLP,] our independent registered public accounting firm, as stated in their [removed: report] [added: report, which appears] 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: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On March 22, 2023, our board of directors approved and adopted amended and restated bylaws of lululemon athletica inc., effective immediately.

The amendments include changes to update and enhance the procedures and disclosure requirements for stockholder nominations for the election of directors and proposals for new business to be taken up at annual meetings of stockholders, including (1) to require certain additional information with respect to stockholders and beneficial holders making a nomination or proposal and their proposed nominees; (2) to address matters relating to the universal proxy rules recently adopted by the Securities and Exchange Commission, including Rule 14a-19 under the Securities Exchange Act of 1934; (3) to require any proposed nominee to provide certain representations regarding intention to serve as a director if elected, the absence of certain voting commitments, disclosure of compensation for service as a director, and compliance with our majority voting provisions; (4) to clarify that a stockholder nomination will be disregarded if the nominating stockholder does not comply with the procedures and requirements stated in the bylaws, does not comply with Rule 14a-19, or does not attend the meeting to present the nomination; and (5) to address the color of proxy cards reserved for use by lululemon.

The amendments also include changes modifying the provisions related to adjournment and postponement procedures for stockholder meetings and the availability of lists of stockholders entitled to vote at stockholder meetings in connection with recent amendments to the Delaware General Corporation Law, as well as other ministerial and conforming changes.

The foregoing summary does not purport to be a complete description of the amended and restated bylaws 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.

Not applicable.

[Table of Contents](#ib7345d2432504c708b7d89d7fa21617b_7)

PART III

Not applicable.

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

PART III

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: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement under the captions "Executive Compensation" and "Executive Compensation Tables."

The information required by this item is incorporated by reference to our [removed: 2022] [added: 2023] Proxy Statement under the caption "Principal [removed: Stockholders] [added: Shareholders] and [removed: Stock] [added: Share] Ownership by Management."

Equity Compensation Plan Information (as of January [removed: 30, 2022)][added: 29, 2023)]

(1)This amount represents the following: (a) [removed: 788,988] [added: 865,832] shares subject to outstanding options, (b) [removed: 166,753] [added: 166,489] shares subject to outstanding performance-based restricted stock units, and (c) [removed: 238,313] [added: 221,083] shares subject to outstanding restricted stock units.

(3)This includes (a) [removed: 12,635,419] [added: 12,284,713] shares of our common stock available for future issuance under our 2014 Equity Incentive Plan and (b) [removed: 4,591,652] [added: 4,499,779] shares of our common stock available for future issuance under our Employee Share Purchase Plan.

[Table of [removed: Contents](#ib7345d2432504c708b7d89d7fa21617b_7)][added: Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)]

| Equity compensation plans approved by stockholders | | | | | | 1,253,404 | | | | | | $ | 230.78 | | | | | 16,784,492 | | |

| Total | | | | | | 1,253,404 | | | | | | $ | 230.78 | | | | | 16,784,492 | | |

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

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

The information required by this item is incorporated by reference to our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement under the caption "Fees for Professional Services."

[Table of [removed: Contents](#ib7345d2432504c708b7d89d7fa21617b_7)][added: Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)]

[Table of [removed: Contents](#ib7345d2432504c708b7d89d7fa21617b_7)][added: Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)]

| 3.5 | | | | | | [Bylaws of lululemon athletica [removed: inc.](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000009/lulu-20210131xex35.htm)] [added: inc.](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000012/lulu-20230129xex35.htm)] | | | | | | [added: X] | | | | | | [removed: 10-K] | | | | | | [removed: 3.5] | | | | | | [removed: 001-33608] | | | | | | [removed: 3/30/2021] | | |

| 10.5* | | | | | | [Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (with clawback [removed: provision)](http://www.sec.gov/Archives/edgar/data/1397187/000139718717000027/lulu-20170430xex103.htm)] [added: provision)](https://www.sec.gov/Archives/edgar/data/1397187/000139718722000049/lulu-20221030xex101.htm)] | | | | | | | | | | | | 10-Q | | | | | | [removed: 10.3] [added: 10.1] | | | | | | 001-33608 | | | | | | [removed: 6/1/2017] [added: 12/8/2022] | | |

| [removed: 10.9] [added: 10.8] | | | | | | [Exchange Trust Agreement dated July 26, 2007 between lululemon athletica inc., Lulu Canadian Holding, Inc. and Computershare Trust Company of Canada](http://www.sec.gov/Archives/edgar/data/1397187/000094523407000575/o37285exv10w5.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.5 | | | | | | 001-33608 | | | | | | 9/10/2007 | | |

| [removed: 10.10] [added: 10.9] | | | | | | [Exchangeable Share Support Agreement dated July 26, 2007 between lululemon athletica inc., Lululemon Callco ULC and Lulu Canadian Holding, Inc.](http://www.sec.gov/Archives/edgar/data/1397187/000094523407000575/o37285exv10w6.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.6 | | | | | | 001-33608 | | | | | | 9/10/2007 | | |

| [removed: 10.11] [added: 10.10] | | | | | | [Amended and Restated Declaration of Trust for Forfeitable Exchangeable Shares dated July 26, 2007, by and among the parties named therein](http://www.sec.gov/Archives/edgar/data/1397187/000094523407000575/o37285exv10w7.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.7 | | | | | | 001-33608 | | | | | | 9/10/2007 | | |

| [removed: 10.12] [added: 10.11] | | | | | | [Amended and Restated Arrangement Agreement dated as of June 18, 2007, by and among the parties named therein (including Plan of Arrangement and Exchangeable Share Provisions)](http://www.sec.gov/Archives/edgar/data/1397187/000089322007002383/o36921a4exv10w14.htm) | | | | | | | | | | | | S-1/A | | | | | | 10.14 | | | | | | 333-142477 | | | | | | 7/9/2007 | | |

| [removed: 10.13] [added: 10.12] | | | | | | [Form of Indemnification Agreement between lululemon athletica inc. and its directors and certain officers](http://www.sec.gov/Archives/edgar/data/1397187/000089322007002383/o36921a4exv10w16.htm) | | | | | | | | | | | | S-1/A | | | | | | 10.16 | | | | | | 333-142477 | | | | | | 7/9/2007 | | |

| [removed: 10.14*] [added: 10.13*] | | | | | | [Outside Director Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/1397187/000139718722000014/lulu-20220130xex1014.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000012/lulu-20230129xex1013.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.21* | | | | | | [Executive Employment Agreement, 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 [removed: 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)[,] [added: 20, 2021,] between lululemon athletica inc. and Nicole Neuburger](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000039/lulu-20211031xex101.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 12/09/2021 | | |

| 10.23 | | | | | | [Credit Agreement, dated December 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,](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, [removed: 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] [added: and the other lenders party] thereto.](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000041/lulu-20211214xex101.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 12/17/2021 | | |

| 21.1 | | | | | | [Significant subsidiaries of lululemon athletica [removed: inc.](https://www.sec.gov/Archives/edgar/data/1397187/000139718722000014/lulu-20220130xex211.htm)] [added: inc.](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000012/lulu-20230129xex211.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1397187/000139718722000014/lulu-20220130xex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000012/lulu-20230129xex231.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/1397187/000139718722000014/lulu-20220130xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000012/lulu-20230129xex311.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/1397187/000139718722000014/lulu-20220130xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000012/lulu-20230129xex312.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/1397187/000139718722000014/lulu-20220130xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000012/lulu-20230129xex321.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 101 | | | | | | The following financial statements from the Company's 10-K for the fiscal year ended January [removed: 30, 2022,] [added: 29, 2023,] 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 | | | | | | | | | | | | | | | | | | | | | | | | | | |

*Financial Statement Schedule.* Separate financial statement schedules have been omitted either because they are not applicable or because the required information is included in the consolidated financial statements or notes described in Item 15(a)(1) above.

| 10.14* | | | | | | [Executive Bonus Plan](https://www.sec.gov/Archives/edgar/data/1397187/000139718722000013/lulu-20220130xex101.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 3/29/2022 | | |

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

| 104 | | | | | | Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

*Financial Statement Schedule.*

Schedule II

Valuation and Qualifying Accounts

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

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

| Description | | | | | | Balance at Beginning of Year | | | | | | Charged to Costs and Expenses | | | | | | Write-offs Net of Recoveries | | | | | | Balance at End of Year | | |

| | | | | | | *(In thousands)* | | | | | | | | | | | | | | | | | | | | |

| Shrink Provision on Finished Goods | | | | | | | | | | | | | | | | | | | | | | | | | | |

| For the year ended February 2, 2020 | | | | | | $ | (1,194) | | | | | $ | (12,593) | | | | | $ | 11,712 | | | | | $ | (2,075) | |

| For the year ended January 31, 2021 | | | | | | (2,075) | | | | | | (9,231) | | | | | | 10,323 | | | | | | (983) | | |

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

| Obsolescence and Quality Provision on Finished Goods and Raw Materials | | | | | | | | | | | | | | | | | | | | | | | | | | |

| For the year ended February 2, 2020 | | | | | | $ | (7,552) | | | | | $ | (5,363) | | | | | $ | 2,533 | | | | | $ | (10,382) | |

| For the year ended January 31, 2021 | | | | | | (10,382) | | | | | | (2,467) | | | | | | 472 | | | | | | (12,377) | | |

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

| Damage Provision on Finished Goods | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| For the year ended January 31, 2021 | | | | | | (9,609) | | | | | | (28,073) | | | | | | 20,073 | | | | | | (17,609) | | |

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

| Sales Return Allowances | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| For the year ended January 31, 2021 | | | | | | (12,897) | | | | | | (19,663) | | | | | | — | | | | | | (32,560) | | |

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

| Valuation Allowance on Deferred Income Taxes | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| For the year ended January 31, 2021 | | | | | | (5,655) | | | | | | (809) | | | | | | — | | | | | | (6,464) | | |

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

| 2.1 | | | | | | [Agreement and Plan of Merger by and among lululemon athletic inc., Snowflake Acquisition Corp., Curiouser Products Inc., and Shareholder Representative Services LLC](https://www.sec.gov/Archives/edgar/data/1397187/000139718720000034/lulu-20200626xex21.htm) | | | | | | | | | | | | 8-K | | | | | | 2.1 | | | | | | 001-33608 | | | | | | 7/1/2020 | | |

| 10.8 | | | | | | [Second Amended and Restated Registration Rights Agreement dated June 18, 2015 between lululemon athletica inc. and the parties named therein](http://www.sec.gov/Archives/edgar/data/1397187/000139718715000060/lulu-20150802xex102.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.2 | | | | | | 001-33608 | | | | | | 9/10/2015 | | |

[Table of [removed: Contents](#ib7345d2432504c708b7d89d7fa21617b_7)][added: Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)]

| | | | Date: | | | | | | March [removed: 29, 2022] [added: 28, 2023] | | |

| /s/ CALVIN MCDONALD | | | | | | Chief Executive Officer and Director | | | | | | March [removed: 29, 2022] [added: 28, 2023] | | |

| /s/ MEGHAN FRANK | | | | | | Chief Financial Officer | | | | | | March [removed: 29, 2022] [added: 28, 2023] | | |

| /s/ GLENN MURPHY | | | | | | [removed: Director, Board Chair] [added: Director] | | | | | | March [removed: 29, 2022] [added: 28, 2023] | | |

| /s/ MICHAEL CASEY | | | | | | Director | | | | | | March [removed: 29, 2022] [added: 28, 2023] | | |

| /s/ KOURTNEY GIBSON | | | | | | Director | | | | | | March [removed: 29, 2022] [added: 28, 2023] | | |

| /s/ KATHRYN HENRY | | | | | | Director | | | | | | March [removed: 29, 2022] [added: 28, 2023] | | |

| /s/ ALISON LOEHNIS | | | | | | Director | | | | | | March [removed: 29, 2022] [added: 28, 2023] | | |

| /s/ JON MCNEILL | | | | | | Director | | | | | | March [removed: 29, 2022] [added: 28, 2023] | | |

| /s/ MARTHA A.M. MORFITT | | | | | | [removed: Director] [added: Director, Board Chair] | | | | | | March [removed: 29, 2022] [added: 28, 2023] | | |

| /s/ DAVID M. MUSSAFER | | | | | | Director | | | | | | March [removed: 29, 2022] [added: 28, 2023] | | |

| /s/ EMILY WHITE | | | | | | Director | | | | | | March [removed: 29, 2022] [added: 28, 2023] | | |

[Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)

| /s/ ISABEL MAHE | | | | | | Director | | | | | | March 28, 2023 | | |

| Isabel Mahe | | | | | | | | | | | | | | |

| /s/ STEPHANIE FERRIS | | | | | | Director | | | | | | March 29, 2022 | | |

| Stephanie Ferris | | | | | | | | | | | | | | |

Exhibit Index

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

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

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

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

| 2.1 | | | | | | Agreement and Plan of Merger by and among lululemon athletic inc., Snowflake Acquisition Corp., Curiouser Products Inc., and Shareholder Representative Services LLC | | | | | | | | | | | | 8-K | | | | | | 2.1 | | | | | | 001-33608 | | | | | | 7/1/2020 | | |

| 3.1 | | | | | | Amended and Restated Certificate of Incorporation of lululemon athletica inc. | | | | | | | | | | | | 8-K | | | | | | 3.1 | | | | | | 001-33608 | | | | | | 8/8/2007 | | |

| 3.2 | | | | | | Certificate of Amendment to Amended and Restated Certificate of Incorporation of lululemon athletica inc. | | | | | | | | | | | | 8-K | | | | | | 3.1 | | | | | | 001-33608 | | | | | | 7/1/2011 | | |

| 3.3 | | | | | | Certificate of Amendment to Certificate of Incorporation filed July 20, 2017 | | | | | | | | | | | | 10-Q | | | | | | 3.1 | | | | | | 001-33608 | | | | | | 8/30/2018 | | |

| 3.4 | | | | | | Certificate of Amendment to Certificate of Incorporation filed June 12, 2018 | | | | | | | | | | | | 10-Q | | | | | | 3.1 | | | | | | 001-33608 | | | | | | 8/30/2018 | | |

| 3.5 | | | | | | Bylaws of lululemon athletica inc. | | | | | | | | | | | | 10-K | | | | | | 3.5 | | | | | | 001-33608 | | | | | | 3/30/2021 | | |

| 4.1 | | | | | | Form of Specimen Stock Certificate of lululemon athletica inc. | | | | | | | | | | | | S-3 | | | | | | 4.1 | | | | | | 333-185899 | | | | | | 1/7/2013 | | |

| 4.2 | | | | | | Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 | | | | | | | | | | | | 10-K | | | | | | 4.2 | | | | | | 001-33608 | | | | | | 3/26/2020 | | |

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

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

| 10.3* | | | | | | Form of Non-Qualified Stock Option Agreement (with clawback provision) | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 6/1/2017 | | |

| 10.4* | | | | | | Form of Notice of Grant of Performance Shares and Performance Shares Agreement (with clawback provision) | | | | | | | | | | | | 10-Q | | | | | | 10.2 | | | | | | 001-33608 | | | | | | 6/1/2017 | | |

| 10.5* | | | | | | Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (with clawback provision) | | | | | | | | | | | | 10-Q | | | | | | 10.3 | | | | | | 001-33608 | | | | | | 6/1/2017 | | |

| 10.6* | | | | | | Form of Restricted Stock Award Agreement | | | | | | | | | | | | 10-Q | | | | | | 10.12 | | | | | | 001-33608 | | | | | | 12/11/2014 | | |

| 10.7* | | | | | | Amended and Restated LIPO Investments (USA), Inc. Option Plan and form of Award Agreement | | | | | | | | | | | | S-1 | | | | | | 10.3 | | | | | | 333-142477 | | | | | | 5/1/2007 | | |

| 10.8 | | | | | | Second Amended and Restated Registration Rights Agreement dated June 18, 2015 between lululemon athletica inc. and the parties named therein | | | | | | | | | | | | 10-Q | | | | | | 10.2 | | | | | | 001-33608 | | | | | | 9/10/2015 | | |

| 10.9 | | | | | | Exchange Trust Agreement dated July 26, 2007 between lululemon athletica inc., Lulu Canadian Holding, Inc. and Computershare Trust Company of Canada | | | | | | | | | | | | 10-Q | | | | | | 10.5 | | | | | | 001-33608 | | | | | | 9/10/2007 | | |

| 10.10 | | | | | | Exchangeable Share Support Agreement dated July 26, 2007 between lululemon athletica inc., Lululemon Callco ULC and Lulu Canadian Holding, Inc. | | | | | | | | | | | | 10-Q | | | | | | 10.6 | | | | | | 001-33608 | | | | | | 9/10/2007 | | |

| 10.11 | | | | | | Amended and Restated Declaration of Trust for Forfeitable Exchangeable Shares dated July 26, 2007, by and among the parties named therein | | | | | | | | | | | | 10-Q | | | | | | 10.7 | | | | | | 001-33608 | | | | | | 9/10/2007 | | |

| 10.12 | | | | | | Amended and Restated Arrangement Agreement dated as of June 18, 2007, by and among the parties named therein (including Plan of Arrangement and Exchangeable Share Provisions) | | | | | | | | | | | | S-1/A | | | | | | 10.14 | | | | | | 333-142477 | | | | | | 7/9/2007 | | |

| 10.13 | | | | | | Form of Indemnification Agreement between lululemon athletica inc. and its directors and certain officers | | | | | | | | | | | | S-1/A | | | | | | 10.16 | | | | | | 333-142477 | | | | | | 7/9/2007 | | |

| 10.14* | | | | | | Outside Director Compensation Plan | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.15* | | | | | | lululemon athletica inc. Employee Share Purchase Plan | | | | | | | | | | | | 10-Q | | | | | | 10.3 | | | | | | 001-33608 | | | | | | 11/29/2007 | | |

| 10.16* | | | | | | Executive Employment Agreement, effective as of December 5, 2016, between lululemon athletica canada inc. and Celeste Burgoyne | | | | | | | | | | | | 10-K | | | | | | 10.23 | | | | | | 001-33608 | | | | | | 3/29/2017 | | |

| 10.17* | | | | | | Amendment to Executive Employment Agreement, effective October 27, 2020, between lululemon athletica canada inc. and Celeste Burgoyne | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 12/10/2020 | | |

| 10.18* | | | | | | Executive Employment Agreement, effective as of August 20, 2018, between lululemon athletica canada inc. and Calvin McDonald | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 7/24/2018 | | |

| 10.19* | | | | | | Executive Employment Agreement, effective as of November 23, 2020, between lululemon athletica inc. and Meghan Frank | | | | | | | | | | | | 10-Q | | | | | | 10.2 | | | | | | 001-33608 | | | | | | 12/10/2020 | | |

| 10.20* | | | | | | Executive Employment Agreement, effective as of September 20, 2018, between lululemon athletica inc. and Michelle Choe | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 12/06/2018 | | |

| 10.21* | | | | | | Executive Employment Agreement, effective September 20, 2021, between lululemon athletica inc. and Nicole Neuburger | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 12/09/2021 | | |

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

| 10.23 | | | | | | Credit Agreement, dated December 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, BOFA Securities, Inc., as sustainability coordinator, and the other lenders party thereto. | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 12/17/2021 | | |

| 21.1 | | | | | | Significant subsidiaries of lululemon athletica inc. | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23.1 | | | | | | Consent of PricewaterhouseCoopers LLP | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |