lululemon athletica (LULU) 10-K risk factor changes: FY2024 vs FY2023
The 2025-02-02 10-K against the 2024-01-28 one, compared heading by heading and sentence by sentence.
Item 1A49 rewritten26 added11 removed292 unchanged
All filing items780 rewritten532 added428 removed1,629 unchanged
Summary
counted, not written
- Item 1A lists 39 risk factor headings: 0 new, 2 reworded and 37 unchanged since FY2023. 0 headings from FY2023 no longer appear.
- Sentence by sentence, 532 added, 428 removed, 780 rewritten and 1,629 unchanged across 21 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2023.
Removed Item 1A headings (0)
Every FY2023 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (2)
[removed: If we continue to grow at a rapid pace, we][added: We] may not be able to effectively manage our growth and the increased complexity of our business and as a result our brand image and financial performance may suffer.- Our business could be negatively affected as a result of actions of
[removed: activist stockholders][added: stockholders, activists,] or others.
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
49 rewritten, 26 added, 11 removed, 292 unchanged
[removed: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)][added: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)]
[removed: Our lululemon Studio subsidiary offers] [added: The] complex hardware [removed: and software products and] [added: previously sold by our lululemon Studio subsidiary, as well as the] services [removed: that] [added: currently offered,] can be affected by design and manufacturing defects.
The occurrence of real or perceived defects in any of our products, now or in the future, could result in additional negative publicity, regulatory investigations, or lawsuits filed against us, particularly if guests or others who use or purchase our lululemon Studio products [removed: are injured.]
The market for [removed: technical athletic apparel] [added: our products] is highly competitive.
We compete directly against [added: global as well as regional and country-specific] wholesalers and direct retailers of athletic apparel, including large, diversified apparel companies with substantial market share, and established companies expanding their production and marketing of technical athletic apparel, as well as against [added: smaller] retailers [added: and those] specifically focused on women's athletic apparel.
We may not have [added: or successfully leverage the] relevant data to effectively understand and react to consumer preferences and expectations.
Our failure to effectively introduce new products that are accepted by consumers could [added: result in a decrease in net revenue and excess inventory levels, which could have a material adverse effect on our financial condition.]
If we are unable to effectively and successfully further develop [removed: these] [added: current] and future new product categories and lines, we may not be able to increase or maintain our sales and our operating margins may be adversely affected.
[removed: If we continue to grow at a rapid pace, we] [added: We] may not be able to effectively manage our growth and the increased complexity of our business and as a result our brand image and financial performance may suffer.
[removed: If our operations continue to grow at a rapid pace, we] [added: We] may experience difficulties in obtaining sufficient raw materials and manufacturing capacity to produce our products, as well as delays in production and shipments, as our products are subject to risks associated with overseas sourcing and manufacturing.
The performance of our senior management team and other key employees [added: and contractors] may not meet our needs and expectations.
Also, the loss of services of any of these key [removed: employees,] [added: individuals,] or any negative public perception with respect to these individuals, may be disruptive to, or cause uncertainty in, our business and could have a negative impact on our ability to manage and grow our business effectively.
Based on cost, during [removed: 2023:][added: 2024:]
- Approximately [removed: 42%] [added: 40%] of our products were manufactured in Vietnam, [removed: 16%] [added: 17%] in Cambodia, 11% in Sri Lanka, [removed: 10%] [added: 11%] in Indonesia, and [removed: 8%] [added: 7%] in Bangladesh, and the remainder in other regions.
- Approximately [removed: 40%] [added: 35%] of the fabric used in our products originated from Taiwan, [removed: 26%] [added: 28%] from China Mainland, [removed: 12%] [added: 11%] from [removed: Sri Lanka,] [added: South Korea,] and the remainder from other regions.
During [removed: 2023,] [added: 2024,] we worked with approximately [removed: 49] [added: 52] vendors to manufacture our products and 67 suppliers to provide the fabric for our products.
- Approximately [removed: 55%] [added: 49%] of our products were manufactured by our top five vendors, the largest of which produced approximately [removed: 17%] [added: 15%] of our products; and
- Approximately 52% of our fabrics were produced by our top five fabric suppliers, the largest of which produced approximately [removed: 19%] [added: 18%] of fabric used.
[removed: Increases in the cost of raw materials, including petroleum or the prices we pay] for silver and our cotton yarn and cotton-based textiles, could have a material adverse effect on our cost of goods sold, results of operations, financial condition, and cash flows.
Advances in [added: artificial intelligence and other] computer capabilities, new technological discoveries or other developments may result in the technology used by us to protect transaction or other data being breached or compromised.
Measures we implement to protect against cyber-attacks may also have the potential to impact our customers' shopping experience or decrease activity on our websites by making them more difficult to [removed: use.][added: use or requiring website downtime.]
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 [added: 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 People's Republic of China [removed: ("PRC")(6).][added: ("PRC")(2).]
We are increasingly dependent on [added: networks,] technology [removed: systems] [added: systems,] and third-parties to operate our e-commerce websites, process transactions, respond to guest inquiries, manage inventory, purchase, sell and ship goods on a timely basis, and maintain cost-efficient operations.
Our technology systems, websites, and operations of third parties on whom we rely, may encounter [removed: damage] [added: damage, slowdown,] or disruption [removed: or slowdown] [added: including complete outages] caused by a failure to successfully upgrade systems, system failures, viruses, computer "hackers", natural disasters, or other causes.
In addition, if changes in technology cause our information systems to become obsolete, [added: we do not effectively leverage artificial intelligence,] or if our information systems are inadequate to handle our growth, we could lose guests.
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 [added: 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.]
[removed: (6)] [added: (2)] PRC includes China Mainland, Hong Kong SAR, Taiwan, and Macau SAR.
Increased scrutiny from investors and others regarding our environmental, social, governance, or [removed: sustainability,] [added: sustainability] responsibilities could result in additional costs or risks and adversely impact our reputation, employee retention, and willingness of customers and suppliers to do business with us.
These parties have placed increased importance on the implications of the social cost of their [removed: investments.][added: investments and disclosure of their ESG practices.]
Any sustainability [added: or impact] report that we publish or other ESG disclosures we make may include our [removed: policies] [added: policies, practices, goals,] and [removed: practices] [added: targets] on a variety of social and ethical matters, including corporate governance, environmental compliance, employee health and safety practices, [removed: human capital management, product quality, supply chain management, and workforce inclusion and diversity.]
It is possible that stakeholders may not be satisfied with our ESG [removed: policies or] [added: policies,] practices, [added: goals, or targets,] including [removed: if] [added: how] we [removed: overstate the impact of] [added: describe and report] our ESG [added: goals, efforts, and] practices, and this could reduce demand for our products [removed: and] [added: or] lead to regulatory enforcement that could restrict our ability to market and sell our products.
Also, our failure, or perceived failure, to meet the [removed: standards] [added: goals or targets] included in any sustainability disclosure could negatively impact our reputation, employee retention, and the willingness of our customers and suppliers to do business with us.
As global economic conditions continue to be volatile or economic uncertainty remains, trends in consumer discretionary [added: spending also remain unpredictable and subject to reductions due to credit constraints and uncertainties about the future.]
Trade restrictions, including tariffs, [added: changes to de minimis thresholds,] quotas, embargoes, safeguards, and customs restrictions, could increase the cost or reduce the supply of products available to us, could increase shipping times, or may require us to modify our supply chain organization or other current business practices, any of which could harm our business, financial condition, and results of operations.
[removed: General geopolitical instability and the responses to it, such as the possibility of sanctions, trade restrictions, and] changes in tariffs, including sanctions against the PRC, tariffs imposed by the United States and the PRC, and the possibility of additional tariffs or other trade restrictions, could adversely impact our business.
It is possible that further tariffs may be [removed: introduced,] [added: introduced] or increased.
Such changes could adversely impact our business and could increase the costs of sourcing our [added: products from the PRC as well as other countries, or could require us to source our products from different countries.]
In [removed: 2024,] [added: 2025,] 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.
Certain provisions of the Inflation Reduction 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 [removed: decisions.][added: decisions in the future.]
As we grow, our brand positioning, products, and marketing efforts may not be considered distinct, culturally relevant, or desirable to guests, employees, and other stakeholders.
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
are injured.
For example, in July 2020, we acquired MIRROR, which was rebranded as lululemon Studio, and in 2023, we discontinued selling its hardware and offering its digital app-only subscription.
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
We may be unable to achieve our growth objectives if we do not have the right level of efficiency and scalability in our processes and operations.
In addition, our channels have different operating margins and shifts to diversified distribution channels could negatively impact our overall operating margins and results of operations.
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
Based on cost, during 2024:
Increases in the cost of raw materials, including petroleum or the prices we pay
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
human capital management, product quality, supply chain management, and workforce inclusion and composition.
General geopolitical instability and the responses to it, such as the possibility of sanctions, trade restrictions, and
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
Our ability to track and respond to regulations may not be sufficient to meet the increased number and complexity of regulations we are subject to globally.
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
penalties, divert financial and management resources, and result in significant legal fees.
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
Any claims or litigation could cause us to incur significant expenses and, if successfully asserted against us, could
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
Activism could include geopolitical conflict between the PRC and other countries.
In addition, we are governed by Section 203 of the Delaware General Corporation Law which, subject to some specified exceptions, prohibits "business combinations" between a Delaware corporation and an "interested stockholder," which is
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
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, marketing, distribution, and other resources than we do.
result in a decrease in net revenue and excess inventory levels, which could have a material adverse effect on our financial condition.
For example, in July 2020, we acquired MIRROR, an in-home fitness company with an interactive workout platform that features live and on-demand classes.
confidential information.
In addition, we have e-commerce websites in the United States, Canada, and internationally.
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.
spending also remain unpredictable and subject to reductions due to credit constraints and uncertainties about the future.
products from the PRC as well as other countries, or could require us to source our products from different countries.
In addition, the adoption of new regulations
In addition, any of our intellectual
and operations, and divert the attention of our board of directors, management, and employees from the pursuit of our business strategies.
An excerpt. Shown here: 40 of 49 rewritten, all 26 added and all 11 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2024 filing and the FY2023 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
153 rewritten, 151 added, 235 removed, 185 unchanged
- [Financial Highlights and Market Conditions and [removed: Trends](#i6f559ef4d5bf43cc87c083318bb54a29_85)][added: Trends](#i505a98d732784ef7bc3d428e74b399a9_82)]
- [Results [removed: o](#i6f559ef4d5bf43cc87c083318bb54a29_91)[f Operations](#i6f559ef4d5bf43cc87c083318bb54a29_91)][added: of Operations](#i505a98d732784ef7bc3d428e74b399a9_85)]
[removed: - [Comparison] [added: Comparison] of [removed: 2023] [added: 2024] to [removed: 2022](#i6f559ef4d5bf43cc87c083318bb54a29_94)][added: 2023]
- [Comparable Sales and Sales Per Square [removed: Foot](#i6f559ef4d5bf43cc87c083318bb54a29_100)][added: Foot](#i505a98d732784ef7bc3d428e74b399a9_94)]
- [Non-GAAP Financial [removed: Measures](#i6f559ef4d5bf43cc87c083318bb54a29_106)][added: Measures](#i505a98d732784ef7bc3d428e74b399a9_97)]
- [Liquidity and Capital [removed: Resources](#i6f559ef4d5bf43cc87c083318bb54a29_112)][added: Resources](#i505a98d732784ef7bc3d428e74b399a9_100)]
- [Contractual Obligations and [removed: Commitments](#i6f559ef4d5bf43cc87c083318bb54a29_121)][added: Commitments](#i505a98d732784ef7bc3d428e74b399a9_106)]
- [Critical Accounting Policies and [removed: Estimates](#i6f559ef4d5bf43cc87c083318bb54a29_124)][added: Estimates](#i505a98d732784ef7bc3d428e74b399a9_109)]
Fiscal 2024 [removed: will be] [added: was] a 53-week year.
[removed: We provide] [added: The] constant dollar changes and adjusted financial [removed: results, which] [added: results] are non-GAAP financial measures, [added: and we provide them] as supplemental information that enable evaluation of the underlying trend in our operating performance, and enable a comparison to our historical financial information.
[removed: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)][added: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)]
[removed: By innovating through our Science of Feel approach, we] [added: We] continue to seek to [removed: solve] [added: create product that solves] the unmet needs of our guests.
The summary below compares [removed: 2023] [added: 2024] to [removed: 2022] [added: 2023] and provides both GAAP and non-GAAP financial measures.
- Net revenue increased [removed: 19%] [added: 10%] to [removed: $9.6] [added: $10.6] billion.
On a constant dollar basis, net revenue increased [removed: 20%.][added: 11%.]
[removed: - Comparable] [added: –China Mainland comparable] sales increased [removed: 13%,] [added: 25%,] or [removed: 14%] [added: 27%] on a constant dollar basis.
[removed: –Americas] [added: –Rest of World] comparable sales increased [removed: 8%,] [added: 19%,] or [removed: 9%] [added: 20%] on a constant dollar basis.
[removed: –China] [added: The increase in China] Mainland [added: net revenue was primarily due to an increase in] comparable [removed: sales] [added: sales, which] increased [removed: 39%,] [added: 25%,] or [removed: 46%] [added: 27%] on a constant dollar basis.
[removed: –Rest] [added: The increase in Rest] of World [added: net revenue was primarily due to an increase in] comparable [removed: sales] [added: sales, which] increased [removed: 32%,] [added: 19%,] or [removed: 33%] [added: 20%] on a constant dollar basis.
- Gross profit increased [removed: 25%] [added: 12%] to [removed: $5.6] [added: $6.3] billion.
Adjusted gross profit increased [removed: 24% to $5.6 billion.][added: 11%.]
- Gross margin increased [removed: 290] [added: 90] basis points to [removed: 58.3%.][added: 59.2%.]
Adjusted gross margin increased [removed: 240] [added: 60] basis [removed: points to 58.6%.][added: points.]
- Income from operations increased [removed: 61%] [added: 17%] to [removed: $2.1] [added: $2.5] billion.
Adjusted income from operations increased [removed: 25% to $2.2 billion.][added: 12%.]
- Operating margin increased [removed: 580] [added: 150] basis points to [removed: 22.2% from 16.4% in 2022.][added: 23.7%.]
Adjusted operating margin increased [removed: 110] [added: 50] basis [removed: points to 23.2% from 22.1% in 2022.][added: points.]
- Income tax expense increased [removed: 31%] [added: 22%] to [removed: $625.5] [added: $761.5] million.
Our effective tax rate for [removed: 2023] [added: 2024] was [removed: 28.8%] [added: 29.6%] compared to [removed: 35.9%] [added: 28.8%] for [removed: 2022.][added: 2023.]
The adjusted effective tax rate was 28.7% [removed: and 28.1%] for [removed: 2023 and 2022, respectively.][added: 2023.]
- Diluted earnings per share were [removed: $12.20] [added: $14.64] for [removed: 2023] [added: 2024] compared to [removed: $6.68] [added: $12.20] in [removed: 2022.][added: 2023.]
Adjusted diluted earnings per share were $12.77 [removed: for 2023 compared to $10.07] in [removed: 2022.][added: 2023.]
[removed: Certain trends] [added: Such factors] are expected to continue [added: to impact our business] throughout [removed: 2024,] [added: 2025,] with the impact varying by market.
[removed: Macroeconomic conditions, including foreign] [added: Foreign] currency [removed: fluctuations,] [added: fluctuations] have [added: adversely] impacted our financial results.
Foreign currency fluctuations reduced the growth of our net revenue by [removed: $89.8] [added: $75.3] million when comparing [removed: 2023] [added: 2024] to [removed: 2022,] [added: 2023,] primarily due to the overall appreciation of the US dollar.
Consumer [added: confidence,] purchasing [removed: behaviors] [added: behaviors,] and their propensity to spend in our sector have been impacted by uncertain economic conditions including inflation, [removed: higher] [added: fluctuating] interest rates, and other factors.
| | | | | | | *(In thousands)* | | | | | | | | | | | | [removed: | | | | | |] *(Percentage of net revenue)* | | | | | | | | | [removed: | | | | | |]
| Net revenue | | | | | | $ | [removed: 9,619,278 | | | | | $ | 8,110,518] [added: 10,588,126] | | | | | $ | [removed: 6,256,617 | | | | | 100.0 |] [added: 9,619,278] | [removed: %] | | | | 100.0 | | % | | | | 100.0 | | % |
| Cost of goods sold | | | | | | [removed: 4,009,873] [added: 4,317,315] | | | | | | [removed: 3,618,178] [added: 4,009,873] | | | | | | [removed: 2,648,052] [added: 40.8] | | | | | | 41.7 | | | [removed: | | | 44.6 | | | | | | 42.3 | | |]
| Selling, general and administrative expenses | | | | | | [removed: 3,397,218] [added: 3,762,379] | | | | | | [removed: 2,757,447] [added: 3,397,218] | | | | | | [removed: 2,225,034] [added: 35.5] | | | | | | 35.3 | | | [removed: | | | 34.0 | | | | | | 35.6 | | |]
- [Overview](#i505a98d732784ef7bc3d428e74b399a9_79)
- [Liquidity Outlook](#i505a98d732784ef7bc3d428e74b399a9_103)
Net revenue includes results from the 53rd week; however, comparable sales exclude the 53rd week.
Fiscal 2023 was a 52-week year.
We provide constant dollar changes and adjusted financial results which exclude certain inventory provisions, asset impairments, and restructuring costs recognized in relation to lululemon Studio and their related tax effects.
Fiscal 2024 was another year of growth for lululemon.
Net revenue increased 10%, operating margin expanded 150 basis points, or 50 basis points on an adjusted basis, and diluted earnings per share grew 20%, or 15% on an adjusted basis.
Our teams continued to execute against our Power of Three ×2 growth plan and the compound annual growth rate in net revenue was 19% between fiscal 2021 and 2024.
We saw growth across our regions, merchandise categories, and channels as we continue to engage with guests and provide them with innovative products that help enable their wellness journey.
In the Americas, revenue grew 4% driven by strength in Canada.
In the United States, we have been working to increase the level of seasonal newness within our assortment mix.
In China Mainland, revenue increased 41%, and in Rest of World, revenue grew 27%.
By category, we saw a 9% increase in women's, 14% growth in men's, and an 10% increase in other categories.
We expanded our retail presence by adding 56 net new company-operated stores, contributing to a 14% increase in square footage.
These metrics include our stores in Mexico which we now operate directly, the result of the acquisition of the Mexico operations from our license and
supply partner in September 2024.
Company-operated store net revenue increased 14% and e-commerce net revenue increased 6%.
We repurchased 5.1 million shares for $1.6 billion in 2024, and our board of directors approved increases in our stock repurchase authorization totaling $2.0 billion during 2024.
Brand Campaigns and Activations
Deepening our relationship with existing guests while also bringing new guests into the lululemon brand remains an important priority for us.
We believe our unaided brand awareness is relatively low across most of the regions where we operate.
In 2024, we brought several activations to life aimed at increasing loyalty with existing guests while, at the same time, attracting new guests into our brand.
Our partnership with the Canadian Olympic Committee and Canadian Paralympic Committee was on full display during the Paris Olympics, as we outfitted the athletes for their off-field activities.
In the Americas, we continued to grow our membership program and began offering new benefits including our Partner Perks program which provides members with exclusive experiences and perks from select partner brands.
In China Mainland, we expanded our Summer Sweat Games to over 70 stores across nearly 40 cities and for World Mental Health Day, we hosted activities in nine cities across China Mainland, anchored by our event along the West Bund in Shanghai.
We also extended our World Mental Health Day activations to additional countries, including South Korea, Germany, the United Kingdom, and the United States.
In 2024, we also welcomed additional new ambassadors to the brand, including six-time PGA tour winner Max Homa, Chinese director, actress, and screenwriter Jia Ling, and Frances Tiafoe our newest tennis ambassador.
We believe our technical product is a key competitive advantage for us, and our positioning as a premium athletic brand, with high style and high performance product, helps differentiate us from our peers.
In 2024, we remained focused on our core activities of yoga, run, and train and also our newer "play" activities including golf and tennis.
In women's, Align, Define, and Scuba continued to be key product franchises for us, and towards the end of the year, we launched our Daydrift trouser; a refined, casual pant to be worn all day into night.
For men, guests continued to respond to our lounge franchises including Steady State, Soft Jersey, and Smooth Spacer, and our performance franchises including Pacebreaker and Zeroed In.
In footwear, we expanded our offering with new casual and performance styles including our first collection for men.
And in accessories, we continued to bring innovation across our offering of bags, which drove good response from our guests.
There were no adjusted financial measures for 2024.
- Comparable sales, which excludes net revenue from the 53rd week of 2024, increased 4%.
–Americas comparable sales decreased 1%.
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
Macroeconomic conditions, government actions and policies, consumer confidence and purchasing behaviors, and foreign currency fluctuations impact our business.
We continue to monitor the economic environment, including in the US, Canada, and China Mainland.
We experienced revenue and traffic growth in 2024 compared to 2023 in all regions, but have experienced a reduction in our revenue growth rate in the Americas compared to the growth we had in previous years, driven by our operations in the United States.
- [Overview](#i6f559ef4d5bf43cc87c083318bb54a29_82)
- [Comparison of 2022 to 2021](#i6f559ef4d5bf43cc87c083318bb54a29_2748779071130)
- [Liquidity Outlook](#i6f559ef4d5bf43cc87c083318bb54a29_118)
Fiscal 2023, 2022, and 2021 were each 52-week years.
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.
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 2022 exclude $442.7 million of post-tax goodwill impairment and other charges recognized in relation to lululemon Studio and the post-tax net gain on the sale of an administrative building of $8.5 million.
Macroeconomic conditions, supply chain disruption, and the COVID-19 pandemic have impacted our business and operating costs.
Macroeconomic Conditions
We have also experienced increased wage rates which increased our employee costs when comparing 2023 to 2022.
While we experienced traffic and net revenue growth in 2023 in all markets, over the course of 2023 we saw moderation in the year over year traffic and net revenue growth in the Americas.
We continue to monitor macroeconomic conditions and the trends in consumer demand for our products.
Supply Chain Disruption
In 2021 and 2022 we experienced supply chain disruption, including delays in inbound delivery of our products as well as in manufacturing.
An excerpt. Shown here: 40 of 153 rewritten, 40 of 151 added and 40 of 235 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2024 filing and the FY2023 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
11 rewritten, 4 added, 3 removed, 36 unchanged
[removed: Therefore, the net revenue, expenses, assets, and liabilities of] our international subsidiaries are translated from their functional currencies into U.S. dollars.
As a result of the fluctuation in exchange rates compared to the U.S. dollar our revenue was [removed: $89.8] [added: $75.3] million lower in [removed: 2023] [added: 2024] in comparison to [removed: 2022.][added: 2023.]
[removed: The] [added: During 2024, the] impact to other comprehensive loss of translation of our Canadian subsidiaries was an increase in the loss of [removed: $9.0] [added: $134.8] million, inclusive of net investment hedge gains.
Such transactions include intercompany transactions and inventory purchases denominated in currencies other than the functional currency of the [added: purchasing entity.]
[removed: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)][added: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)]
As of [removed: January 28, 2024,] [added: February 2, 2025,] we had certain forward currency contracts outstanding in order to economically hedge the foreign currency revaluation gains and losses recognized by our foreign subsidiaries, including our Canadian and Chinese subsidiaries, on their monetary assets and liabilities denominated in currencies other than their functional currency.
The net fair value of outstanding derivatives as of [removed: January 28, 2024] [added: February 2, 2025] was [removed: a liability] [added: an asset] of $2.2 million.
As of [removed: January 28, 2024,] [added: February 2, 2025,] 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 [removed: $29.8] [added: $11.0] million.
As of [removed: January 28, 2024,] [added: February 2, 2025,] aside from letters of credit of [removed: $6.3] [added: $6.1] million, there were no borrowings outstanding under these credit facilities.
As of [removed: January 28, 2024,] [added: February 2, 2025,] we held cash and cash equivalents of [removed: $2.2] [added: $2.0] billion.
[removed: *Credit Risk*.][added: Credit Risk]
Therefore, the net revenue, expenses, assets, and liabilities of
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
Inflationary pressures could also reduce consumer spending and impact the demand for our products.
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
purchasing entity.
During 2022 and 2023, our operating margin was impacted by increased wage rates.
During 2022, our gross margin was impacted by higher air freight costs as a result of global supply chain disruption.
Item 1. BUSINESS
84 rewritten, 39 added, 35 removed, 150 unchanged
In this Annual Report on Form 10-K for the fiscal year ended [removed: January 28, 2024,] [added: February 2, 2025,] 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 [removed: January 28, 2024 as "2023," the fiscal year ended January 29, 2023] [added: February 2, 2025] as [removed: "2022," and] [added: "2024,"] the fiscal year ended January [removed: 30, 2022] [added: 28, 2024] as [removed: "2021."] [added: "2023."] Our next fiscal year ends on February [removed: 2, 2025] [added: 1, 2026] and is referred to as [removed: "2024."][added: "2025."]
- [Our [removed: Products](#i6f559ef4d5bf43cc87c083318bb54a29_19)][added: Products](#i505a98d732784ef7bc3d428e74b399a9_19)]
- [Our Markets and [removed: Segments](#i6f559ef4d5bf43cc87c083318bb54a29_25)][added: Segments](#i505a98d732784ef7bc3d428e74b399a9_22)]
- [Integrated [removed: Marketing](#i6f559ef4d5bf43cc87c083318bb54a29_28)][added: Marketing](#i505a98d732784ef7bc3d428e74b399a9_25)]
- [Product Design and [removed: Development](#i6f559ef4d5bf43cc87c083318bb54a29_31)][added: Development](#i505a98d732784ef7bc3d428e74b399a9_28)]
- [Sourcing and [removed: Manufacturing](#i6f559ef4d5bf43cc87c083318bb54a29_34)][added: Manufacturing](#i505a98d732784ef7bc3d428e74b399a9_31)]
- [Distribution [removed: Facilities](#i6f559ef4d5bf43cc87c083318bb54a29_37)][added: Facilities](#i505a98d732784ef7bc3d428e74b399a9_34)]
- [Human [removed: Capital](#i6f559ef4d5bf43cc87c083318bb54a29_46)][added: Capital](#i505a98d732784ef7bc3d428e74b399a9_43)]
- [Intellectual [removed: Property](#i6f559ef4d5bf43cc87c083318bb54a29_52)][added: Property](#i505a98d732784ef7bc3d428e74b399a9_46)]
- [Securities and Exchange Commission [removed: Filings](#i6f559ef4d5bf43cc87c083318bb54a29_55)][added: Filings](#i505a98d732784ef7bc3d428e74b399a9_49)]
We offer a comprehensive line of [removed: performance] [added: technical athletic] apparel, footwear, and accessories marketed under the lululemon brand.
[removed: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)][added: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)]
During [removed: 2023,] [added: 2024,] our women's range represented [removed: 64%] [added: 63%] of net revenue and our men's range represented [removed: 23%] [added: 24%] of net revenue.
Net revenue from our other product categories represented 13% of net revenue in [removed: 2023.][added: 2024.]
[removed: ][added: ]
In [removed: 2023,] [added: 2024,] the net revenue we generated in the Americas represented [removed: 79%] [added: 75%] of our total net revenue.
| | | | | | | *(In thousands)* | | | | | | | | | [removed: | | | | | |]
| Net revenue | | | | | | $ | [removed: 7,631,647 | | | | | $ | 6,817,454] [added: 7,928,156] | | | | | $ | [removed: 5,299,906] [added: 7,631,647] | |
| Net revenue growth | | | | | | [removed: 11.9 | | % | | | | 28.6] [added: 3.9] | | % | | | | [removed: 40.3] [added: 11.9] | | % |
We generate net revenue in the Americas through our lululemon branded retail locations which include different sizes of company-operated stores, outlets, pop-ups, [added: and] other temporary [removed: locations, and stores operated by a third-party under a supply and license agreement in Mexico.][added: locations.]
We also serve our guests via our e-commerce website www.lululemon.com, our mobile app, our “Like New” re-commerce program, and through certain wholesale arrangements including [removed: certain] [added: university campus retailers and other organizations that we partner with to sell co-branded lululemon products as well as through wholesale arrangements with] yoga and fitness [removed: studios, university campus retailers,] [added: studios] and other select partners.
In [removed: 2023,] [added: 2024,] the net revenue we generated in China Mainland represented [removed: 10%] [added: 13%] of our total net revenue.
| Net revenue | | | | | | $ | [removed: 963,760 | | | | | $ | 576,503] [added: 1,361,337] | | | | | $ | [removed: 434,261] [added: 963,760] | |
| Net revenue growth | | | | | | [removed: 67.2 | | % | | | | 32.8] [added: 41.3] | | % | | | | [removed: 80.3] [added: 67.2] | | % |
We plan to continue to invest in China Mainland and expect that the majority of our company-operated store openings in [removed: 2024] [added: 2025] will be in this market.
In [removed: 2023,] [added: 2024,] the net revenue we generated in APAC and EMEA represented [removed: 11%] [added: 12%] of our total net revenue.
| Net revenue | | | | | | $ | [removed: 1,023,871 | | | | | $ | 716,561] [added: 1,298,633] | | | | | $ | [removed: 522,450] [added: 1,023,871] | |
| Net revenue growth | | | | | | [removed: 42.9 | | % | | | | 37.2] [added: 26.8] | | % | | | | [removed: 36.3] [added: 42.9] | | % |
We operate lululemon branded retail locations in these markets in a variety of different formats including different sizes of company-operated stores, outlets, pop-ups, and stores operated by third-parties under [removed: supply and] license [removed: agreements in the Middle East] and [removed: Israel.][added: supply arrangements.]
Our sales per square foot was [removed: $1,609, $1,580,] [added: $1,574] and [removed: $1,443] [added: $1,609] for [removed: 2023, 2022,] [added: 2024] and [removed: 2021] [added: 2023,] respectively.
| Number of company-operated stores by market | | | | | | [removed: January 28, 2024] [added: February 2, 2025] | | | | | | January [removed: 29, 2023] [added: 28, 2024] | | |
| United States | | | | | | [removed: 367] [added: 374] | | | | | | [removed: 350] [added: 367] | | |
| Canada | | | | | | 71 | | | | | | [removed: 69] [added: 71] | | |
| Americas | | | | | | [removed: 438] [added: 462] | | | | | | [removed: 419] [added: 438] | | |
| China Mainland | | | | | | [removed: 127] [added: 151] | | | | | | [removed: 99] [added: 127] | | |
| Australia | | | | | | 33 | | | | | | [removed: 32] [added: 33] | | |
| South Korea | | | | | | [removed: 19] [added: 20] | | | | | | [removed: 16] [added: 19] | | |
| Hong Kong SAR | | | | | | [removed: 9] [added: 10] | | | | | | 9 | | |
| Japan | | | | | | [removed: 8] [added: 10] | | | | | | [removed: 7] [added: 8] | | |
| Taiwan | | | | | | 8 | | | | | | [removed: 7] [added: 8] | | |
- [Competition](#i505a98d732784ef7bc3d428e74b399a9_37)
- [Seasonality](#i505a98d732784ef7bc3d428e74b399a9_40)
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
| | | | | | | 2024 | | | | | | 2023 | | |
On September 10, 2024, we acquired the lululemon branded retail locations and operations run by a third party in Mexico.
We had previously granted the third party the right to operate retail locations and to sell lululemon products in Mexico.
| | | | | | | 2024 | | | | | | 2023 | | |
| | | | | | | *(In thousands)* | | | | | | | | |
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
| | | | | | | 2024 | | | | | | 2023 | | |
| | | | | | | *(In thousands)* | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Number of company-operated stores by market | | | | | | February 2, 2025 | | | | | | January 28, 2024 | | |
| | | | | | | | | | | | | | | |
We also sell to yoga and fitness studios and other select partners.
On September 10, 2024, we acquired the lululemon branded retail locations and operations run by a third party in Mexico.
We had previously granted the third party the right to operate retail locations and to sell lululemon products in Mexico.
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Mexico | | | | | | — | | | | | | 15 | | |
This represents an opportunity for us and we have designed a multi-faceted strategy that leverages what guests know us for; our products, community, and experiences.
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
We are in direct competition with global as well as regional and country-specific wholesalers and direct sellers of athletic apparel and footwear.
Inclusion for All
We are committed to fostering an environment where every individual feels valued and included, recognizing that diverse perspectives drive innovation and enrich our workplace.
During 2024, we implemented an ongoing feedback approach to gain insights into our workforce composition and gather measurable data on employees' feelings of engagement, inclusion, and belonging.
Our primary objective is to cultivate a workforce inspired and informed by the diversity of the communities we serve and where we operate.
We strive to maintain equitable pay, by geography, for comparable work across all our global operations.
We have achieved full pay equity across various demographics in regions where we analyze this data.
We offer all employees education, training, and facilitated discussions on topics such as preventing bias, ensuring equal opportunity, and fostering inclusive leadership behaviors.
We see strong engagement in inclusion-focused education and
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
- [Competition](#i6f559ef4d5bf43cc87c083318bb54a29_40)
- [Seasonality](#i6f559ef4d5bf43cc87c083318bb54a29_43)
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.
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |
This represents an opportunity for us and we have a multi-faceted strategy to build brand awareness, affinity, and guest loyalty.
We require that all of our suppliers and manufacturers adhere to our Vendor Code of Ethics regarding social and environmental sustainability practices.
In
We are in direct competition with wholesalers and direct sellers of athletic apparel and footwear, such as Nike, Inc., adidas AG, PUMA, Under Armour, Inc., and Columbia Sportswear Company.
We also compete with retailers who have expanded to include women's athletic apparel including The Gap, Inc. (including the Athleta brand), Victoria's Secret with its sport and lounge offering, and Urban Outfitters, Inc.
- Inclusion, Diversity, Equity, and Action (“IDEA”);
- Employee empowerment; and
- Fair labor practices and the well-being of the people who make our products.
Inclusion, Diversity, Equity and Action
We believe IDEA is fundamental for shaping and building our company, industry, and communities, and for creating a shared sense of respect and belonging.
By continuously striving to be an inclusive, diverse, and equitable organization, we aim to reflect a variety of perspectives and meet the needs of the global communities we serve.
(2) While we track male and female genders, we acknowledge this is not fully encompassing of all gender identities.
We use an annual voluntary global survey to help us understand the demographics of our employee base and provide us with access to tangible metrics to help us understand our employees’ sense of inclusion and belonging.(3) In 2023, the participation rate was approximately 85%.
Our overall goal is to reflect the racial diversity(4) of the communities we serve and in which we operate.
We seek to maintain 100% gender pay equity within our entire global employee population, meaning equal pay for equal work across genders, by geography.
We have achieved full pay equity, including gender and race, in the United States, which is the only country where we currently collect individually attributable race data.
We offer all employees IDEA education, training, and guided conversations on a variety of topics, including anti-racism, anti-discrimination, and inclusive leadership behaviors.
We have established People Networks, which are employee resource groups for employees who have marginalized and historically underrepresented identities.

(3) The voluntary demographic survey results presented above relate to all of our employees in the Americas, Europe, Australia, and New Zealand.
(4) "Racial diversity" is used to measure the non-white population.
We assess our performance and identify opportunities for improvement through an annual employee engagement survey.
In 2023, the participation rate was approximately 85% and our employee engagement score exceeded the retail industry average.(5) Our engagement score suggests our people are proud to work for lululemon, they are motivated to contribute to work that aligns with their purpose, and they recommend lululemon as a great place to work.
(5) Based on an industry benchmark provided by the third party that administers this survey to our employees.
An excerpt. Shown here: 40 of 84 rewritten, all 39 added and all 35 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2024 filing and the FY2023 filing.
Cover and table of contents
32 rewritten, 7 added, 5 removed, 77 unchanged
[removed: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)][added: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)]
For the fiscal year ended [removed: January 28, 2024][added: February 2, 2025]
[removed: ][added: ]
The aggregate market value of the voting stock held by non-affiliates of the registrant on July [removed: 28, 2023] [added: 26, 2024] was approximately [removed: $40,905,000,000.][added: $26,721,000,000.]
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: 28, 2023.][added: 26, 2024.]
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: 28, 2023.][added: 26, 2024.]
*Common Stock:* At March [removed: 15, 2024] [added: 21, 2025] there were [removed: 120,892,132] [added: 115,521,231] shares of the registrant's common stock, par value $0.005 per share, outstanding.
*Exchangeable and Special Voting Shares:* At March [removed: 15, 2024,] [added: 21, 2025,] 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: 15, 2024,] [added: 21, 2025,] 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: 2024] [added: 2025] Annual Meeting of Stockholders have been incorporated by reference into Part III of this Annual Report on Form 10-K.
| Item 1. | | | [removed: [Business](#i6f559ef4d5bf43cc87c083318bb54a29_16)] [added: [Business](#i505a98d732784ef7bc3d428e74b399a9_16)] | | | [removed: [1](#i6f559ef4d5bf43cc87c083318bb54a29_16)] [added: [1](#i505a98d732784ef7bc3d428e74b399a9_16)] | | |
| Item 1A. | | | [Risk [removed: Factors](#i6f559ef4d5bf43cc87c083318bb54a29_58)] [added: Factors](#i505a98d732784ef7bc3d428e74b399a9_52)] | | | [removed: [10](#i6f559ef4d5bf43cc87c083318bb54a29_58)] [added: [9](#i505a98d732784ef7bc3d428e74b399a9_52)] | | |
| Item 1C. | | | [removed: [Cybersecurity](#i6f559ef4d5bf43cc87c083318bb54a29_1725)] [added: [Cybersecurity](#i505a98d732784ef7bc3d428e74b399a9_55)] | | | [removed: [22](#i6f559ef4d5bf43cc87c083318bb54a29_1725)] [added: [22](#i505a98d732784ef7bc3d428e74b399a9_55)] | | |
| Item 2. | | | [removed: [Properties](#i6f559ef4d5bf43cc87c083318bb54a29_61)] [added: [Properties](#i505a98d732784ef7bc3d428e74b399a9_58)] | | | [removed: [24](#i6f559ef4d5bf43cc87c083318bb54a29_61)] [added: [23](#i505a98d732784ef7bc3d428e74b399a9_58)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i6f559ef4d5bf43cc87c083318bb54a29_64)] [added: Proceedings](#i505a98d732784ef7bc3d428e74b399a9_61)] | | | [removed: [24](#i6f559ef4d5bf43cc87c083318bb54a29_64)] [added: [23](#i505a98d732784ef7bc3d428e74b399a9_61)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i6f559ef4d5bf43cc87c083318bb54a29_67)] [added: Disclosures](#i505a98d732784ef7bc3d428e74b399a9_64)] | | | [removed: [24](#i6f559ef4d5bf43cc87c083318bb54a29_67)] [added: [23](#i505a98d732784ef7bc3d428e74b399a9_64)] | | |
| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i6f559ef4d5bf43cc87c083318bb54a29_73)] [added: Securities](#i505a98d732784ef7bc3d428e74b399a9_70)] | | | [removed: [25](#i6f559ef4d5bf43cc87c083318bb54a29_73)] [added: [24](#i505a98d732784ef7bc3d428e74b399a9_70)] | | |
| Item 6. | | | [Selected Consolidated Financial [removed: Data](#i6f559ef4d5bf43cc87c083318bb54a29_76)] [added: Data](#i505a98d732784ef7bc3d428e74b399a9_73)] | | | [removed: [26](#i6f559ef4d5bf43cc87c083318bb54a29_76)] [added: [25](#i505a98d732784ef7bc3d428e74b399a9_73)] | | |
| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i6f559ef4d5bf43cc87c083318bb54a29_79)] [added: Operations](#i505a98d732784ef7bc3d428e74b399a9_76)] | | | [removed: [27](#i6f559ef4d5bf43cc87c083318bb54a29_79)] [added: [26](#i505a98d732784ef7bc3d428e74b399a9_76)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i6f559ef4d5bf43cc87c083318bb54a29_127)] [added: Risk](#i505a98d732784ef7bc3d428e74b399a9_112)] | | | [removed: [44](#i6f559ef4d5bf43cc87c083318bb54a29_127)] [added: [38](#i505a98d732784ef7bc3d428e74b399a9_112)] | | |
| Item 8. | | | [Financial [removed: Statements](#i6f559ef4d5bf43cc87c083318bb54a29_130)] [added: Statements](#i505a98d732784ef7bc3d428e74b399a9_115)] | | | [removed: [46](#i6f559ef4d5bf43cc87c083318bb54a29_130)] [added: [41](#i505a98d732784ef7bc3d428e74b399a9_115)] | | |
| | | | [Index for Notes to the Consolidated Financial [removed: Statements](#i6f559ef4d5bf43cc87c083318bb54a29_148)] [added: Statements](#i505a98d732784ef7bc3d428e74b399a9_133)] | | | [removed: [54](#i6f559ef4d5bf43cc87c083318bb54a29_148)] [added: [49](#i505a98d732784ef7bc3d428e74b399a9_133)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i6f559ef4d5bf43cc87c083318bb54a29_226)] [added: Procedures](#i505a98d732784ef7bc3d428e74b399a9_214)] | | | [removed: [79](#i6f559ef4d5bf43cc87c083318bb54a29_226)] [added: [75](#i505a98d732784ef7bc3d428e74b399a9_214)] | | |
| Item 9B. | | | [Other [removed: Information](#i6f559ef4d5bf43cc87c083318bb54a29_229)] [added: Information](#i505a98d732784ef7bc3d428e74b399a9_217)] | | | [removed: [80](#i6f559ef4d5bf43cc87c083318bb54a29_229)] [added: [76](#i505a98d732784ef7bc3d428e74b399a9_217)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i6f559ef4d5bf43cc87c083318bb54a29_232)] [added: Inspections](#i505a98d732784ef7bc3d428e74b399a9_220)] | | | [removed: [81](#i6f559ef4d5bf43cc87c083318bb54a29_232)] [added: [76](#i505a98d732784ef7bc3d428e74b399a9_220)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i6f559ef4d5bf43cc87c083318bb54a29_238)] [added: Governance](#i505a98d732784ef7bc3d428e74b399a9_226)] | | | [removed: [82](#i6f559ef4d5bf43cc87c083318bb54a29_238)] [added: [77](#i505a98d732784ef7bc3d428e74b399a9_226)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i6f559ef4d5bf43cc87c083318bb54a29_241)] [added: Compensation](#i505a98d732784ef7bc3d428e74b399a9_229)] | | | [removed: [82](#i6f559ef4d5bf43cc87c083318bb54a29_241)] [added: [77](#i505a98d732784ef7bc3d428e74b399a9_229)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i6f559ef4d5bf43cc87c083318bb54a29_244)] [added: Matters](#i505a98d732784ef7bc3d428e74b399a9_232)] | | | [removed: [82](#i6f559ef4d5bf43cc87c083318bb54a29_244)] [added: [77](#i505a98d732784ef7bc3d428e74b399a9_232)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i6f559ef4d5bf43cc87c083318bb54a29_247)] [added: Independence](#i505a98d732784ef7bc3d428e74b399a9_235)] | | | [removed: [83](#i6f559ef4d5bf43cc87c083318bb54a29_247)] [added: [78](#i505a98d732784ef7bc3d428e74b399a9_235)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i6f559ef4d5bf43cc87c083318bb54a29_250)] [added: Services](#i505a98d732784ef7bc3d428e74b399a9_238)] | | | [removed: [83](#i6f559ef4d5bf43cc87c083318bb54a29_250)] [added: [78](#i505a98d732784ef7bc3d428e74b399a9_238)] | | |
| Item 15. | | | [Exhibits and Financial Statement [removed: Schedule](#i6f559ef4d5bf43cc87c083318bb54a29_256)] [added: Schedule](#i505a98d732784ef7bc3d428e74b399a9_244)] | | | [removed: [84](#i6f559ef4d5bf43cc87c083318bb54a29_256)] [added: [79](#i505a98d732784ef7bc3d428e74b399a9_244)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i6f559ef4d5bf43cc87c083318bb54a29_262)] [added: Summary](#i505a98d732784ef7bc3d428e74b399a9_250)] | | | [removed: [86](#i6f559ef4d5bf43cc87c083318bb54a29_262)] [added: [81](#i505a98d732784ef7bc3d428e74b399a9_250)] | | |
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
| [PART I](#i505a98d732784ef7bc3d428e74b399a9_10) | | | | | | | | |
| [PART II](#i505a98d732784ef7bc3d428e74b399a9_67) | | | | | | | | |
| [PART III](#i505a98d732784ef7bc3d428e74b399a9_223) | | | | | | | | |
| [PART IV](#i505a98d732784ef7bc3d428e74b399a9_241) | | | | | | | | |
| [Signatures](#i505a98d732784ef7bc3d428e74b399a9_253) | | | | | | [82](#i505a98d732784ef7bc3d428e74b399a9_253) | | |
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
| [PART I](#i6f559ef4d5bf43cc87c083318bb54a29_10) | | | | | | | | |
| [PART II](#i6f559ef4d5bf43cc87c083318bb54a29_70) | | | | | | | | |
| [PART III](#i6f559ef4d5bf43cc87c083318bb54a29_235) | | | | | | | | |
| [PART IV](#i6f559ef4d5bf43cc87c083318bb54a29_253) | | | | | | | | |
| [Signatures](#i6f559ef4d5bf43cc87c083318bb54a29_265) | | | | | | [87](#i6f559ef4d5bf43cc87c083318bb54a29_265) | | |
Item 1C. CYBERSECURITY
6 rewritten, 4 added, 6 removed, 31 unchanged
Our board of directors [removed: provides] [added: is responsible for the] 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 [added: EVP,] Chief Information Officer ("CIO"), our [added: SVP,] Chief Information Security Officer ("CISO"), and representatives from the audit committee and board of directors that have knowledge and experience in cybersecurity matters.
[removed: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)][added: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)]
[added: The cybersecurity sub-committee reviews our cybersecurity] risk assessments and the steps being taken to monitor, control, and report on those risks as well as discusses regulatory and market developments.
The CDIR team [removed: identifies, tracks, reviews, assesses,] [added: monitors] and [removed: takes actions over] [added: manages] key cybersecurity [removed: risks] [added: risks,] including [removed: but not limited to: (i)] [added: threats related to] third [removed: parties/vendors, (ii)] [added: parties,] cloud security, [removed: (iii)] malicious code, [removed: (iv) our digital] e-commerce [removed: channels and] systems, and [removed: (v) our] store technology.
For [removed: further] [added: more] information, see “Risks related to information security and technology” included in Item 1A.
Our CISO has over 30 years of experience in the field of cybersecurity, bringing an extensive understanding of cybersecurity threats, regulatory compliance, and industry best practices.
It also conducts security reviews, assesses vulnerabilities, and analyzes threat intelligence to strengthen our cyber defenses and incident response efforts.
As of the date of this annual report, we are not aware of any cybersecurity incidents that have had a material impact on our business.
However, like many companies, we continue to face ongoing cyber threats, including phishing and other unauthorized access attempts, which if successful could have a material impact in the future.
The cybersecurity sub-committee reviews our cybersecurity
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 also undertakes enterprise architecture reviews, considers cyber defense and incident response findings, performs vulnerability scans, and assesses threats and performs landscape intelligence analysis.
Based on the information available as of the date of this Annual Report, we have not been materially affected by any previous cybersecurity incidents.
However, we continue to experience cyber-attacks, including phishing, and other attempts to break or gain unauthorized access to our systems that could materially affect us in the future.
Item 2. PROPERTIES
3 rewritten, 3 added, 3 removed, 18 unchanged
The general location, use and approximate size of our principal owned properties as of [removed: January 28, 2024,] [added: February 2, 2025,] are set forth below:
| Groveport, OH, United States | | | | | | Distribution Center | | | | | | [removed: 310,000] [added: 605,000] | | |
The general location, use, approximate [removed: size] [added: size,] and lease renewal date of our principal non-retail leased properties as of [removed: January 28, 2024,] [added: February 2, 2025,] are set forth below:
| Ontario, CA, United States | | | | | | Distribution Center | | | | | | 1,255,000 | | | | | | February 2039 | | |
| Vancouver, BC, Canada | | | | | | Executive and Administrative Offices | | | | | | 105,000 | | | | | | October 2027 | | |
From time to time, we sublease unused portions of our distribution center facilities.
| | | | | | | | | | | | | | | | | | | | | |
During 2021, we entered into a new lease for a U.S. distribution center in Ontario, California of approximately 1,255,000 square feet which expires in 2039.
We expect this distribution center to be operational in early fiscal 2024.
Item 4. MINE SAFETY DISCLOSURES
1 rewritten, 0 added, 0 removed, 2 unchanged
[removed: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)][added: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)]
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
16 rewritten, 12 added, 11 removed, 24 unchanged
As of March [removed: 15, 2024,] [added: 21, 2025,] there were approximately [removed: 1,300] [added: 1,200] holders of record of our common stock.
The graph set forth below compares the cumulative total stockholder return on our common stock between February [removed: 3, 2019] [added: 2, 2020] (the date of our fiscal year end five years ago) and [removed: January 28, 2024,] [added: February 2, 2025,] 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 February [removed: 3, 2019] [added: 2, 2020] 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: 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] | | | | | | [removed: 28-Jan-24] [added: 02-Feb-25] | | |
| S&P 500 Apparel, Accessories & Luxury Goods Index | | | | | | $ | 100.00 | | | | | $ | [removed: 90.30] [added: 95.81] | | | | | $ | [removed: 86.51] [added: 92.79] | | | | | $ | [removed: 83.79] [added: 65.40] | | | | | $ | [removed: 59.05] [added: 52.91] | | | | | $ | [removed: 47.77] [added: 56.14] | |
[removed: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)][added: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)]
The following table provides information regarding our purchases of shares of our common stock during the fourth quarter of [removed: 2023] [added: 2024] related to our stock repurchase programs:
(1)Monthly information is presented by reference to our fiscal periods during our fourth quarter of [removed: 2023.][added: 2024.]
(2)On [removed: March 23, 2022 and] November 29, 2023, our board of directors approved [added: a] stock repurchase [removed: programs, each] [added: program] for up to $1.0 billion of our common shares on the open market or in privately negotiated transactions.
The repurchase [removed: plans have] [added: plan has] no time limit and [removed: do] [added: does] not require the repurchase of a minimum number of shares.
The authorized value of shares available to be repurchased under [removed: these programs] [added: this program] 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: 2023] [added: 2024] related to our Employee Share Purchase Plan (ESPP):
[removed: All] [added: (2)All] shares purchased under the ESPP are purchased on the Nasdaq Global Select Market (or such other stock exchange as we may designate).
The maximum number of shares authorized to be purchased under the ESPP [removed: was] [added: is] 6,000,000.
Excluded from this disclosure are shares [removed: repurchased] [added: withheld] to settle statutory employee tax withholding related to the vesting of stock-based compensation awards.
| lululemon athletica inc. | | | | | | $ | 100.00 | | | | | $ | 137.30 | | | | | $ | 131.96 | | | | | $ | 129.85 | | | | | $ | 199.69 | | | | | $ | 173.02 | |
| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 115.15 | | | | | $ | 137.40 | | | | | $ | 126.20 | | | | | $ | 151.63 | | | | | $ | 187.27 | |
| October 28, 2024 - November 24, 2024 | | | | | | 317,785 | | | | | | $ | 313.18 | | | | | 317,785 | | | | | | $ | 800,585,948 | |
| November 25, 2024 - December 29, 2024 | | | | | | 298,348 | | | | | | 360.75 | | | | | | 298,348 | | | | | | 1,692,956,482 | | |
| December 30, 2024 - February 2, 2025 | | | | | | 321,885 | | | | | | 388.60 | | | | | | 321,885 | | | | | | 1,567,870,658 | | |
| Total | | | | | | 938,018 | | | | | | | | | | | | 938,018 | | | | | | | | |
On each of May 29, 2024 and December 3, 2024, our board of directors approved $1.0 billion increases to the existing stock repurchase program.
| October 28, 2024 - November 24, 2024 | | | | | | 11,094 | | | | | | $ | 318.94 | | | | | 11,094 | | | | | | 4,289,892 | | |
| November 25, 2024 - December 29, 2024 | | | | | | 9,605 | | | | | | 382.72 | | | | | | 9,605 | | | | | | 4,280,287 | | |
| December 30, 2024 - February 2, 2025 | | | | | | 9,915 | | | | | | 379.66 | | | | | | 9,915 | | | | | | 4,270,372 | | |
| Total | | | | | | 30,614 | | | | | | | | | | | | 30,614 | | | | | | | | |
(1)Monthly information is presented by reference to our fiscal periods during our fourth quarter of 2024.
| 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 | | | | | | | | |
(2)The ESPP was approved by our board of directors and stockholders in September 2007.
Item 6. SELECTED CONSOLIDATED FINANCIAL DATA
1 rewritten, 0 added, 0 removed, 1 unchanged
[removed: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)][added: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)]
Item 8. FINANCIAL STATEMENTS
370 rewritten, 269 added, 99 removed, 657 unchanged
| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i6f559ef4d5bf43cc87c083318bb54a29_133) 271[)](#i6f559ef4d5bf43cc87c083318bb54a29_133)] [added: ID](#i505a98d732784ef7bc3d428e74b399a9_118) 271[)](#i505a98d732784ef7bc3d428e74b399a9_118)] | | | [removed: [47](#i6f559ef4d5bf43cc87c083318bb54a29_133)] [added: [42](#i505a98d732784ef7bc3d428e74b399a9_118)] | | |
| [Consolidated Balance [removed: Sheets](#i6f559ef4d5bf43cc87c083318bb54a29_136)] [added: Sheets](#i505a98d732784ef7bc3d428e74b399a9_121)] | | | [removed: [49](#i6f559ef4d5bf43cc87c083318bb54a29_136)] [added: [44](#i505a98d732784ef7bc3d428e74b399a9_121)] | | |
| [Consolidated Statements of Operations and Comprehensive [removed: Income](#i6f559ef4d5bf43cc87c083318bb54a29_139)] [added: Income](#i505a98d732784ef7bc3d428e74b399a9_124)] | | | [removed: [50](#i6f559ef4d5bf43cc87c083318bb54a29_139)] [added: [45](#i505a98d732784ef7bc3d428e74b399a9_124)] | | |
| [Consolidated Statements of Stockholders' [removed: Equity](#i6f559ef4d5bf43cc87c083318bb54a29_142)] [added: Equity](#i505a98d732784ef7bc3d428e74b399a9_127)] | | | [removed: [51](#i6f559ef4d5bf43cc87c083318bb54a29_142)] [added: [46](#i505a98d732784ef7bc3d428e74b399a9_127)] | | |
| [Consolidated Statements of Cash [removed: Flows](#i6f559ef4d5bf43cc87c083318bb54a29_145)] [added: Flows](#i505a98d732784ef7bc3d428e74b399a9_130)] | | | [removed: [53](#i6f559ef4d5bf43cc87c083318bb54a29_145)] [added: [48](#i505a98d732784ef7bc3d428e74b399a9_130)] | | |
| [Index for Notes to the Consolidated Financial [removed: Statements](#i6f559ef4d5bf43cc87c083318bb54a29_148)] [added: Statements](#i505a98d732784ef7bc3d428e74b399a9_133)] | | | [removed: [54](#i6f559ef4d5bf43cc87c083318bb54a29_148)] [added: [49](#i505a98d732784ef7bc3d428e74b399a9_133)] | | |
[removed: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)][added: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)]
To the [removed: Stockholders and] Board of Directors [added: and Stockholders] of lululemon athletica inc.
We have audited the accompanying consolidated balance sheets of lululemon athletica inc. and its subsidiaries [removed: (together, the] [added: (the] Company) as of [removed: January 28, 2024] [added: February 2, 2025] and January [removed: 29, 2023,] [added: 28, 2024,] and the related consolidated statements of operations and comprehensive income, of [removed: stockholders'] [added: stockholders’] equity and of cash flows for [removed: each of] the [added: 53-week year ended February 2, 2025, the] 52-week [removed: years] [added: year] ended January 28, 2024, [added: and the 52-week year ended] January 29, 2023, [removed: and January 30, 2022,] 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 [removed: January 28, 2024,] [added: February 2, 2025,] based on criteria established in Internal Control [removed: –] [added: ‒] Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of [removed: January 28, 2024] [added: February 2, 2025] and January [removed: 29, 2023,] [added: 28, 2024,] and the results of its operations and its cash flows for [removed: each of] the [added: 53-week year ended February 2, 2025, the] 52-week [removed: years] [added: year] ended January 28, 2024, [removed: January 29, 2023,] and [added: the 52-week year ended] January [removed: 30, 2022] [added: 29, 2023] 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 [removed: January 28, 2024,] [added: February 2, 2025,] based on criteria established in Internal Control [removed: –] [added: ‒] Integrated Framework (2013) issued by the COSO.
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in [removed: Management's] [added: Management’s] Annual Report on Internal Control over Financial Reporting appearing under Item 9A of the Company’s [removed: 2023] [added: 2024] Annual Report on Form 10-K.
As of [removed: January 28, 2024,] [added: February 2, 2025,] the Company’s consolidated net inventories balance was [removed: $1,323.6] [added: $1,442.1] million inclusive of the inventory provision of [removed: $141.5] [added: $84.0] million.
| | | | | | | [removed: January 28, 2024] [added: 2024] | | | | | | [removed: January 29, 2023] [added: 2023] | | |
| Cash and cash [removed: equivalents] [added: equivalents, beginning of period] | | | | | | $ | 2,243,971 | | | | | $ | 1,154,867 | | [added: | | | $ | 1,259,871 | |]
| Accounts receivable, net | | | | | | [removed: 124,769] [added: 120,173] | | | | | | [removed: 132,906] [added: 124,769] | | |
| Inventories | | | | | | [removed: 1,323,602] [added: 1,442,081] | | | | | | [removed: 1,447,367] [added: 1,323,602] | | |
| Prepaid and receivable income taxes | | | | | | [removed: 183,733] [added: 182,253] | | | | | | [removed: 185,641] [added: 183,733] | | |
| Prepaid expenses and other current assets | | | | | | [removed: 184,502] [added: 251,459] | | | | | | [removed: 238,672] [added: 184,502] | | |
| Property and equipment, net | | | | | | [removed: 1,545,811] [added: 1,780,617] | | | | | | [removed: 1,269,614] [added: 1,545,811] | | |
| Right-of-use lease assets | | | | | | [removed: 1,265,610] [added: 1,416,256] | | | | | | [removed: 969,419] [added: 1,265,610] | | |
| Goodwill | | | | | | [removed: 24,083] [added: 159,518] | | | | | | [removed: 24,144] [added: 24,083] | | |
| Intangible assets, net | | | | | | [removed: —] [added: 11,673] | | | | | | [removed: 21,961] [added: —] | | |
| Deferred income tax assets | | | | | | [removed: 9,176] [added: 17,085] | | | | | | [removed: 6,402] [added: 9,176] | | |
| Other non-current assets | | | | | | [removed: 186,684] [added: 237,841] | | | | | | [removed: 156,045] [added: 186,684] | | |
| Accounts payable | | | | | | $ | [removed: 348,441] [added: 271,406] | | | | | $ | [removed: 172,732] [added: 348,441] | |
| Accrued liabilities and other | | | | | | [removed: 348,555] [added: 559,463] | | | | | | [removed: 399,223] [added: 348,555] | | |
| Accrued compensation and related expenses | | | | | | [removed: 326,110] [added: 204,543] | | | | | | [removed: 248,167] [added: 326,110] | | |
| Current lease liabilities | | | | | | [removed: 249,270] [added: 275,154] | | | | | | [removed: 207,972] [added: 249,270] | | |
| Current income taxes payable | | | | | | [removed: 12,098] [added: 183,126] | | | | | | [removed: 174,221] [added: 12,098] | | |
| Unredeemed gift card liability | | | | | | [removed: 306,479] [added: 308,352] | | | | | | [removed: 251,478] [added: 306,479] | | |
| Other current liabilities | | | | | | [removed: 40,308] [added: 37,586] | | | | | | [removed: 38,405] [added: 40,308] | | |
| Non-current lease liabilities | | | | | | [removed: 1,154,012] [added: 1,300,637] | | | | | | [removed: 862,362] [added: 1,154,012] | | |
| Non-current income taxes payable | | | | | | [removed: 15,864] [added: —] | | | | | | [removed: 28,555] [added: 15,864] | | |
| Deferred income tax liabilities | | | | | | [removed: 29,522] [added: 98,188] | | | | | | [removed: 55,084] [added: 29,522] | | |
| Other non-current liabilities | | | | | | [removed: 29,201] [added: 40,790] | | | | | | [removed: 20,040] [added: 29,201] | | |
| Common stock, $0.005 par value: 400,000 shares authorized; [removed: 121,106] [added: 116,166] and [removed: 122,205] [added: 121,106] issued and outstanding | | | | | | [removed: 606] [added: 581] | | | | | | [removed: 611] [added: 606] | | |
| Additional paid-in capital | | | | | | [removed: 575,369] [added: 638,190] | | | | | | [removed: 474,645] [added: 575,369] | | |
| Retained earnings | | | | | | [removed: 3,920,362] [added: 4,109,717] | | | | | | [removed: 2,926,127] [added: 3,920,362] | | |
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
March 27, 2025
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
| Cash and cash equivalents | | | | | | $ | 1,984,336 | | | | | $ | 2,243,971 | |
| | | | | | | 3,980,302 | | | | | | 4,060,577 | | |
| | | | | | | $ | 7,603,292 | | | | | $ | 7,091,941 | |
| | | | | | | 1,839,630 | | | | | | 1,631,261 | | |
| | | | | | | 3,279,245 | | | | | | 2,859,860 | | |
| | | | | | | 4,324,047 | | | | | | 4,232,081 | | |
| | | | | | | $ | 7,603,292 | | | | | $ | 7,091,941 | |
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,814,616 | | | | | | | | | | | | 1,814,616 | | |
| Repurchase of common stock, including excise tax | | | | | | | | | | | | | | | | | | | | | | | | (5,147) | | | | | | (26) | | | | | | (11,592) | | | | | | (1,625,261) | | | | | | | | | | | | (1,636,879) | | |
| Balance as of February 2, 2025 | | | | | | 5,116 | | | | | | 5,116 | | | | | | $ | — | | | | | 116,166 | | | | | | $ | 581 | | | | | $ | 638,190 | | | | | $ | 4,109,717 | | | | | $ | (424,441) | | | | | $ | 4,324,047 | |
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
| | | | | | | February 2, 2025 | | | | | | January 28, 2024 | | | | | | January 29, 2023 | | |
| Net income | | | | | | $ | 1,814,616 | | | | | $ | 1,550,190 | | | | | $ | 854,800 | |
| Gain on disposal of assets | | | | | | — | | | | | | — | | | | | | (10,180) | | |
| Accounts receivable | | | | | | 1,626 | | | | | | 6,580 | | | | | | (58,987) | | |
| Acquisition, net of cash acquired | | | | | | (154,146) | | | | | | — | | | | | | — | | |
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
| Note 3 | | | [Inventories](#i505a98d732784ef7bc3d428e74b399a9_145) | | | [57](#i505a98d732784ef7bc3d428e74b399a9_145) | | |
| Note 6 | | | [Acquisition](#i505a98d732784ef7bc3d428e74b399a9_1698) | | | [58](#i505a98d732784ef7bc3d428e74b399a9_1698) | | |
| Note 7 | | | [Goodwill](#i505a98d732784ef7bc3d428e74b399a9_154) | | | [59](#i505a98d732784ef7bc3d428e74b399a9_154) | | |
| Note 18 | | | [Leases](#i505a98d732784ef7bc3d428e74b399a9_193) | | | [68](#i505a98d732784ef7bc3d428e74b399a9_193) | | |
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
On September 10, 2024, the Company acquired the lululemon branded retail locations and operations run by a third party in Mexico.
The Company had previously granted the third party the right to operate retail locations and to sell lululemon products in Mexico.
The results of operations, financial position, and cash flows of the Mexico operations have been included in the Company's consolidated financial statements since the date of acquisition.
Fiscal 2024 was a 53-week year.
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
The Company has entered into certain subleases, which have been classified as operating leases.
Sublease income is recognized on a straight-line basis beginning on the commencement date of the sublease.
Sublease income offsets the head lease expense within net lease expense.
As of February 2, 2025 and January 28, 2024, the unredeemed gift card liability was $308.4 million and $306.5 million, respectively.
During 2024, 2023, and 2022, the Company recognized net revenue of $180.9 million, $151.4 million, and $126.9 million, respectively, that was included in the opening balance of the unredeemed gift card liability at the beginning of each year.
March 21, 2024
| | | | | | | 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 | | |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Acquisition-related expenses | | | | | | — | | | | | | — | | | | | | 41,394 | | |
| Balance as of January 31, 2021 | | | | | | 5,203 | | | | | | 5,203 | | | | | | $ | — | | | | | 125,150 | | | | | | $ | 626 | | | | | $ | 388,667 | | | | | $ | 2,346,428 | | | | | $ | (177,155) | | | | | $ | 2,558,566 | |
| Net income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 975,322 | | | | | | | | | | | | 975,322 | | |
| Repurchase of common stock | | | | | | | | | | | | | | | | | | | | | | | | (2,202) | | | | | | (11) | | | | | | (3,681) | | | | | | (808,910) | | | | | | | | | | | | (812,602) | | |
| Cash and cash equivalents, beginning of period | | | | | | $ | 1,154,867 | | | | | $ | 1,259,871 | | | | | $ | 1,150,517 | |
| Note 3 | | | [Inventories](#i6f559ef4d5bf43cc87c083318bb54a29_160) | | | [62](#i6f559ef4d5bf43cc87c083318bb54a29_160) | | |
| Note 6 | | | [Goodwill](#i6f559ef4d5bf43cc87c083318bb54a29_169) | | | [63](#i6f559ef4d5bf43cc87c083318bb54a29_169) | | |
| Note 9 | | | [Acquisition-Related Expenses](#i6f559ef4d5bf43cc87c083318bb54a29_178) | | | [66](#i6f559ef4d5bf43cc87c083318bb54a29_178) | | |
| Note 18 | | | [Leases](#i6f559ef4d5bf43cc87c083318bb54a29_205) | | | [73](#i6f559ef4d5bf43cc87c083318bb54a29_205) | | |
- hemming costs;
Awards settled in cash or common stock at the election of the employee are remeasured to fair value at the end of each reporting period until settlement.
Restricted stock units that were settled in cash or common stock at the election of the employee were remeasured to fair value at the end of each reporting period until settlement.
This fair value was based on the closing price of the Company's common stock on the last business day before each period end.
In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, to require annual and interim disclosures about the key terms of supplier finance programs used in connection with the purchase of goods and services along with information about the obligations under these programs, including the amount outstanding at the end of each reporting period and a roll-forward of those obligations.
| Provision to reduce inventories to net realizable value: | | | | | | | | | | | | | | |
| Balance as of January 30, 2022 | | | | | | $ | 386,880 | |
The Company recognized an impairment charge of $362.5 million related to the lululemon Studio reporting unit as of January 29, 2023 on the goodwill that arose from the acquisition of MIRROR.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| MIRROR brand | | | | | | $ | 26,500 | | | | | $ | (3,423) | | | | | $ | (20,077) | | | | | $ | 3,000 | | | | | 3.0 | | |
| Customer relationships | | | | | | 28,000 | | | | | | (7,492) | | | | | | (20,508) | | | | | | — | | | | | | n/a | | |
| Technology | | | | | | 25,500 | | | | | | (8,956) | | | | | | — | | | | | | 16,544 | | | | | | 3.0 | | |
| Content | | | | | | 5,000 | | | | | | (2,583) | | | | | | — | | | | | | 2,417 | | | | | | 2.4 | | |
| Intangible assets | | | | | | $ | 85,270 | | | | | $ | (22,724) | | | | | $ | (40,585) | | | | | $ | 21,961 | | | | | 2.9 | | |
| Impairment of goodwill | | | | | | $ | — | | | | | $ | 362,492 | | | | | | | |
Acquisition-Related Expenses
In connection with the acquisition of MIRROR in fiscal 2020, the Company recognized certain expenses which were included within acquisition-related expenses in the consolidated statements of operations.
These amounts included acquisition-related compensation, transaction and integration costs, and a gain on the Company's existing investment in MIRROR.
During 2021, $41.4 million was recognized.
There were no acquisition-related expenses recognized in 2023 or 2022.
| Accrued operating expenses | | | | | | $ | 147,215 | | | | | $ | 169,429 | |
| Accrued inventory liabilities | | | | | | 4,783 | | | | | | 4,345 | | |
An excerpt. Shown here: 40 of 370 rewritten, 40 of 269 added and 40 of 99 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS in the FY2024 filing and the FY2023 filing.
Item 9A. CONTROLS AND PROCEDURES
5 rewritten, 0 added, 1 removed, 15 unchanged
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 [added: 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](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)][added: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)]
Based on this evaluation, management concluded that we maintained effective internal control over financial reporting as of [removed: January 28, 2024.][added: February 2, 2025.]
The effectiveness of our internal control over financial reporting as of [removed: January 28, 2024] [added: February 2, 2025] 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: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.
Item 9B. OTHER INFORMATION
1 rewritten, 3 added, 16 removed, 1 unchanged
During the fourth quarter of [removed: 2023,] [added: 2024,] 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).
Departure of Director
On March 25, 2025, Michael Casey notified us of his resignation as a director of lululemon and from all committees of our board of directors, effective June 12, 2025.
Mr. Casey's decision to resign is not the result of any disagreement with us.
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.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 rewritten, 0 added, 0 removed, 2 unchanged
[removed: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)][added: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)]
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 5 added, 0 removed, 4 unchanged
The [added: remaining] 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: 2024] [added: 2025] 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."
We have adopted an insider trading policy, which governs the purchase, sale, and other dispositions of lululemon securities by our board of directors, officers, and other employees of lululemon or our subsidiaries, as well as members of their immediate families and households.
It also applies to consultants or contractors who provide services to lululemon.
We also follow guidelines for our stock repurchase programs.
We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to lululemon.
The foregoing summary does not purport to be a complete description of our insider trading policy and is qualified in its entirety by reference to the full text of the lululemon Insider Trading Policy, a copy of which is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is incorporated by reference to our [removed: 2024] [added: 2025] Proxy Statement under the captions "Executive Compensation" and "Executive Compensation Tables."
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
5 rewritten, 2 added, 2 removed, 11 unchanged
The information required by this item is incorporated by reference to our [removed: 2024] [added: 2025] Proxy Statement under the caption "Principal Shareholders and Share Ownership by Management."
Equity Compensation Plan Information (as of [removed: January 28, 2024)][added: February 2, 2025)]
(1)This amount represents the following: (a) [removed: 783,036] [added: 849,003] shares subject to outstanding options, (b) [removed: 175,365] [added: 177,329] shares subject to outstanding performance-based restricted stock units, and (c) [removed: 222,630] [added: 239,287] shares subject to outstanding restricted stock units.
(3)This includes (a) [removed: 4,025,805] [added: 3,483,657] shares of our common stock available for future issuance under our 2023 Equity Incentive Plan and (b) [removed: 4,402,698] [added: 4,270,372] shares of our common stock available for future issuance under our Employee Share Purchase Plan.
[removed: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)][added: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)]
| Equity compensation plans approved by stockholders | | | | | | 1,265,619 | | | | | | $ | 314.27 | | | | | 7,754,029 | | |
| Total | | | | | | 1,265,619 | | | | | | $ | 314.27 | | | | | 7,754,029 | | |
| Equity compensation plans approved by stockholders | | | | | | 1,181,031 | | | | | | $ | 285.69 | | | | | 8,428,503 | | |
| Total | | | | | | 1,181,031 | | | | | | $ | 285.69 | | | | | 8,428,503 | | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
The information required by this item is incorporated by reference to our [removed: 2024] [added: 2025] Proxy Statement under the captions "Certain Relationships and Related Party Transactions" and "Corporate Governance."
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
2 rewritten, 0 added, 0 removed, 1 unchanged
The information required by this item is incorporated by reference to our [removed: 2024] [added: 2025] Proxy Statement under the caption "Fees for Professional Services."
[removed: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)][added: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)]
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
23 rewritten, 6 added, 1 removed, 80 unchanged
[removed: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)][added: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)]
| 3.1 | | | | | | [Restated Certificate of Incorporation of lululemon athletica inc.](https://www.sec.gov/Archives/edgar/data/1397187/000139718724000010/lulu-20240128xex31.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 3.1] | | | | | | [added: 001-33608] | | | | | | [added: 3/21/2024] | | |
| 4.1 | | | | | | [Form of Specimen Stock Certificate of lululemon athletica [removed: inc.](http://www.sec.gov/Archives/edgar/data/1397187/000119312513004124/d458781dex41.htm)] [added: inc.](https://www.sec.gov/Archives/edgar/data/1397187/000119312513004124/d458781dex41.htm)] | | | | | | | | | | | | S-3 | | | | | | 4.1 | | | | | | 333-185899 | | | | | | 1/7/2013 | | |
| 10.1* | | | | | | [lululemon athletica inc. 2023 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1397187/000139718724000010/lulu-20240128xex101.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 10.1] | | | | | | [added: 001-33608] | | | | | | [added: 3/21/2024] | | |
| 10.6* | | | | | | [Amended and Restated LIPO Investments (USA), Inc. Option Plan and form of Award [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1397187/000094523407000314/o35800exv10w3.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1397187/000094523407000314/o35800exv10w3.htm)] | | | | | | | | | | | | S-1 | | | | | | 10.3 | | | | | | 333-142477 | | | | | | 5/1/2007 | | |
| 10.7 | | | | | | [Exchange Trust Agreement dated July 26, 2007 between lululemon athletica inc., Lulu Canadian Holding, Inc. and Computershare Trust Company of [removed: Canada](http://www.sec.gov/Archives/edgar/data/1397187/000094523407000575/o37285exv10w5.htm)] [added: Canada](https://www.sec.gov/Archives/edgar/data/1397187/000094523407000575/o37285exv10w5.htm)] | | | | | | | | | | | | 10-Q | | | | | | 10.5 | | | | | | 001-33608 | | | | | | 9/10/2007 | | |
| 10.8 | | | | | | [Exchangeable Share Support Agreement dated July 26, 2007 between lululemon athletica inc., Lululemon Callco ULC and Lulu Canadian Holding, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1397187/000094523407000575/o37285exv10w6.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1397187/000094523407000575/o37285exv10w6.htm)] | | | | | | | | | | | | 10-Q | | | | | | 10.6 | | | | | | 001-33608 | | | | | | 9/10/2007 | | |
| 10.9 | | | | | | [Amended and Restated Declaration of Trust for Forfeitable Exchangeable Shares dated July 26, 2007, by and among the parties named [removed: therein](http://www.sec.gov/Archives/edgar/data/1397187/000094523407000575/o37285exv10w7.htm)] [added: therein](https://www.sec.gov/Archives/edgar/data/1397187/000094523407000575/o37285exv10w7.htm)] | | | | | | | | | | | | 10-Q | | | | | | 10.7 | | | | | | 001-33608 | | | | | | 9/10/2007 | | |
| 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 [removed: Provisions)](http://www.sec.gov/Archives/edgar/data/1397187/000089322007002383/o36921a4exv10w14.htm)] [added: Provisions)](https://www.sec.gov/Archives/edgar/data/1397187/000089322007002383/o36921a4exv10w14.htm)] | | | | | | | | | | | | S-1/A | | | | | | 10.14 | | | | | | 333-142477 | | | | | | 7/9/2007 | | |
| 10.11 | | | | | | [Form of Indemnification Agreement between lululemon athletica inc. and its directors and certain [removed: officers](http://www.sec.gov/Archives/edgar/data/1397187/000089322007002383/o36921a4exv10w16.htm)] [added: officers](https://www.sec.gov/Archives/edgar/data/1397187/000089322007002383/o36921a4exv10w16.htm)] | | | | | | | | | | | | S-1/A | | | | | | 10.16 | | | | | | 333-142477 | | | | | | 7/9/2007 | | |
| 10.12* | | | | | | [Outside Director Compensation Plan](https://www.sec.gov/Archives/edgar/data/1397187/000139718724000010/lulu-20240128xex1012.htm) | | | | | | [removed: X] | | | | | | [added: 10-K] | | | | | | [added: 10.12] | | | | | | [added: 001-33608] | | | | | | [added: 3/21/2024] | | |
| 10.14* | | | | | | [lululemon athletica inc. Employee Share Purchase [removed: Plan](http://www.sec.gov/Archives/edgar/data/1397187/000094523407000693/o38413exv10w3.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1397187/000139718724000024/lulu-20240428xex101.htm)] | | | | | | | | | | | | 10-Q | | | | | | [removed: 10.3] [added: 10.1] | | | | | | 001-33608 | | | | | | [removed: 11/29/2007] [added: 6/5/2024] | | |
| 10.15* | | | | | | [Executive Employment Agreement, effective as of December 5, 2016, between lululemon athletica canada inc. and Celeste [removed: Burgoyne](http://www.sec.gov/Archives/edgar/data/1397187/000139718717000008/lulu-20170129xex1023.htm)] [added: Burgoyne](https://www.sec.gov/Archives/edgar/data/1397187/000139718717000008/lulu-20170129xex1023.htm)] | | | | | | | | | | | | 10-K | | | | | | 10.23 | | | | | | 001-33608 | | | | | | 3/29/2017 | | |
| 10.17* | | | | | | [Executive Employment Agreement, effective as of August 20, 2018, between lululemon athletica canada inc. and Calvin [removed: McDonald](http://www.sec.gov/Archives/edgar/data/1397187/000139718718000042/lulu-20180718xex101.htm)] [added: McDonald](https://www.sec.gov/Archives/edgar/data/1397187/000139718718000042/lulu-20180718xex101.htm)] | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 7/24/2018 | | |
| 10.19* | | | | | | [Executive Employment Agreement, effective [removed: as of] September 20, [removed: 2018,] [added: 2021,] between lululemon athletica inc. and [removed: Michelle Choe](http://www.sec.gov/Archives/edgar/data/1397187/000139718718000053/lulu-20181028xex101.htm)] [added: Nicole Neuburger](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000039/lulu-20211031xex101.htm)] | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 001-33608 | | | | | | [removed: 12/06/2018] [added: 12/09/2021] | | |
| 10.20* | | | | | | [Executive Employment Agreement, effective [removed: September 20,] [added: as of January 4,] 2021, between lululemon athletica [removed: inc.] [added: UK ltd.] and [removed: Nicole Neuburger](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000039/lulu-20211031xex101.htm)] [added: Andre Maestrini](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000009/lulu-20210131xex1022.htm)] | | | | | | | | | | | | [removed: 10-Q] [added: 10-K] | | | | | | [removed: 10.1] [added: 10.22] | | | | | | 001-33608 | | | | | | [removed: 12/09/2021] [added: 3/30/2021] | | |
| [removed: 10.22] [added: 10.21] | | | | | | [Credit Agreement, dated December 14, 2021, among lululemon athletica inc., lululemon athletica canada inc., Lulu Canadian Holding, Inc. and lululemon usa inc., as borrowers, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, HSBC Bank Canada, as syndication agent and letter of credit issuer, BOFA Securities, Inc., as sustainability coordinator, and the other lenders party thereto.](https://www.sec.gov/Archives/edgar/data/1397187/000139718721000041/lulu-20211214xex101.htm) | | | | | | | | | | | | 8-K | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 12/17/2021 | | |
| 21.1 | | | | | | [Significant subsidiaries of lululemon athletica [removed: inc.](https://www.sec.gov/Archives/edgar/data/1397187/000139718723000012/lulu-20230129xex211.htm)] [added: inc.](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000013/lulu-20250202xex211.htm)] | | | | | | [added: X] | | | | | | [removed: 10-K] | | | | | | [removed: 21.1] | | | | | | [removed: 001-33608] | | | | | | [removed: 3/28/2023] | | |
| 23.1 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1397187/000139718724000010/lulu-20240128xex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000013/lulu-20250202xex231.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/1397187/000139718724000010/lulu-20240128xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000013/lulu-20250202xex311.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/1397187/000139718724000010/lulu-20240128xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000013/lulu-20250202xex312.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/1397187/000139718724000010/lulu-20240128xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000013/lulu-20250202xex321.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 101 | | | | | | The following financial statements from the Company's 10-K for the fiscal year ended [removed: January 28, 2024,] [added: February 2, 2025,] 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](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)
| 10.22 | | | | | | [Credit Agreement Assignment and Assumption](https://www.sec.gov/Archives/edgar/data/1397187/000139718724000034/lulu-20240728xex101.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.1 | | | | | | 001-33608 | | | | | | 8/29/2024 | | |
| 10.23 | | | | | | [Amendment No.2 to the Credit Agreement between lululemon athletica inc., a Delaware corporation, and Bank of America, N.A., as administrative agent for the lenders parties to the Credit Agreement](https://www.sec.gov/Archives/edgar/data/1397187/000139718724000034/lulu-20240728xex102.htm) | | | | | | | | | | | | 10-Q | | | | | | 10.2 | | | | | | 001-33608 | | | | | | 8/29/2024 | | |
| 19.1 | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1397187/000139718725000013/lulu-20250202xex191.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | | |
Item 16. FORM 10-K SUMMARY
14 rewritten, 1 added, 0 removed, 40 unchanged
[removed: [Table](#i6f559ef4d5bf43cc87c083318bb54a29_7) [of](#i6f559ef4d5bf43cc87c083318bb54a29_7) [](#i6f559ef4d5bf43cc87c083318bb54a29_7)[Contents](#i6f559ef4d5bf43cc87c083318bb54a29_7)][added: [Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)]
| | | | Date: | | | | | | March [removed: 21, 2024] [added: 27, 2025] | | |
| /s/ CALVIN MCDONALD | | | | | | Chief Executive Officer and Director | | | | | | March [removed: 21, 2024] [added: 27, 2025] | | |
| /s/ MEGHAN FRANK | | | | | | Chief Financial Officer | | | | | | March [removed: 21, 2024] [added: 27, 2025] | | |
| /s/ MARTHA A.M. MORFITT | | | | | | Director, Board Chair | | | | | | March [removed: 21, 2024] [added: 27, 2025] | | |
| /s/ MICHAEL CASEY | | | | | | Director | | | | | | March [removed: 21, 2024] [added: 27, 2025] | | |
| /s/ SHANE GRANT | | | | | | Director | | | | | | March [removed: 21, 2024] [added: 27, 2025] | | |
| /s/ KATHRYN HENRY | | | | | | Director | | | | | | March [removed: 21, 2024] [added: 27, 2025] | | |
| /s/ TERI LIST | | | | | | Director | | | | | | March [removed: 21, 2024] [added: 27, 2025] | | |
| /s/ ALISON LOEHNIS | | | | | | Director | | | | | | March [removed: 21, 2024] [added: 27, 2025] | | |
| /s/ ISABEL MAHE | | | | | | Director | | | | | | March [removed: 21, 2024] [added: 27, 2025] | | |
| /s/ JON MCNEILL | | | | | | Director | | | | | | March [removed: 21, 2024] [added: 27, 2025] | | |
| /s/ DAVID M. MUSSAFER | | | | | | Director | | | | | | March [removed: 21, 2024] [added: 27, 2025] | | |
| /s/ EMILY WHITE | | | | | | Director | | | | | | March [removed: 21, 2024] [added: 27, 2025] | | |
[Table](#i505a98d732784ef7bc3d428e74b399a9_7) [of Contents](#i505a98d732784ef7bc3d428e74b399a9_7)