lululemon athletica (LULU) 10-K risk factor changes: FY2023 vs FY2022

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[added: 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.

Our failure to successfully integrate our digital and physical channels and respond to these risks might adversely impact our business and results of operations, as well as damage our reputation and [removed: brands.][added: brand.]

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, [added: marketing, distribution, and other resources than we do.]

[removed: Our failure to effectively introduce new products that are accepted by consumers could] result in a decrease in net revenue and excess inventory levels, which could have a material adverse effect on our financial condition.

Our future growth depends in part on our expansion efforts outside of [removed: North America.][added: the Americas.]

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

Selling new product categories and lines will require our management to [removed: learn] [added: test and develop] different strategies in order to be successful.

Our future success is substantially dependent on the service of our senior management and [removed: other key employees.][added: our ability to maintain our culture and to attract, manage, and retain highly qualified individuals.]

If we are unable to successfully maintain and evolve our unique [removed: 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.

We also face risks related to employee engagement and [removed: productivity.][added: productivity which could result in increased headcount and lead to increased labor costs.]

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

Based on cost, during [removed: 2022:][added: 2023:]

- Approximately [removed: 39%] [added: 42%] of our products were manufactured in Vietnam, [removed: 14%] [added: 16%] in Cambodia, [removed: 12%] [added: 11%] in Sri Lanka, [removed: 8%] [added: 10%] in [removed: Bangladesh,] [added: Indonesia,] and [removed: 7%] [added: 8%] in [removed: Indonesia,] [added: Bangladesh,] and the remainder in other regions.

- Approximately [removed: 43%] [added: 40%] of the fabric used in our products originated from Taiwan, [removed: 19%] [added: 26%] from China Mainland, [removed: 16%] [added: 12%] from Sri Lanka, and the remainder from other regions.

During [removed: 2022,] [added: 2023,] we worked with approximately [removed: 45] [added: 49] vendors to manufacture our products and [removed: 60] [added: 67] suppliers to provide the fabric for our products.

- Approximately [removed: 56%] [added: 55%] of our products were manufactured by our top five vendors, the largest of which produced approximately [removed: 15%] [added: 17%] of our products; and

- Approximately [removed: 56%] [added: 52%] of our fabrics were produced by our top five fabric suppliers, the largest of which produced approximately [removed: 21%] [added: 19%] of fabric used.

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

Data and security breaches can also occur as a result of non-technical issues including intentional or inadvertent breach by employees or persons with whom we have commercial relationships that result in the unauthorized release of personal or [removed: confidential information.]

For example, we are subject to significant compliance obligations under privacy laws such as the General Data Privacy Regulation ("GDPR") in the European Union, the Personal Information Protection and Electronic Documents Act (“PIPEDA”) in Canada, the California Consumer Privacy Act ("CCPA") modified by the California Privacy Rights Act (“CPRA”), and the Personal Information Protection Law (“PIPL”) in the [removed: PRC.][added: People's Republic of China ("PRC")(6).]

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

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

Any failure on our part to provide attractive, effective, reliable, user-friendly e-commerce platforms that offer a wide assortment of merchandise with rapid delivery options and that continually meet the changing expectations of online shoppers could place us at a competitive disadvantage, result in the loss of e-commerce and other sales, harm our [removed: reputation with customers, have a material adverse impact on the growth of our e-commerce business globally and could have a material adverse impact on our business and results of operations.]

Investor [added: and political] advocacy groups, certain institutional investors, investment funds, other market participants, stockholders, and customers have focused increasingly on the environmental, social and governance ("ESG") [removed: or “sustainability”] practices of companies, including those associated with climate [removed: change.][added: change and social responsibility.]

If our ESG practices do not meet [removed: investor] [added: customer, investor, employee,] or other [removed: industry] stakeholder expectations [removed: and standards, which continue to evolve,] [added: or do not align with their opinions or values,] our brand, [removed: reputation and] [added: reputation,] employee [removed: retention] [added: retention, and business] may be negatively [removed: impacted based on an assessment of our ESG practices.][added: impacted.]

Any sustainability report that we publish or other [removed: sustainability] [added: ESG] disclosures we make may include our policies and practices on a variety of social and ethical matters, including corporate governance, environmental compliance, employee health and safety practices, human capital management, product quality, supply chain management, and workforce inclusion and diversity.

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

[removed: As global economic conditions continue to be volatile or economic uncertainty remains, trends in consumer discretionary] spending also remain unpredictable and subject to reductions due to credit constraints and uncertainties about the future.

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

[added: Countries impose,] modify, and remove tariffs and other trade restrictions in response to a diverse array of factors, including global and national economic and political conditions, which make it impossible for us to predict future developments regarding tariffs and other trade restrictions.

General geopolitical instability and the responses to it, such as the possibility of sanctions, trade restrictions, and changes in tariffs, including [removed: recent] sanctions against the PRC, tariffs imposed by the United States and the PRC, and the possibility of additional tariffs or other trade [removed: restrictions between the United States and Mexico,] [added: restrictions,] could adversely impact our business.

Such changes could adversely impact our business and could increase the costs of sourcing our [removed: products from the PRC, or could require us to source more of our products from other countries.]

Prior to 2022, we had not accrued for Canadian withholding taxes because the accumulated earnings of, or 'net investment' in, our Canadian subsidiaries was either indefinitely reinvested or could be repatriated as a return of capital without [added: the] payment of withholding [removed: tax.][added: taxes.]

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

[added: This APA] stipulated the allocation of certain profits between the U.S. and Canada.

Certain provisions of the [removed: recently enacted] Inflation Reduction [removed: Act,] [added: Act passed in 2022,] 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.

[removed: The labeling, distribution, importation, marketing, and sale of our products are subject to extensive regulation by various] [added: These include] federal [removed: agencies, including] [added: agencies such as] the Federal Trade Commission, Consumer Product Safety Commission and state attorneys general in the United States, the Competition Bureau and Health Canada in Canada, the State Administration for Market Regulation of the PRC, General Administration of Customs of the PRC, as well as [removed: by various] other federal, state, provincial, local, and international regulatory authorities in the countries in which our products are distributed or sold.

[removed: In addition, the adoption of new regulations] or changes in the interpretation of existing regulations may result in significant compliance costs or discontinuation of product sales and could impair the marketing of our products, resulting in significant loss of net revenue.

Our international operations are also subject to compliance with the U.S. Foreign Corrupt Practices [removed: Act, or FCPA,] [added: Act ("FCPA")] and other anti-bribery laws applicable to our operations.

We operate an omni-channel retail model and aim to efficiently and effectively serve our guests in the ways most convenient to them.

We operate a combination of physical retail locations and e-commerce services via our websites, other region-specific websites, digital marketplaces, and mobile apps.

Our physical retail locations remain a key part of our growth strategy and we view them as a valuable tool in helping us build our brand and product line as well as enabling our omni-channel capabilities.

We plan to continue to expand square footage and open new company-operated stores to support our growth objectives.

Our failure to effectively introduce new products that are accepted by consumers could

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Unionization efforts or other employee organizing activities could lead to higher people costs or reduce our flexibility to manage our employees which may negatively disrupt our operations.

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Based on cost, during 2023:

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confidential information.

(6) PRC includes China Mainland, Hong Kong SAR, Taiwan, and Macau SAR.

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reputation with customers, have a material adverse impact on the growth of our e-commerce business globally and could have a material adverse impact on our business and results of operations.

It is possible that stakeholders may not be satisfied with our ESG policies or practices, including if we overstate the impact of our ESG practices, and this could reduce demand for our products and lead to regulatory enforcement that could restrict our ability to market and sell our products.

For example, the PRC market presents a number of risks, including changes in laws and regulations, currency fluctuations, increased competition, and changes in economic conditions, including the risk of an economic downturn or recession, trade embargoes, restrictions or other barriers, as well as other conditions that may adversely impact consumer spending, any of which could cause us to fail to achieve anticipated growth.

As global economic conditions continue to be volatile or economic uncertainty remains, trends in consumer discretionary

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products from the PRC as well as other countries, or could require us to source our products from different countries.

In 2024, assuming there are no exchange transactions by our exchangeable shareholders, we will continue to recognize Canadian withholding taxes on the accumulated earnings of our Canadian subsidiaries which are not indefinitely reinvested.

The labeling, distribution, importation, marketing, and sale of our products, as well as components of our products, including chemicals, are subject to extensive regulation by various regulatory bodies.

In addition, the adoption of new regulations

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As we expand our operations across multiple jurisdictions, we could be subject to conflicting laws, or differing consumer sentiment on application of laws, that could lead to non-compliance which could have an adverse effect on our operations.

As we expand internationally, we are subject to complex employee regulations, and if we fail to comply with these regulations, we could be subject to enforcement actions or negative employee relations which could harm our results of operations.

In addition, any of our intellectual

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Responding to such actions can be costly and time-consuming, disrupt our business

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Our brand and reputation could

We sell our products through a variety of channels, with a significant portion through traditional brick-and-mortar retail channels.

As strong e-commerce channels emerge and develop, we are evolving towards an omni-channel approach to support the shopping behavior of our guests.

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

marketing, distribution, and other resources than we do.

Factors that could negatively affect our business include

In addition,

It is possible that stakeholders may not be satisfied with our ESG practices or the speed of their adoption.

report, and comply with various ESG practices.

Countries impose,

Any tariffs imposed between the United States and the PRC could increase the costs of our products.

There could be changes in economic conditions in the United Kingdom ("UK") or European Union ("EU"), including due to the UK's withdrawal from the EU, foreign currency exchange rates, and consumer markets.

Our business could be adversely affected by these changes, including by additional duties on the importation of our products into the UK from the EU and as a result of shipping delays or congestion.

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.

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

could increase and this could further exhaust our financial and management resources.

- [Financial Highlights and Market Conditions and [removed: Trends](#i52927b7d3bc84a4cae1316542ab424ed_82)][added: Trends](#i6f559ef4d5bf43cc87c083318bb54a29_85)]

- [Results [removed: of Operations](#i52927b7d3bc84a4cae1316542ab424ed_88)][added: o](#i6f559ef4d5bf43cc87c083318bb54a29_91)[f Operations](#i6f559ef4d5bf43cc87c083318bb54a29_91)]

- [Comparison of 2022 to [removed: 2021](#i52927b7d3bc84a4cae1316542ab424ed_91)][added: 2021](#i6f559ef4d5bf43cc87c083318bb54a29_2748779071130)]

[removed: - [Comparable Store Sales and] [added: |] Total [removed: Comparable Sales](#i52927b7d3bc84a4cae1316542ab424ed_97)][added: comparable sales | | | | | | 13 | | % | | | | 1 | | % | | | | 14 | | % | | | | 25 | | % | | | | 3 | | % | | | | 28 | | % |]

- [Non-GAAP Financial [removed: Measures](#i52927b7d3bc84a4cae1316542ab424ed_103)][added: Measures](#i6f559ef4d5bf43cc87c083318bb54a29_106)]

- [Liquidity and Capital [removed: Resources](#i52927b7d3bc84a4cae1316542ab424ed_109)][added: Resources](#i6f559ef4d5bf43cc87c083318bb54a29_112)]

- [Contractual Obligations and [removed: Commitments](#i52927b7d3bc84a4cae1316542ab424ed_118)][added: Commitments](#i6f559ef4d5bf43cc87c083318bb54a29_121)]

- [Critical Accounting Policies and [removed: Estimates](#i52927b7d3bc84a4cae1316542ab424ed_124)][added: Estimates](#i6f559ef4d5bf43cc87c083318bb54a29_124)]

Fiscal [removed: 2022] [added: 2023, 2022,] and 2021 were each 52-week years.

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[removed: As a result, in the fourth quarter, we reviewed our strategy and] [added: During 2022,] we [removed: plan] [added: decided] to [removed: evolve] [added: shift our] lululemon Studio [added: strategy] to focus on [added: providing] digital app-based services.

Impairment of Goodwill and Other [removed: Assets] [added: Assets, Restructuring Costs] included in Item 8 of Part II of this report for further information.

The summary below compares [removed: 2022] [added: 2023] to [removed: 2021] [added: 2022] and provides both GAAP and non-GAAP financial measures.

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

- Net revenue increased [removed: 30%] [added: 19%] to [removed: $8.1] [added: $9.6] billion.

[removed: - Total comparable] [added: Comparable] sales increased 25%, or 28% on a constant dollar basis.

[removed: –Comparable store] [added: –Americas comparable] sales increased [removed: 16%,] [added: 8%,] or [removed: 19%] [added: 9%] on a constant dollar basis.

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

[removed: - Gross] [added: Adjusted gross] profit increased 24% to [removed: $4.5] [added: $5.6] billion.

[removed: Adjusted gross] [added: - Gross] profit increased [removed: 26%] [added: 25%] to [removed: $4.6] [added: $5.6] billion.

- Gross margin [removed: decreased 230] [added: increased 290] basis points to [removed: 55.4%.][added: 58.3%.]

Adjusted gross margin [removed: decreased 150] [added: increased 240] basis points to [removed: 56.2%.][added: 58.6%.]

[removed: - Income] [added: Income] from [removed: operations was consistent at $1.3 billion.][added: Operations]

Adjusted income from operations increased [removed: 30%] [added: 25%] to [removed: $1.8] [added: $2.2] billion.

[removed: -] [added: |] Operating margin [removed: decreased 490] [added: | | | | | | 22.2 | | % | | | | 16.4 | | % | | | | | | | | | | | | | | | | 580] basis points [removed: to 16.4%.][added: | | | | | | | | |]

Adjusted operating margin increased [removed: 10] [added: 110] basis points to [removed: 22.1%.][added: 23.2% from 22.1% in 2022.]

- Income tax expense increased [removed: 33%] [added: 31%] to [removed: $477.8] [added: $625.5] million.

Our effective tax rate for [removed: 2022] [added: 2023] was [removed: 35.9%] [added: 28.8%] compared to [removed: 26.9%] [added: 35.9%] for [removed: 2021.][added: 2022.]

The adjusted effective tax rate was [removed: 28.1%] [added: 28.7%] and [removed: 26.2%] [added: 28.1%] for [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

- Diluted earnings per share were [removed: $6.68] [added: $12.20] for [removed: 2022] [added: 2023] compared to [removed: $7.49] [added: $6.68] in [removed: 2021.][added: 2022.]

Adjusted diluted earnings per share were [removed: $10.07] [added: $12.77] for [removed: 2022] [added: 2023] compared to [removed: $7.79] [added: $10.07] in [removed: 2021.][added: 2022.]

[removed: Management's Discussion] [added: Refer to the Non-GAAP Financial Measures section of this management's discussion] and [removed: Analysis] [added: analysis] of [removed: Financial Condition] [added: financial condition] and [removed: Results] [added: results] of [removed: Operations] [added: operations] for reconciliations between the [removed: above] adjusted non-GAAP financial measures and the most directly comparable measures calculated in accordance with GAAP.

Macroeconomic conditions, [removed: the recent COVID-19 pandemic, and] supply chain [removed: disruption] [added: disruption, and the COVID-19 pandemic have] impacted our business and operating [removed: costs in 2022 and 2021.][added: costs.]

Certain trends are expected to continue [removed: into 2023,] [added: throughout 2024,] with the impact varying by market.

Macroeconomic conditions, including foreign currency fluctuations, [removed: inflationary pressures, and labor shortages] have impacted our financial results.

Most of our retail locations were open throughout [removed: 2022] [added: 2023, 2022,] and 2021, with certain locations temporarily closed due to COVID-19 [removed: resurgences, including certain closures] [added: resurgences] during [added: the first quarter of] 2022 [added: and at various times] in [removed: the PRC.][added: 2021.]

| | | | | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | | | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| | | | | | | *(In thousands)* | | | | | | | | | | | | [added: | | | | | |] *(Percentage of [added: net] revenue)* | | | | | | | | | [added: | | | | | |]

| Net revenue | | | | | | $ | [added: 9,619,278 | | | | | $ |] 8,110,518 | | | | | $ | 6,256,617 | | | | | 100.0 | | % | | | | 100.0 | | % | [added: | | | 100.0 | | % |]

| Cost of goods sold | | | | | | [added: 4,009,873 | | | | | |] 3,618,178 | | | | | | 2,648,052 | | | | | | [added: 41.7 | | | | | |] 44.6 | | | | | | 42.3 | | |

- [Overview](#i6f559ef4d5bf43cc87c083318bb54a29_82)

- [Comparison of 2023 to 2022](#i6f559ef4d5bf43cc87c083318bb54a29_94)

- [Comparable Sales and Sales Per Square Foot](#i6f559ef4d5bf43cc87c083318bb54a29_100)

- [Liquidity Outlook](#i6f559ef4d5bf43cc87c083318bb54a29_118)

Fiscal 2024 will be a 53-week year.

We use comparable sales as a metric to evaluate the performance of our business.

Refer to the Comparable Sales and Sales Per Square Foot section of this management's discussion and analysis of financial condition and results of operations for further information.

We provide constant dollar changes and adjusted financial results, which are non-GAAP financial measures, as supplemental information that enable evaluation of the underlying trend in our operating performance, and enable a comparison to our historical financial information.

Information contained on or accessible through our websites is not incorporated into, and does not form a part of, this Annual Report or any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

During the fourth quarter of 2023, we revised the financial information which is regularly reviewed and used by our CODM to evaluate performance and allocate resources.

Historically, our segments were based on selling channel.

As we have further executed on our omni-channel retail strategy, and with the continued expansion of our international operations, our resource allocation decisions have evolved to focus on regional markets.

We organize our operations into four regional markets: Americas, China Mainland, APAC, and EMEA.

We report three segments, Americas, China Mainland, and Rest of World, which is comprised of the APAC and EMEA regions on a combined basis.

Our prior year segment results have been recast to reflect our new segment reporting structure.

In 2023, lululemon celebrated its 25th anniversary and delivered another strong year of financial results.

We continued to execute against our Power of Three ×2 growth plan, growing net revenue 19% and diluted earnings per share 83%, or 27% on an adjusted basis, as our teams were able to successfully navigate an uncertain macroeconomic environment.

Our growth continued across regions, merchandise categories, and channels.

We delivered strong net revenue growth across our regions including 12% in the Americas, 67% in China Mainland, and 43% in Rest of World.

Net revenue from our women's product range increased 17%, men's increased 15%, and net revenue from our other categories increased 36%.

We

opened 56 net new company-operated stores, contributing to a 15% increase in square footage, while total company-operated store net revenue increased 21% and e-commerce net revenue increased 17%.

We believe this broad-based growth was underpinned by our ability to bring new innovations into our product assortment, while also increasing our brand awareness and bringing new guests into our brand.

By innovating through our Science of Feel approach, we continue to seek to solve the unmet needs of our guests.

While continuing to see strength from our key collections including Align, Scuba, Define, and Softstreme for women and our ABC collection for men, we launched new innovations as well.

For women, we launched Wundermost, our new bodywear collection, we expanded our dual gender golf and tennis assortments.

On the men’s side, we launched Steady State and Soft Jersey, to expand our lounge offering, while also enhancing our Pace Breaker short.

In accessories, we continued to see strength across our bag assortment, and in footwear we updated our Blissfeel and Chargefeel styles, and in early 2024, we launched our first footwear styles for men.

We also announced a new textile-to-textile recycling partnership with the goal of enabling circularity in our supply chain by transforming apparel waste into high quality nylon and polyester.

Brand Awareness

We believe that increasing our brand awareness and introducing new guests to the lululemon brand remains one of our largest opportunities, both in the Americas and to an even greater degree in our international markets.

In order to grow brand awareness we combine our community-based, grass roots model of guest engagement, with larger scale brand activations and global brand campaigns.

With connection points across both our physical and digital channels, we aim to bring new guests into our brand, engage with them in ways that are more than just transactional and create deeper connections.

In 2023, we executed several strategies designed to connect with guests, bring new guests into our brand, and grow awareness.

Highlights include: hosting our Dupe Swap event in Los Angeles; testing our first men's focused TV campaign featuring our ABC pants; taking over the West Bund in Shanghai for one week to host wellness-centric events and experiences intended to bring awareness to World Mental Health Day; and continuing to grow our Essentials membership program.

In addition, in September 2023 we announced our new partnership with Peloton.

Peloton is now the exclusive provider of content for our lululemon Studio members, we have become their primary apparel provider.

We plan to jointly engage our global communities through special programming, experiences, and events.

The adjusted financial measures for 2023 exclude $72.1 million of post-tax asset impairment and other charges recognized in relation to lululemon Studio.

–China Mainland comparable sales increased 39%, or 46% on a constant dollar basis.

- [Overview](#i52927b7d3bc84a4cae1316542ab424ed_79)

- [Liquidity Outlook](#i52927b7d3bc84a4cae1316542ab424ed_115)

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.

The underlying trends that have fueled our business continue to do so, and include a desire for guests to live an active and healthy lifestyle, the desire 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.

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.

Guest Experience and Membership

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.

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.

Market Expansion

We continued to expand our presence both in North America and in our international markets.

During 2022, we opened 81 net new company-operated stores, including 31 stores in the PRC, nine stores in the rest of Asia Pacific, 32 stores in North America, and nine stores in Europe, including our first locations in Spain.

In 2022, our net revenue in North America increased 29%.

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

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

Refer to the non-GAAP reconciliation tables contained in the Non-GAAP Financial Measures section of this Item 7.

This includes higher air freight costs during the first half of 2022 and increased wage rates during 2022 compared to 2021.

We have not increased the retail prices on the significant proportion of our products.

[removed: *Foreign] [added: Foreign] Currency Exchange [removed: Risk*.][added: Risk]

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

Such transactions include intercompany transactions and inventory purchases denominated in currencies other than the functional currency of the [removed: purchasing entity.]

[removed: As of January 29, 2023, we had certain] [added: We enter into] forward currency contracts [removed: outstanding] in order to hedge a portion of the foreign currency exposure [removed: that arises on] [added: associated with the] translation of [removed: a] [added: our net investment in our] Canadian [removed: subsidiary into U.S. dollars.][added: subsidiary.]

[removed: We also] [added: As of January 28, 2024, we] had certain forward currency contracts outstanding in [removed: an effort to reduce our exposure] [added: order] to [added: economically hedge] the foreign currency [removed: exchange] revaluation gains and losses [removed: that are] recognized by our [added: foreign subsidiaries, including our] Canadian and Chinese [removed: subsidiaries] [added: subsidiaries,] on [removed: U.S. dollar denominated] [added: their] monetary assets and [removed: liabilities.][added: liabilities denominated in currencies other than their functional currency.]

Please refer to Note [removed: 16.][added: 17.]

Derivative Financial Instruments included in Item 8 of Part II of this report for further [removed: information, including] details [removed: of] [added: on] the [removed: notional amounts outstanding.][added: nature of our financial instruments.]

[removed: [Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)][added: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)]

[removed: *Interest] [added: Interest] Rate [removed: Risk*.][added: Risk]

As of January [removed: 29, 2023,] [added: 28, 2024,] aside from letters of credit of [removed: $6.5] [added: $6.3] million, there were no borrowings outstanding under these credit facilities.

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

*Translation Risk*.

As a result of the fluctuation in exchange rates compared to the U.S. dollar our revenue was $89.8 million lower in 2023 in comparison to 2022.

A significant portion of our net assets are held by our Canadian dollar subsidiary.

The impact to other comprehensive loss of translation of our Canadian subsidiaries was an increase in the loss of $9.0 million, inclusive of net investment hedge gains.

*Transaction Risk*.

purchasing entity.

We also hold cash and cash equivalents and other monetary assets in currencies that are different to the functional currency of our subsidiaries.

We perform a sensitivity analysis to determine the market risk exposure associated with the fair values of our forward currency contracts.

The net fair value of outstanding derivatives as of January 28, 2024 was a liability of $2.2 million.

As of January 28, 2024, a 10% depreciation in the U.S. dollar against the hedged currencies would have resulted in the net fair value of outstanding derivatives depreciating by $29.8 million.

The hypothetical change in the fair value of the forward currency contracts would have been substantially offset by a corresponding but directionally opposite change in the underlying hedged items.

As of January 28, 2024, we held cash and cash equivalents of $2.2 billion.

Interest generated on cash balances is subject to variability as interest rates increase or decrease.

During 2022 and 2023, our operating margin was impacted by increased wage rates.

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

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

The potential impact of currency fluctuation increases as our international expansion increases.

We currently generate a significant portion of our net revenue and incur a significant portion of our expenses in Canada.

We also hold a significant portion of our net assets in Canada.

The reporting currency for our consolidated financial statements is the U.S. dollar.

A strengthening of the U.S. dollar against the Canadian dollar results in:

- the following impacts to the consolidated statements of operations:

–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;

–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 currency exchange revaluation gains by our Canadian subsidiaries on U.S. dollar denominated monetary assets and liabilities; and

–derivative valuation losses on forward currency contracts not designated in a hedging relationship;

- the following impacts to the consolidated balance sheets:

–a decrease in the foreign currency translation adjustment which arises on the translation of our Canadian subsidiaries' balance sheets into U.S. dollars; and

–net investment hedge losses from derivative valuation losses on forward currency contracts, entered into as net investment hedges of a Canadian subsidiary.

During 2022, the change in the relative value of the U.S. dollar against the Canadian dollar resulted in a $54.5 million increase in accumulated other comprehensive loss within stockholders' equity.

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

A 10% appreciation in the relative value of the U.S. dollar against the Canadian dollar compared to the foreign currency exchange rates in effect for 2022 would have resulted in lower income from operations of approximately $30.9 million in 2022.

This assumes a consistent 10% appreciation in the U.S. dollar against the Canadian dollar over the fiscal year.

The timing

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

We do not believe these balances are subject to material interest rate risk.

In this Annual Report on Form 10-K for the fiscal year ended January [removed: 29, 2023,] [added: 28, 2024,] 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 [added: 28, 2024 as "2023," the fiscal year ended January] 29, 2023 as [removed: "2022"] [added: "2022,"] and the fiscal year ended January 30, 2022 as "2021." Our next fiscal year ends on [removed: January 28, 2024] [added: February 2, 2025] and is referred to as [removed: "2023."][added: "2024."]

- [Our [removed: Products](#i52927b7d3bc84a4cae1316542ab424ed_19)][added: Products](#i6f559ef4d5bf43cc87c083318bb54a29_19)]

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

- [Integrated [removed: Marketing](#i52927b7d3bc84a4cae1316542ab424ed_28)][added: Marketing](#i6f559ef4d5bf43cc87c083318bb54a29_28)]

- [Product Design and [removed: Development](#i52927b7d3bc84a4cae1316542ab424ed_31)][added: Development](#i6f559ef4d5bf43cc87c083318bb54a29_31)]

- [Sourcing and [removed: Manufacturing](#i52927b7d3bc84a4cae1316542ab424ed_34)][added: Manufacturing](#i6f559ef4d5bf43cc87c083318bb54a29_34)]

- [Distribution [removed: Facilities](#i52927b7d3bc84a4cae1316542ab424ed_37)][added: Facilities](#i6f559ef4d5bf43cc87c083318bb54a29_37)]

- [Human [removed: Capital](#i52927b7d3bc84a4cae1316542ab424ed_46)][added: Capital](#i6f559ef4d5bf43cc87c083318bb54a29_46)]

- [Intellectual [removed: Property](#i52927b7d3bc84a4cae1316542ab424ed_49)][added: Property](#i6f559ef4d5bf43cc87c083318bb54a29_52)]

- [Securities and Exchange Commission [removed: Filings](#i52927b7d3bc84a4cae1316542ab424ed_52)][added: Filings](#i6f559ef4d5bf43cc87c083318bb54a29_55)]

[removed: [Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)][added: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)]

In this way, we believe we are better positioned to address the needs of our guests, helping us advance our product lines and differentiate us from [removed: the competition.][added: our competitors.]

[removed: Revenue] [added: We believe net revenue] from 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.

[removed: Our Segments][added: - [Our Markets and Segments](#i6f559ef4d5bf43cc87c083318bb54a29_25)]

[removed: ][added: ]

[removed: Company-Operated Stores][added: | Total company-operated stores | | | | | | 711 | | | | | | 655 | | |]

[added: *Company-operated stores*:] In addition to [removed: being] [added: serving as] a venue to sell our products, our stores give us a direct connection to our [removed: guest,] [added: guests,] which we view as a valuable tool in helping us build our brand and product [removed: line.][added: lines as well as enabling our omni-channel capabilities.]

| Number of company-operated stores by [removed: country (market)] [added: market] | | | | | | January [removed: 29, 2023] [added: 28, 2024] | | | | | | January [removed: 30, 2022] [added: 29, 2023] | | |

| United States | | | | | | [removed: 350] [added: 367] | | | | | | [removed: 324] [added: 350] | | |

| Canada | | | | | | [removed: 69] [added: 71] | | | | | | [removed: 63] [added: 69] | | |

| Australia | | | | | | [removed: 32] [added: 33] | | | | | | [removed: 31] [added: 32] | | |

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

| South Korea | | | | | | [removed: 16] [added: 19] | | | | | | [removed: 12] [added: 16] | | |

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

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

| Singapore | | | | | | [removed: 8] [added: 7] | | | | | | [removed: 6] [added: 8] | | |

| Japan | | | | | | [removed: 7] [added: 8] | | | | | | [removed: 6] [added: 7] | | |

| France | | | | | | [removed: 4] [added: 6] | | | | | | [removed: 3] [added: 4] | | |

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

| Spain | | | | | | 3 | | | | | | [removed: —] [added: 3] | | |

| Malaysia | | | | | | [removed: 2] [added: 3] | | | | | | 2 | | |

| Netherlands | | | | | | [removed: 1] [added: 2] | | | | | | 1 | | |

[removed: Retail] [added: | Total] locations operated by third parties under license and supply arrangements [removed: are not included in the above table.][added: | | | | | | 39 | | | | | | 26 | | |]

Our sales per square foot was [removed: $1,580] [added: $1,609, $1,580,] and $1,443 for [removed: 2022] [added: 2023, 2022,] and [removed: 2021,] [added: 2021] respectively.

[removed: Our direct to consumer channel] [added: *E-commerce*: We believe e-commerce is convenient for our guests and] also allows us to reach and serve guests in markets beyond where our physical retail locations are based.

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

We continue to evolve and integrate our digital and physical channels in order to enrich our interactions with our guests, and to provide [removed: an enhanced] [added: a seamless] omni-channel experience.

*•Outlets* - We utilize outlets to sell [removed: slow] [added: slower] moving inventory and inventory from prior seasons at discounted prices.

- *Wholesale* - We sell to [removed: premium wholesale locations] [added: partners] that offer [removed: an alternative distribution channel that is] convenient [added: access] for [removed: our] [added: both] core [removed: guest] and [removed: enhances the image of our brand,] [added: new guests,] including yoga and fitness studios, university campus retailers, and other select partners.

- *License and supply arrangements* [removed: \-] [added: -] We enter into license and supply arrangements [removed: from time to time] when we believe it will be to our advantage to partner with [removed: companies and individuals] [added: third parties] with significant experience and proven success in certain target markets.

- [Competition](#i6f559ef4d5bf43cc87c083318bb54a29_40)

- [Seasonality](#i6f559ef4d5bf43cc87c083318bb54a29_43)

During 2023, our women's range represented 64% of net revenue and our men's range represented 23% of net revenue.

Our comprehensive men's line is a key pillar of our strategic growth plans.

We continue to innovate and introduce new products for our guests.

This includes introducing new product categories and expanding our accessories assortment.

We believe this is another way in which we can attract new guests and enable them to experience our products.

Net revenue from our other product categories represented 13% of net revenue in 2023.

We operate in over 25 countries around the world and organize our operations into four regional markets: Americas, China Mainland, Asia Pacific ("APAC"), and Europe and the Middle East ("EMEA").

We report three segments, Americas, China Mainland, and Rest of World, which is comprised of the APAC and EMEA regions on a combined basis.

During the fourth quarter of 2023, we revised the financial information which our Chief Executive Officer, who is our chief operating decision maker ("CODM"), uses to evaluate performance and allocate resources.

This resulted in a change in our identified operating segments.

As we have further executed on our omni-channel retail strategy, and continued to expand our operations in international markets, our performance reviews and resource allocation decisions have evolved to be made on a regional market basis.

Our segment results have been recast to reflect our regional market-based structure.

Historically, our segments were based on selling channel.

We continue to monitor our revenue performance by our selling channels which are further described below.

We operate an omni-channel retail model and aim to efficiently and effectively serve our guests in the ways most convenient to them.

We have invested in technologies which enable our omni-channel retailing model.

Our capabilities differ by market and include:

- *Buy online pick-up in store* - guests can purchase our products via our website or digital app and then collect that product from a retail location;

- *Back-back room* - our store educators can access inventory located at our other locations and have product shipped directly to a guest's address or a store;

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

- *Ship from store* – we are able to fulfill e-commerce orders by accessing inventory at both our distribution centers and at our retail locations, expanding the pool of accessible inventory;

- *Returns processing* – e-commerce guests are able to return products either online or in-store; and

- *One inventory pool* – we are able to view and allocate the product held at our distribution centers to either our physical retail locations, or make it available to fulfill online demand.

We operate a combination of physical retail locations and e-commerce services via our websites, other region-specific websites, digital marketplaces, and mobile apps.

Our physical retail locations remain a key part of our growth strategy and we view them as a valuable tool in helping us build our brand and product line as well as enabling our omni-channel capabilities.

We plan to continue to expand square footage and open new company-operated stores to support our growth objectives.

Americas

We have operated in the Americas for over 25 years.

We opened our first ever store in Vancouver, Canada in 1998.

In 2023, the net revenue we generated in the Americas represented 79% of our total net revenue.

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

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

| | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

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

| Net revenue | | | | | | $ | 7,631,647 | | | | | $ | 6,817,454 | | | | | $ | 5,299,906 | |

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

| Net revenue growth | | | | | | 11.9 | | % | | | | 28.6 | | % | | | | 40.3 | | % |

Our operations in the Americas are core to our business and we aim to continue to grow our net revenue in this market through ongoing product innovation and by building brand awareness.

- [Our Market](#i52927b7d3bc84a4cae1316542ab424ed_22)

- [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.

Our Market

Our guests seek a combination of performance, style, and sensation in their athletic apparel, choosing products that allow them to feel great however they exercise.

Since consumer purchase decisions are driven by both an actual need for functional products and a desire to live a particular lifestyle, we believe the credibility of our brand and the authentic community experiences we offer expand our potential market beyond just athletes to those who pursue an active, mindful, and balanced life.

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

North America is our largest market by geographical split, representing 84% of our 2022 net revenue.

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

We are expanding in these regions via a decentralized model, allowing for local community insight and consumer preference to inform our strategic expansion.

We primarily conduct our business through two channels: company-operated stores and direct to consumer.

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.

The financial results of these operations are disclosed in Other.

At the end of 2022, we operated 655 stores in 18 countries across the globe.

| People's Republic of China(1) | | | | | | 117 | | | | | | 86 | | |

| Total company-operated stores | | | | | | 655 | | | | | | 574 | | |

__________

(1)PRC included 99 stores in China Mainland, nine stores in Hong Kong Special Administrative Region, seven stores in Taiwan, and two stores in Macao Special Administration Region, as of January 29, 2023.

As of January 30, 2022, there were 70 stores in China Mainland, nine stores in Hong Kong Special Administrative Region, five stores in Taiwan, and two stores in Macao Special Administration Region.

As of January 29, 2023, there were 26 licensed locations, including 12 in Mexico, seven in the United Arab Emirates, three in Qatar, three in Saudi Arabia, and one in Kuwait.

We opened 81 net new company-operated stores in 2022, including 49 net new stores outside of North America.

We perform ongoing evaluations of our portfolio of company-operated store locations.

During 2022, we closed six of our lululemon branded company-operated stores.

As we continue our evaluations we may, in the future, close or relocate additional company-operated stores.

In 2023, we believe our new store growth will come primarily from company-operated store openings in the United States and the PRC.

We expect our real estate strategy over the next several years to not only consist of opening new company-operated stores, but also to include overall square footage growth through store expansions and relocations.

We believe that our innovative retail concept and guest experience contribute to the success of our stores.

We use sales per square foot to assess the performance of our company-operated stores relative to their square footage.

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

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

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

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

It excludes any space used for non-retail related

activities.

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

Direct to Consumer

We believe e-commerce is convenient for our core guest and enhances the image of our brand.

Other

Our other operations primarily include:

Please see the legal proceedings described in Note [removed: 20.][added: 21.]

[removed: [Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)][added: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)]

For the fiscal year ended January [removed: 29, 2023][added: 28, 2024]

[removed: ][added: ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 [removed: of] [added: or] Section 15(d) of the Act.

The aggregate market value of the voting stock held by non-affiliates of the registrant on July [removed: 29, 2022] [added: 28, 2023] was approximately [removed: $33,762,000,000.][added: $40,905,000,000.]

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: 29, 2022.][added: 28, 2023.]

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: 29, 2022.][added: 28, 2023.]

*Common Stock:* At March [removed: 22, 2023] [added: 15, 2024] there were [removed: 122,048,680] [added: 120,892,132] shares of the registrant's common stock, par value $0.005 per share, outstanding.

*Exchangeable and Special Voting Shares:* At March [removed: 22, 2023,] [added: 15, 2024,] there were outstanding 5,115,961 exchangeable shares of Lulu Canadian Holding, Inc., a wholly-owned subsidiary of the registrant.

In addition, at March [removed: 22, 2023,] [added: 15, 2024,] the registrant had outstanding 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: 2023] [added: 2024] Annual Meeting of Stockholders have been incorporated by reference into Part III of this Annual Report on Form 10-K.

| Item 1. | | | [removed: [Business](#i52927b7d3bc84a4cae1316542ab424ed_16)] [added: [Business](#i6f559ef4d5bf43cc87c083318bb54a29_16)] | | | [removed: [1](#i52927b7d3bc84a4cae1316542ab424ed_16)] [added: [1](#i6f559ef4d5bf43cc87c083318bb54a29_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i52927b7d3bc84a4cae1316542ab424ed_55)] [added: Factors](#i6f559ef4d5bf43cc87c083318bb54a29_58)] | | | [removed: [8](#i52927b7d3bc84a4cae1316542ab424ed_55)] [added: [10](#i6f559ef4d5bf43cc87c083318bb54a29_58)] | | |

| Item 2. | | | [removed: [Properties](#i52927b7d3bc84a4cae1316542ab424ed_58)] [added: [Properties](#i6f559ef4d5bf43cc87c083318bb54a29_61)] | | | [removed: [21](#i52927b7d3bc84a4cae1316542ab424ed_58)] [added: [24](#i6f559ef4d5bf43cc87c083318bb54a29_61)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i52927b7d3bc84a4cae1316542ab424ed_61)] [added: Proceedings](#i6f559ef4d5bf43cc87c083318bb54a29_64)] | | | [removed: [21](#i52927b7d3bc84a4cae1316542ab424ed_61)] [added: [24](#i6f559ef4d5bf43cc87c083318bb54a29_64)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i52927b7d3bc84a4cae1316542ab424ed_64)] [added: Disclosures](#i6f559ef4d5bf43cc87c083318bb54a29_67)] | | | [removed: [21](#i52927b7d3bc84a4cae1316542ab424ed_64)] [added: [24](#i6f559ef4d5bf43cc87c083318bb54a29_67)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i52927b7d3bc84a4cae1316542ab424ed_70)] [added: Securities](#i6f559ef4d5bf43cc87c083318bb54a29_73)] | | | [removed: [22](#i52927b7d3bc84a4cae1316542ab424ed_70)] [added: [25](#i6f559ef4d5bf43cc87c083318bb54a29_73)] | | |

| Item 6. | | | [Selected Consolidated Financial [removed: Data](#i52927b7d3bc84a4cae1316542ab424ed_73)] [added: Data](#i6f559ef4d5bf43cc87c083318bb54a29_76)] | | | [removed: [23](#i52927b7d3bc84a4cae1316542ab424ed_73)] [added: [26](#i6f559ef4d5bf43cc87c083318bb54a29_76)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i52927b7d3bc84a4cae1316542ab424ed_76)] [added: Operations](#i6f559ef4d5bf43cc87c083318bb54a29_79)] | | | [removed: [24](#i52927b7d3bc84a4cae1316542ab424ed_76)] [added: [27](#i6f559ef4d5bf43cc87c083318bb54a29_79)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i52927b7d3bc84a4cae1316542ab424ed_127)] [added: Risk](#i6f559ef4d5bf43cc87c083318bb54a29_127)] | | | [removed: [39](#i52927b7d3bc84a4cae1316542ab424ed_127)] [added: [44](#i6f559ef4d5bf43cc87c083318bb54a29_127)] | | |

| Item 8. | | | [Financial [removed: Statements](#i52927b7d3bc84a4cae1316542ab424ed_130)] [added: Statements](#i6f559ef4d5bf43cc87c083318bb54a29_130)] | | | [removed: [41](#i52927b7d3bc84a4cae1316542ab424ed_130)] [added: [46](#i6f559ef4d5bf43cc87c083318bb54a29_130)] | | |

| | | | [Index for Notes to the Consolidated Financial [removed: Statements](#i52927b7d3bc84a4cae1316542ab424ed_148)] [added: Statements](#i6f559ef4d5bf43cc87c083318bb54a29_148)] | | | [removed: [50](#i52927b7d3bc84a4cae1316542ab424ed_148)] [added: [54](#i6f559ef4d5bf43cc87c083318bb54a29_148)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i52927b7d3bc84a4cae1316542ab424ed_223)] [added: Procedures](#i6f559ef4d5bf43cc87c083318bb54a29_226)] | | | [removed: [75](#i52927b7d3bc84a4cae1316542ab424ed_223)] [added: [79](#i6f559ef4d5bf43cc87c083318bb54a29_226)] | | |

| Item 9B. | | | [Other [removed: Information](#i52927b7d3bc84a4cae1316542ab424ed_226)] [added: Information](#i6f559ef4d5bf43cc87c083318bb54a29_229)] | | | [removed: [76](#i52927b7d3bc84a4cae1316542ab424ed_226)] [added: [80](#i6f559ef4d5bf43cc87c083318bb54a29_229)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i52927b7d3bc84a4cae1316542ab424ed_1817)] [added: Inspections](#i6f559ef4d5bf43cc87c083318bb54a29_232)] | | | [removed: [76](#i52927b7d3bc84a4cae1316542ab424ed_1817)] [added: [81](#i6f559ef4d5bf43cc87c083318bb54a29_232)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i52927b7d3bc84a4cae1316542ab424ed_232)] [added: Governance](#i6f559ef4d5bf43cc87c083318bb54a29_238)] | | | [removed: [77](#i52927b7d3bc84a4cae1316542ab424ed_232)] [added: [82](#i6f559ef4d5bf43cc87c083318bb54a29_238)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i52927b7d3bc84a4cae1316542ab424ed_235)] [added: Compensation](#i6f559ef4d5bf43cc87c083318bb54a29_241)] | | | [removed: [77](#i52927b7d3bc84a4cae1316542ab424ed_235)] [added: [82](#i6f559ef4d5bf43cc87c083318bb54a29_241)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i52927b7d3bc84a4cae1316542ab424ed_238)] [added: Matters](#i6f559ef4d5bf43cc87c083318bb54a29_244)] | | | [removed: [77](#i52927b7d3bc84a4cae1316542ab424ed_238)] [added: [82](#i6f559ef4d5bf43cc87c083318bb54a29_244)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i52927b7d3bc84a4cae1316542ab424ed_241)] [added: Independence](#i6f559ef4d5bf43cc87c083318bb54a29_247)] | | | [removed: [78](#i52927b7d3bc84a4cae1316542ab424ed_241)] [added: [83](#i6f559ef4d5bf43cc87c083318bb54a29_247)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i52927b7d3bc84a4cae1316542ab424ed_244)] [added: Services](#i6f559ef4d5bf43cc87c083318bb54a29_250)] | | | [removed: [78](#i52927b7d3bc84a4cae1316542ab424ed_244)] [added: [83](#i6f559ef4d5bf43cc87c083318bb54a29_250)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedule](#i52927b7d3bc84a4cae1316542ab424ed_250)] [added: Schedule](#i6f559ef4d5bf43cc87c083318bb54a29_256)] | | | [removed: [79](#i52927b7d3bc84a4cae1316542ab424ed_250)] [added: [84](#i6f559ef4d5bf43cc87c083318bb54a29_256)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i52927b7d3bc84a4cae1316542ab424ed_259)] [added: Summary](#i6f559ef4d5bf43cc87c083318bb54a29_262)] | | | [removed: [82](#i52927b7d3bc84a4cae1316542ab424ed_259)] [added: [86](#i6f559ef4d5bf43cc87c083318bb54a29_262)] | | |

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

| [PART I](#i6f559ef4d5bf43cc87c083318bb54a29_10) | | | | | | | | |

| Item 1C. | | | [Cybersecurity](#i6f559ef4d5bf43cc87c083318bb54a29_1725) | | | [22](#i6f559ef4d5bf43cc87c083318bb54a29_1725) | | |

| [PART II](#i6f559ef4d5bf43cc87c083318bb54a29_70) | | | | | | | | |

| [PART III](#i6f559ef4d5bf43cc87c083318bb54a29_235) | | | | | | | | |

| [PART IV](#i6f559ef4d5bf43cc87c083318bb54a29_253) | | | | | | | | |

| [Signatures](#i6f559ef4d5bf43cc87c083318bb54a29_265) | | | | | | [87](#i6f559ef4d5bf43cc87c083318bb54a29_265) | | |

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

These websites and information contained on or accessible through these websites are not incorporated by reference into, and do not form a part of, this Annual Report or any other report or document we file with the SEC, and any references to any websites are intended to be inactive textual references only.

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

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

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

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

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

These websites and materials are not incorporated by reference herein.

Risk Management and Strategy

Our business operations and relationships with customers and suppliers are heavily reliant on technology.

We operate a cybersecurity program designed to assess our security risks and threats, to manage those risks and protect our technology systems and data, and to detect and respond to cybersecurity incidents.

We manage strategic risks, including cybersecurity risk, through our Enterprise Risk Management program which has direct involvement from the board of directors, the audit committee, and senior management.

Through this process, we have identified cybersecurity as a risk management priority.

Governance

Our board of directors provides oversight of cybersecurity risks and has delegated primary responsibility to the audit committee, which is responsible for overseeing our enterprise risk assessments and management policies, procedures, and practices (including regarding those risks related to information security, cybersecurity, and data protection).

The audit committee maintains a cybersecurity sub-committee that is comprised of our Chief Information Officer ("CIO"), our Chief Information Security Officer ("CISO"), and representatives from the audit committee and board of directors that have knowledge and experience in cybersecurity matters.

The cybersecurity sub-committee reviews our cybersecurity

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

risk assessments and the steps being taken to monitor, control, and report on those risks as well as discusses regulatory and market developments.

They also review our process for identifying and responding to cybersecurity incidents in a timely manner, and details of cybersecurity attacks or incidents which have occurred.

Management generally meets with, and provides reports to, the cybersecurity sub-committee on a quarterly basis.

Our CIO and CISO also meet with and provide reports to the audit committee at least quarterly.

The board of directors receives periodic reports regarding the activities of the cybersecurity sub-committee.

These reports and meetings are designed to inform the board of directors and committees about the current state of our information security program including cybersecurity risks, the nature, timing, and extent of cybersecurity incidents, if any, and the resolution of such matters.

Cybersecurity Program and Incident Response

Our CISO is responsible for our cybersecurity program, including risk assessments, information security activities, and controls.

The CISO is responsible for establishing and maintaining corporate information security policies and overseeing our risk management activities, which prioritize vulnerability management, risk reduction, and prevention.

Our CISO also leads our Cyber Defense and Incident Response (“CDIR”) team which identifies, assesses, escalates, and remediates cybersecurity incidents.

Our current CISO has over 25 years of experience in information security across different industries in the US, Europe, and South and Central America.

Our current CISO is a member of the Information Systems Audit and Control Association and brings extensive experience and knowledge of cybersecurity risk management.

The CDIR team identifies, tracks, reviews, assesses, and takes actions over key cybersecurity risks including but not limited to: (i) third parties/vendors, (ii) cloud security, (iii) malicious code, (iv) our digital e-commerce channels and systems, and (v) our store technology.

The CDIR team also undertakes enterprise architecture reviews, considers cyber defense and incident response findings, performs vulnerability scans, and assesses threats and performs landscape intelligence analysis.

As part of our cybersecurity program, we conduct cybersecurity awareness training including phishing simulations and supplemental campaigns as well as mandatory e-learning for all our employees.

Our employees have multiple mechanisms for reporting cybersecurity and data privacy concerns.

We work with third-party cybersecurity advisors to undertake assessments of our critical systems and to remediate any high-risk vulnerabilities identified.

We also engage third parties to perform penetration testing on our key systems to identify potential weaknesses.

As part of our cyber incident response plan, we utilize an established framework to assess the severity of cybersecurity incidents.

Under the plan, incidents are escalated to relevant senior management, and the board of directors, as appropriate, based on their severity.

Our disclosure committee assesses the materiality of severe incidents including both quantitative and qualitative factors.

Third Parties

We utilize third-party service providers as a normal part of our business operations.

To address cybersecurity risks arising from our relationships with third-party service providers, we employ a vendor risk program.

We monitor risks relating to potential compromises of sensitive information at our third-party service providers and re-evaluate the risks associated with our partners periodically.

Prior to exchanging our data with third-party service providers, they are required to go through a vendor risk assessment.

We also conduct third-party security reviews and evaluate their network, processes, and systems.

In addition, we obtain annual attestation reports related to data security and privacy from certain third-party service providers to further support compliance with industry-standard cybersecurity protocols.

Impact of Cybersecurity Risks on Strategy and Results

Based on the information available as of the date of this Annual Report, we have not been materially affected by any previous cybersecurity incidents.

The general location, use and approximate size of our principal owned properties as of January [removed: 29, 2023,] [added: 28, 2024,] are set forth below:

The general location, use, approximate size and lease renewal date of our principal non-retail leased properties as of January [removed: 29, 2023,] [added: 28, 2024,] are set forth below:

| [removed: Derrimut,] [added: Ravenhall,] VIC, Australia | | | | | | Distribution Center | | | | | | [removed: 50,000] [added: 250,000] | | | | | | [removed: October 2024] [added: September 2033] | | |

During 2021, we entered into a new lease for a U.S. distribution center in Ontario, California of approximately [removed: 1,250,000] [added: 1,255,000] square feet which [removed: is due to expire] [added: expires] in [removed: 2038.][added: 2039.]

During 2022, we entered into a new lease for [removed: an Australian] [added: a Canadian] distribution center in [removed: Ravenhall, Victoria] [added: Brampton, Ontario] of approximately [removed: 250,000] [added: 980,000] square feet which [removed: is due to expire] [added: expires] in [removed: 2033.][added: 2041.]

We expect this distribution center to be operational in [removed: 2023.][added: fiscal 2026.]

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

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.

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

[removed: [Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)][added: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)]

As of March [removed: 22, 2023,] [added: 15, 2024,] there were approximately 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 [removed: January 28, 2018] [added: February 3, 2019] (the date of our fiscal year end five years ago) and January [removed: 29, 2023,] [added: 28, 2024,] 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 [removed: January 28, 2018] [added: February 3, 2019] at the closing sale price 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: 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] | | | | | | [removed: 29-Jan-23] [added: 28-Jan-24] | | |

| S&P 500 Apparel, Accessories & Luxury Goods Index | | | | | | $ | 100.00 | | | | | $ | [removed: 88.10] [added: 90.30] | | | | | $ | [removed: 79.56] [added: 86.51] | | | | | $ | [removed: 76.22] [added: 83.79] | | | | | $ | [removed: 73.82] [added: 59.05] | | | | | $ | [removed: 52.03] [added: 47.77] | |

[removed: [Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)][added: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)]

The following table provides information regarding our purchases of shares of our common stock during the fourth quarter of [removed: 2022] [added: 2023] related to our stock repurchase [removed: program:][added: programs:]

(1)Monthly information is presented by reference to our fiscal periods during our fourth quarter of [removed: 2022.][added: 2023.]

(2)On March 23, [removed: 2022,] [added: 2022 and November 29, 2023,] our board of directors approved [removed: a] stock repurchase [removed: program] [added: programs, each] for up to $1.0 billion of our common shares on the open market or in privately negotiated transactions.

The repurchase [removed: plan has] [added: plans have] no time limit and [removed: does] [added: do] not require the repurchase of a minimum number of shares.

The authorized value of shares available to be repurchased under [removed: this program] [added: these programs] excludes the cost of commissions and excise taxes.

The following table summarizes purchases of shares of our common stock during the fourth quarter of [removed: 2022] [added: 2023] related to our Employee Share Purchase Plan (ESPP):

| lululemon athletica inc. | | | | | | $ | 100.00 | | | | | $ | 163.83 | | | | | $ | 224.94 | | | | | $ | 216.20 | | | | | $ | 212.74 | | | | | $ | 327.15 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 119.18 | | | | | $ | 137.23 | | | | | $ | 163.75 | | | | | $ | 150.40 | | | | | $ | 180.71 | |

| October 30, 2023 - November 26, 2023 | | | | | | 50,619 | | | | | | $ | 400.10 | | | | | 50,619 | | | | | | $ | 222,941,393 | |

| November 27, 2023 - December 31, 2023 | | | | | | 10,040 | | | | | | 507.57 | | | | | | 10,040 | | | | | | 1,217,845,403 | | |

| January 1, 2024 - January 28, 2024 | | | | | | 59,180 | | | | | | 483.73 | | | | | | 59,180 | | | | | | 1,189,218,138 | | |

| Total | | | | | | 119,839 | | | | | | | | | | | | 119,839 | | | | | | | | |

| October 30, 2023 - November 26, 2023 | | | | | | 7,367 | | | | | | $ | 418.18 | | | | | 7,367 | | | | | | 4,415,983 | | |

| November 27, 2023 - December 31, 2023 | | | | | | 7,331 | | | | | | 491.70 | | | | | | 7,331 | | | | | | 4,408,652 | | |

| January 1, 2024 - January 28, 2024 | | | | | | 5,954 | | | | | | 482.84 | | | | | | 5,954 | | | | | | 4,402,698 | | |

| Total | | | | | | 20,652 | | | | | | | | | | | | 20,652 | | | | | | | | |

(1)Monthly information is presented by reference to our fiscal periods during our fourth quarter of 2023.

| 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 | | | | | | | | |

| 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 | | | | | | | | |

[removed: [Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)][added: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)]

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i52927b7d3bc84a4cae1316542ab424ed_133) 271[)](#i52927b7d3bc84a4cae1316542ab424ed_133)] [added: ID](#i6f559ef4d5bf43cc87c083318bb54a29_133) 271[)](#i6f559ef4d5bf43cc87c083318bb54a29_133)] | | | [removed: [42](#i52927b7d3bc84a4cae1316542ab424ed_133)] [added: [47](#i6f559ef4d5bf43cc87c083318bb54a29_133)] | | |

| [Consolidated Balance [removed: Sheets](#i52927b7d3bc84a4cae1316542ab424ed_136)] [added: Sheets](#i6f559ef4d5bf43cc87c083318bb54a29_136)] | | | [removed: [45](#i52927b7d3bc84a4cae1316542ab424ed_136)] [added: [49](#i6f559ef4d5bf43cc87c083318bb54a29_136)] | | |

| [Consolidated Statements of Operations and Comprehensive [removed: Income](#i52927b7d3bc84a4cae1316542ab424ed_139)] [added: Income](#i6f559ef4d5bf43cc87c083318bb54a29_139)] | | | [removed: [46](#i52927b7d3bc84a4cae1316542ab424ed_139)] [added: [50](#i6f559ef4d5bf43cc87c083318bb54a29_139)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#i52927b7d3bc84a4cae1316542ab424ed_142)] [added: Equity](#i6f559ef4d5bf43cc87c083318bb54a29_142)] | | | [removed: [47](#i52927b7d3bc84a4cae1316542ab424ed_142)] [added: [51](#i6f559ef4d5bf43cc87c083318bb54a29_142)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i52927b7d3bc84a4cae1316542ab424ed_145)] [added: Flows](#i6f559ef4d5bf43cc87c083318bb54a29_145)] | | | [removed: [49](#i52927b7d3bc84a4cae1316542ab424ed_145)] [added: [53](#i6f559ef4d5bf43cc87c083318bb54a29_145)] | | |

| [Index for Notes to the Consolidated Financial [removed: Statements](#i52927b7d3bc84a4cae1316542ab424ed_148)] [added: Statements](#i6f559ef4d5bf43cc87c083318bb54a29_148)] | | | [removed: [50](#i52927b7d3bc84a4cae1316542ab424ed_148)] [added: [54](#i6f559ef4d5bf43cc87c083318bb54a29_148)] | | |

[removed: [Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)][added: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)]

We have audited the accompanying consolidated balance sheets of lululemon athletica inc. and its subsidiaries (together, the Company) as of January [removed: 29, 2023] [added: 28, 2024] and January [removed: 30, 2022,] [added: 29, 2023,] and the related consolidated statements of operations and comprehensive income, of stockholders' equity and of cash flows for each of the 52-week years ended January [added: 28, 2024, January] 29, 2023, [added: and] January 30, 2022, [removed: and January 31, 2021,] including the related notes (collectively referred to as the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of January [removed: 29, 2023,] [added: 28, 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control – Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January [removed: 29, 2023] [added: 28, 2024] and January [removed: 30, 2022,] [added: 29, 2023,] and the results of its operations and its cash flows for each of the 52-week years ended January [added: 28, 2024, January] 29, 2023, [removed: January 30, 2022,] and January [removed: 31, 2021] [added: 30, 2022] 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: 29, 2023,] [added: 28, 2024,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.

The [removed: Company's] [added: 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: 2022] [added: 2023] Annual Report on Form 10-K.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As of January [removed: 29, 2023,] [added: 28, 2024,] the Company’s consolidated net inventories balance was [removed: $1,447.4] [added: $1,323.6] million inclusive of the inventory provision of [removed: $124.6] [added: $141.5] million.

The [added: Company used a discounted cash flow model to estimate the] fair value of the lululemon Studio reporting unit [removed: was estimated by management] [added: based on the updated strategic plans, supplemented] by [removed: using a discounted cash flow model,] [added: market comparable analysis,] which [removed: resulted in] [added: indicated] the [removed: recognition] [added: fair value] of [added: lululemon Studio was lower than its carrying value, and led to] a [removed: goodwill] [added: recognition of an] impairment [removed: charge] of [added: goodwill of] $362.5 million.

[removed: March 28, 2023][added: | | | | | | | 2023 | | |]

| | | | | | | January [added: 28, 2024 | | | | | | January] 29, 2023 | | | | | | January 30, 2022 | | |

| Cash and cash [removed: equivalents] [added: equivalents, beginning of period] | | | | | | $ | 1,154,867 | | | | | $ | 1,259,871 | | [added: | | | $ | 1,150,517 | |]

| Accounts receivable, net | | | | | | [removed: 132,906] [added: 124,769] | | | | | | [removed: 77,001] [added: 132,906] | | |

| Inventories | | | | | | [removed: 1,447,367] [added: 1,323,602] | | | | | | [removed: 966,481] [added: 1,447,367] | | |

| Prepaid and receivable income taxes | | | | | | [removed: 185,641] [added: 183,733] | | | | | | [removed: 118,928] [added: 185,641] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 238,672] [added: 184,502] | | | | | | [removed: 192,572] [added: 238,672] | | |

| Property and equipment, net | | | | | | [removed: 1,269,614] [added: 1,545,811] | | | | | | [removed: 927,710] [added: 1,269,614] | | |

| Right-of-use lease assets | | | | | | [removed: 969,419] [added: 1,265,610] | | | | | | [removed: 803,543] [added: 969,419] | | |

| Goodwill | | | | | | [removed: 24,144] [added: 24,083] | | | | | | [removed: 386,880] [added: 24,144] | | |

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

| Deferred income tax assets | | | | | | [removed: 6,402] [added: 9,176] | | | | | | [removed: 6,091] [added: 6,402] | | |

| Other non-current assets | | | | | | [removed: 156,045] [added: 186,684] | | | | | | [removed: 132,102] [added: 156,045] | | |

| Accounts payable | | | | | | $ | [removed: 172,732] [added: 348,441] | | | | | $ | [removed: 289,728] [added: 172,732] | |

| Accrued liabilities and other | | | | | | [removed: 399,223] [added: 348,555] | | | | | | [removed: 330,800] [added: 399,223] | | |

| Accrued compensation and related expenses | | | | | | [removed: 248,167] [added: 326,110] | | | | | | [removed: 204,921] [added: 248,167] | | |

| Current lease liabilities | | | | | | [removed: 207,972] [added: 249,270] | | | | | | [removed: 188,996] [added: 207,972] | | |

| Current income taxes payable | | | | | | [removed: 174,221] [added: 12,098] | | | | | | [removed: 133,852] [added: 174,221] | | |

| Unredeemed gift card liability | | | | | | [removed: 251,478] [added: 306,479] | | | | | | [removed: 208,195] [added: 251,478] | | |

| Other current liabilities | | | | | | [removed: 38,405] [added: 40,308] | | | | | | [removed: 48,842] [added: 38,405] | | |

| Non-current lease liabilities | | | | | | [removed: 862,362] [added: 1,154,012] | | | | | | [removed: 692,056] [added: 862,362] | | |

| Non-current income taxes payable | | | | | | [removed: 28,555] [added: 15,864] | | | | | | [removed: 38,074] [added: 28,555] | | |

| Deferred income tax liabilities | | | | | | [removed: 55,084] [added: 29,522] | | | | | | [removed: 53,352] [added: 55,084] | | |

| Other non-current liabilities | | | | | | [removed: 20,040] [added: 29,201] | | | | | | [removed: 13,616] [added: 20,040] | | |

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

March 21, 2024

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

| Cash and cash equivalents | | | | | | $ | 2,243,971 | | | | | $ | 1,154,867 | |

| | | | | | | 4,060,577 | | | | | | 3,159,453 | | |

| | | | | | | $ | 7,091,941 | | | | | $ | 5,607,038 | |

| | | | | | | 1,631,261 | | | | | | 1,492,198 | | |

| | | | | | | 2,859,860 | | | | | | 2,458,239 | | |

| | | | | | | 4,232,081 | | | | | | 3,148,799 | | |

| | | | | | | $ | 7,091,941 | | | | | $ | 5,607,038 | |

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,550,190 | | | | | | | | | | | | 1,550,190 | | |

| Repurchase of common stock, including excise tax | | | | | | | | | | | | | | | | | | | | | | | | (1,482) | | | | | | (7) | | | | | | (2,690) | | | | | | (555,955) | | | | | | | | | | | | (558,652) | | |

| Balance as of January 28, 2024 | | | | | | 5,116 | | | | | | 5,116 | | | | | | $ | — | | | | | 121,106 | | | | | | $ | 606 | | | | | $ | 575,369 | | | | | $ | 3,920,362 | | | | | $ | (264,256) | | | | | $ | 4,232,081 | |

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

| Net income | | | | | | $ | 1,550,190 | | | | | $ | 854,800 | | | | | $ | 975,322 | |

| Impairment of goodwill and other assets, restructuring costs | | | | | | 74,501 | | | | | | 407,913 | | | | | | — | | |

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

| Inventories | | | | | | 66,584 | | | | | | (573,438) | | | | | | (323,609) | | |

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

| Note 6 | | | [Goodwill](#i6f559ef4d5bf43cc87c083318bb54a29_169) | | | [63](#i6f559ef4d5bf43cc87c083318bb54a29_169) | | |

| Note 13 | | | [Supply Chain Financing Program](#i6f559ef4d5bf43cc87c083318bb54a29_1779) | | | [67](#i6f559ef4d5bf43cc87c083318bb54a29_1779) | | |

| Note 18 | | | [Leases](#i6f559ef4d5bf43cc87c083318bb54a29_205) | | | [73](#i6f559ef4d5bf43cc87c083318bb54a29_205) | | |

| Note 24 | | | [Disaggregated Net Revenue](#i6f559ef4d5bf43cc87c083318bb54a29_223) | | | [79](#i6f559ef4d5bf43cc87c083318bb54a29_223) | | |

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

The Company organizes its operations into four regional markets: Americas, China Mainland, Asia Pacific ("APAC"), and Europe and the Middle East ("EMEA").

It conducts its business through a number of different channels in each market, including company-operated stores, e-commerce, temporary locations, wholesale, outlets, a re-commerce program, and license and supply arrangements.

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

The Company adopted this update during the first quarter of 2023 and the related disclosures are included in Note 13.

Supply Chain Financing Program.

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.

Entities will be required to provide disclosures of significant segmented expenses and other categories used by the Chief Operating Decision Maker ("CODM") in order to enhance disclosure at the segment level.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

*Goodwill Impairment Assessment – lululemon Studio (formerly known as MIRROR) Reporting Unit*

As described in Notes 6 and 8 to the consolidated financial statements, the Company recorded a goodwill impairment in the amount of $362.5 million during the year ended January 29, 2023.

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

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

The key assumptions used in the discounted cash flow model 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 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 effort, which involved the use of professionals with specialized skill and knowledge.

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

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 model; and (iii) evaluating the reasonableness of the key assumptions used by management related to the revenue growth rates, operating profit margins, and the discount rate.

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

considering (i) the current and past performance of the reporting unit; (ii) the performance of peer companies; (iii) the consistency with economic and industry forecasts; and (iv) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the Company’s discounted cash flow model and the reasonableness of the discount rate assumption.

| | | | | | | 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 | | |

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

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

| Balance as of February 2, 2020 | | | | | | 6,227 | | | | | | 6,227 | | | | | | $ | — | | | | | 124,122 | | | | | | $ | 621 | | | | | $ | 355,541 | | | | | $ | 1,820,637 | | | | | $ | (224,581) | | | | | $ | 1,952,218 | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 588,913 | | | | | | | | | | | | 588,913 | | |

| Common stock issued upon exchange of exchangeable shares | | | | | | (1,024) | | | | | | (1,024) | | | | | | — | | | | | | 1,024 | | | | | | 5 | | | | | | (5) | | | | | | | | | | | | | | | | | | — | | |

| Repurchase of common stock | | | | | | | | | | | | | | | | | | | | | | | | (369) | | | | | | (2) | | | | | | (539) | | | | | | (63,122) | | | | | | | | | | | | (63,663) | | |

| Inventories | | | | | | (510,510) | | | | | | (323,609) | | | | | | (96,548) | | |

| Acquisition, net of cash acquired | | | | | | — | | | | | | — | | | | | | (452,581) | | |

| Cash and cash equivalents, beginning of period | | | | | | $ | 1,259,871 | | | | | $ | 1,150,517 | | | | | $ | 1,093,505 | |

| | | | | | | | | |

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

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

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

| Note 23 | | | [Net Revenue by Category and Geography](#i52927b7d3bc84a4cae1316542ab424ed_220) | | | [75](#i52927b7d3bc84a4cae1316542ab424ed_220) | | |

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

The Company operates stores in the United States, the People's Republic of China ("PRC"), Canada, Australia, the United Kingdom, South Korea, Germany, New Zealand, Singapore, Japan, France, Ireland, Spain, Malaysia, Sweden, the Netherlands, Norway, and Switzerland.

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.

COVID-19 Pandemic

The outbreak of a novel strain of coronavirus ("COVID-19") caused governments and public health officials to impose restrictions and recommend precautions to mitigate the spread of the virus.

The Company temporarily closed almost all of its retail locations for a significant portion of the first half of fiscal 2020.

While most of the Company's retail locations have been open since then, certain locations were temporarily closed based on government and health authority guidance, including certain closures during 2022 in the PRC.

In response to the COVID-19 pandemic, various government programs were announced which provide financial relief for affected businesses.

The most significant relief measures which the Company qualified for are the Employee Retention Credit under the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") in the United States, and the Canada Emergency Wage Subsidy ("CEWS") under the COVID-19 Economic Response Plan in Canada.

[removed: Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of the design and operation of our] disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this report, or the Evaluation Date.

[removed: [Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)][added: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)]

[added: 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] 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: 29, 2023.][added: 28, 2024.]

The effectiveness of our internal control over financial reporting as of January [removed: 29, 2023] [added: 28, 2024] has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their 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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of the design and operation of our

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

Trading Arrangements

During the fourth quarter of 2023, no director or officer of lululemon (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).

Appointment of Director

On March 15, 2024, the board of directors of lululemon appointed Teri L.

List as a member of the board of directors.

Ms. List served as executive vice president and chief financial officer of Gap Inc, a global clothing retailer, from January 2017

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

until her retirement in June 2020.

Prior to joining the Gap, she served as chief financial officer at DICK’s Sporting Goods and Kraft Food Group.

Prior to those roles, Ms. List spent nearly 20 years with Procter & Gamble culminating in the role of SVP and Treasurer.

She began her career in public accounting at Deloitte LLP, an auditing, consulting, tax and advisory services firm.

She currently serves on the Boards of Visa, Microsoft and Danaher Corporation.

Ms. List received her Bachelor’s degree in accounting from Northern Michigan University and is a certified public accountant.

The board of directors increased the size of the board from ten to eleven members and appointed Ms. List as a Class I director to fill the newly created vacancy.

Although Ms. List will serve as a member of the class of directors whose terms expire at the 2026 annual meeting of stockholders, our stockholders will have the opportunity to vote on her nomination as a continuing Class I director at the next annual meeting of stockholders.

Ms. List will serve on the Audit Committee and will receive compensation for her service as a director consistent with that of our other non-employee directors.

A description of our standard compensation arrangements for non-employee directors is included as an exhibit to this annual report on Form 10-K.

We expect Ms. List to enter into our standard form indemnification agreement for non-employee directors, the form of which is filed with the SEC as Exhibit 10.16 to our registration statement on Form S-1, dated July 9, 2007.

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.

[removed: [Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)][added: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)]

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: 2023] [added: 2024] 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."

Information contained on or accessible through our websites is not incorporated into, and does not form a part of, this Annual Report or any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.

The information required by this item is incorporated by reference to our [removed: 2023] [added: 2024] Proxy Statement under the captions "Executive Compensation" and "Executive Compensation Tables."

The information required by this item is incorporated by reference to our [removed: 2023] [added: 2024] Proxy Statement under the caption "Principal Shareholders and Share Ownership by Management."

Equity Compensation Plan Information (as of January [removed: 29, 2023)][added: 28, 2024)]

(1)This amount represents the following: (a) [removed: 865,832] [added: 783,036] shares subject to outstanding options, (b) [removed: 166,489] [added: 175,365] shares subject to outstanding performance-based restricted stock units, and (c) [removed: 221,083] [added: 222,630] shares subject to outstanding restricted stock units.

The options, performance-based restricted stock units, and restricted stock units are all under our [removed: 2014] [added: 2023] Equity Incentive Plan.

Restricted shares outstanding under our [removed: 2014] [added: 2023] Equity Incentive Plan have already been reflected in our total outstanding common stock balance.

(3)This includes (a) [removed: 12,284,713] [added: 4,025,805] shares of our common stock available for future issuance under our [removed: 2014] [added: 2023] Equity Incentive Plan and (b) [removed: 4,499,779] [added: 4,402,698] shares of our common stock available for future issuance under our Employee Share Purchase Plan.

The number of shares remaining available for future issuance under our [removed: 2014] [added: 2023] Equity Incentive Plan is reduced by 1.7 shares for each award other than stock options granted and by one share for each stock option award granted.

Outstanding awards that expire or are canceled without having been exercised or settled in full are available for issuance again under our [removed: 2014] [added: 2023] Equity Incentive Plan [removed: and] [added: but] shares that are withheld in satisfaction of tax withholding obligations for full value awards are [removed: also] [added: not] again available for issuance.

No further awards may be issued under the predecessor plan, our [removed: 2007] [added: 2014] Equity Incentive Plan.

[removed: [Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)][added: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)]

| Equity compensation plans approved by stockholders | | | | | | 1,181,031 | | | | | | $ | 285.69 | | | | | 8,428,503 | | |

| Total | | | | | | 1,181,031 | | | | | | $ | 285.69 | | | | | 8,428,503 | | |

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

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

The information required by this item is incorporated by reference to our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] Proxy Statement under the caption "Fees for Professional Services."

[removed: [Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)][added: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)]

[removed: [Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)][added: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)]

| 3.1 | | | | | | [removed: [Amended and Restated] [added: [Restated] Certificate of Incorporation of lululemon athletica [removed: inc.](http://www.sec.gov/Archives/edgar/data/1397187/000094523407000526/o37284exv3w1.htm)] [added: inc.](https://www.sec.gov/Archives/edgar/data/1397187/000139718724000010/lulu-20240128xex31.htm)] | | | | | | [added: X] | | | | | | [removed: 8-K] | | | | | | [removed: 3.1] | | | | | | [removed: 001-33608] | | | | | | [removed: 8/8/2007] | | |

| [removed: 3.5] [added: 3.2] | | | | | | [Bylaws of lululemon athletica inc.](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000012/lulu-20230129xex35.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 3.5] | | | | | | [added: 001-33608] | | | | | | [added: 3/28/2023] | | |

| 10.1* | | | | | | [lululemon athletica inc. [removed: 2014] [added: 2023] Equity Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/1397187/000139718714000041/lulu-20140611xex101.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1397187/000139718724000010/lulu-20240128xex101.htm)] | | | | | | [added: X] | | | | | | [removed: 8-K] | | | | | | [removed: 10.1] | | | | | | [removed: 001-33608] | | | | | | [removed: 6/13/2014] | | |

| 10.2* | | | | | | [Form of Non-Qualified Stock Option [removed: Agreement (for outside directors)](http://www.sec.gov/Archives/edgar/data/1397187/000119312512492935/d423946dex102.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000034/lulu-20230613xex102.htm)] | | | | | | | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 10.2 | | | | | | 001-33608 | | | | | | [removed: 12/6/2012] [added: 6/13/2023] | | |

| [removed: 10.4*] [added: 10.3*] | | | | | | [Form of Notice of Grant of Performance Shares and Performance Shares [removed: Agreement (with clawback provision)](http://www.sec.gov/Archives/edgar/data/1397187/000139718717000027/lulu-20170430xex102.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000034/lulu-20230613xex103.htm)] | | | | | | | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | [removed: 10.2] [added: 10.3] | | | | | | 001-33608 | | | | | | [removed: 6/1/2017] [added: 6/13/2023] | | |

| [removed: 10.5*] [added: 10.4*] | | | | | | [Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units [removed: Agreement (with clawback provision)](https://www.sec.gov/Archives/edgar/data/1397187/000139718722000049/lulu-20221030xex101.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000034/lulu-20230613xex104.htm)] | | | | | | | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | [removed: 10.1] [added: 10.4] | | | | | | 001-33608 | | | | | | [removed: 12/8/2022] [added: 6/13/2023] | | |

| [removed: 10.6*] [added: 10.5*] | | | | | | [Form of Restricted Stock Award [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1397187/000139718714000077/lulu-20141102xex1012.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000034/lulu-20230613xex105.htm)] | | | | | | | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | [removed: 10.12] [added: 10.5] | | | | | | 001-33608 | | | | | | [removed: 12/11/2014] [added: 6/13/2023] | | |

| [removed: 10.7*] [added: 10.6*] | | | | | | [Amended and Restated LIPO Investments (USA), Inc. Option Plan and form of Award Agreement](http://www.sec.gov/Archives/edgar/data/1397187/000094523407000314/o35800exv10w3.htm) | | | | | | | | | | | | S-1 | | | | | | 10.3 | | | | | | 333-142477 | | | | | | 5/1/2007 | | |

| [removed: 10.8] [added: 10.7] | | | | | | [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: 10.9] [added: 10.8] | | | | | | [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: 10.10] [added: 10.9] | | | | | | [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: 10.11] [added: 10.10] | | | | | | [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: 10.12] [added: 10.11] | | | | | | [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: 10.13*] [added: 10.12*] | | | | | | [Outside Director Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000012/lulu-20230129xex1013.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1397187/000139718724000010/lulu-20240128xex1012.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.14*] [added: 10.13*] | | | | | | [Executive Bonus Plan](https://www.sec.gov/Archives/edgar/data/1397187/000139718722000013/lulu-20220130xex101.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 3/29/2022 | | |

| [removed: 10.15*] [added: 10.14*] | | | | | | [lululemon athletica inc. Employee Share Purchase Plan](http://www.sec.gov/Archives/edgar/data/1397187/000094523407000693/o38413exv10w3.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.3 | | | | | | 001-33608 | | | | | | 11/29/2007 | | |

| [removed: 10.16*] [added: 10.15*] | | | | | | [Executive Employment Agreement, effective as of December 5, 2016, between lululemon athletica canada inc. and Celeste Burgoyne](http://www.sec.gov/Archives/edgar/data/1397187/000139718717000008/lulu-20170129xex1023.htm) | | | | | | | | | | | | 10-K | | | | | | 10.23 | | | | | | 001-33608 | | | | | | 3/29/2017 | | |

| [removed: 10.17*] [added: 10.16*] | | | | | | [Amendment to Executive Employment Agreement, effective October 27, 2020, between lululemon athletica canada inc. and Celeste Burgoyne](https://www.sec.gov/Archives/edgar/data/1397187/000139718720000057/lulu-20201101xex101.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 12/10/2020 | | |

| [removed: 10.18*] [added: 10.17*] | | | | | | [Executive Employment Agreement, effective as of August 20, 2018, between lululemon athletica canada inc. and Calvin McDonald](http://www.sec.gov/Archives/edgar/data/1397187/000139718718000042/lulu-20180718xex101.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 7/24/2018 | | |

| [removed: 10.19*] [added: 10.18*] | | | | | | [Executive Employment Agreement, effective as of November 23, 2020, between lululemon athletica inc. and Meghan Frank](https://www.sec.gov/Archives/edgar/data/1397187/000139718720000057/lulu-20201101xex102.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.2 | | | | | | 001-33608 | | | | | | 12/10/2020 | | |

| [removed: 10.20*] [added: 10.19*] | | | | | | [Executive Employment Agreement, effective as of September 20, 2018, between lululemon athletica inc. and Michelle Choe](http://www.sec.gov/Archives/edgar/data/1397187/000139718718000053/lulu-20181028xex101.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 12/06/2018 | | |

| [removed: 10.21*] [added: 10.20*] | | | | | | [Executive Employment Agreement, [removed: 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] [added: effective September] 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 | | |

| [removed: 10.22*] [added: 10.21*] | | | | | | [Executive Employment Agreement, effective as of January 4, 2021, between lululemon athletica UK ltd. and Andre Maestrini](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000009/lulu-20210131xex1022.htm) | | | | | | | | | | | | 10-K | | | | | | 10.22 | | | | | | 001-33608 | | | | | | 3/30/2021 | | |

| [removed: 10.23] [added: 10.22] | | | | | | [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 [removed: 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] [added: issuer, BOFA] Securities, Inc., as sustainability coordinator, 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 inc.](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000012/lulu-20230129xex211.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 21.1] | | | | | | [added: 001-33608] | | | | | | [added: 3/28/2023] | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000012/lulu-20230129xex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1397187/000139718724000010/lulu-20240128xex231.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/1397187/000139718723000012/lulu-20230129xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718724000010/lulu-20240128xex311.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/1397187/000139718723000012/lulu-20230129xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718724000010/lulu-20240128xex312.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/1397187/000139718723000012/lulu-20230129xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718724000010/lulu-20240128xex321.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 101 | | | | | | The following financial statements from the Company's 10-K for the fiscal year ended January [removed: 29, 2023,] [added: 28, 2024,] formatted in iXBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Consolidated Financial Statements | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

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| 97 | | | | | | [Policy for Recovery of Erroneously Awarded Incentive-Based Compensation](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000034/lulu-20230613xex101.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 6/13/2023 | | |

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| 3.2 | | | | | | [Certificate of Amendment to Amended and Restated Certificate of Incorporation of lululemon athletica inc.](http://www.sec.gov/Archives/edgar/data/1397187/000095012311063729/c19022exv3w1.htm) | | | | | | | | | | | | 8-K | | | | | | 3.1 | | | | | | 001-33608 | | | | | | 7/1/2011 | | |

| 3.3 | | | | | | [Certificate of Amendment to Certificate of Incorporation filed July 20, 2017](http://www.sec.gov/Archives/edgar/data/1397187/000139718718000047/lulu-20180729xex31.htm) | | | | | | | | | | | | 10-Q | | | | | | 3.1 | | | | | | 001-33608 | | | | | | 8/30/2018 | | |

| 3.4 | | | | | | [Certificate of Amendment to Certificate of Incorporation filed June 12, 2018](http://www.sec.gov/Archives/edgar/data/1397187/000139718718000047/lulu-20180729xex32.htm) | | | | | | | | | | | | 10-Q | | | | | | 3.1 | | | | | | 001-33608 | | | | | | 8/30/2018 | | |

| 10.3* | | | | | | [Form of Non-Qualified Stock Option Agreement (with clawback provision)](http://www.sec.gov/Archives/edgar/data/1397187/000139718717000027/lulu-20170430xex101.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 6/1/2017 | | |

[removed: [Table of Contents](#i52927b7d3bc84a4cae1316542ab424ed_7)][added: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)]

| | | | Date: | | | | | | March [removed: 28, 2023] [added: 21, 2024] | | |

| /s/ CALVIN MCDONALD | | | | | | Chief Executive Officer and Director | | | | | | March [removed: 28, 2023] [added: 21, 2024] | | |

| /s/ MEGHAN FRANK | | | | | | Chief Financial Officer | | | | | | March [removed: 28, 2023] [added: 21, 2024] | | |

| /s/ MARTHA A.M. MORFITT | | | | | | Director, Board Chair | | | | | | March [removed: 28, 2023] [added: 21, 2024] | | |

| /s/ MICHAEL CASEY | | | | | | Director | | | | | | March [removed: 28, 2023] [added: 21, 2024] | | |

| /s/ ISABEL MAHE | | | | | | Director | | | | | | March [removed: 28, 2023] [added: 21, 2024] | | |

| /s/ KATHRYN HENRY | | | | | | Director | | | | | | March [removed: 28, 2023] [added: 21, 2024] | | |

| /s/ ALISON LOEHNIS | | | | | | Director | | | | | | March [removed: 28, 2023] [added: 21, 2024] | | |

| /s/ JON MCNEILL | | | | | | Director | | | | | | March [removed: 28, 2023] [added: 21, 2024] | | |

| /s/ DAVID M. MUSSAFER | | | | | | Director | | | | | | March [removed: 28, 2023] [added: 21, 2024] | | |

| /s/ EMILY WHITE | | | | | | Director | | | | | | March [removed: 28, 2023] [added: 21, 2024] | | |

[Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)

| /s/ SHANE GRANT | | | | | | Director | | | | | | March 21, 2024 | | |

| Shane Grant | | | | | | | | | | | | | | |

| /s/ TERI LIST | | | | | | Director | | | | | | March 21, 2024 | | |

| Teri List | | | | | | | | | | | | | | |

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| /s/ KOURTNEY GIBSON | | | | | | Director | | | | | | March 28, 2023 | | |

| Kourtney Gibson | | | | | | | | | | | | | | |

| /s/ GLENN MURPHY | | | | | | Director | | | | | | March 28, 2023 | | |

| Glenn Murphy | | | | | | | | | | | | | | |