Item 1. FINANCIAL STATEMENTS (UNAUDITED)

84K characters. Original on sec.gov · Markdown

Item 1. FINANCIAL STATEMENTS (UNAUDITED)

lululemon athletica inc.

CONSOLIDATED BALANCE SHEETS

(Unaudited; Amounts in thousands, except per share amounts)


	August 2, 2026		February 1, 2026
ASSETS
Current assets
Cash and cash equivalents	$	1,389,737	$	1,807,202
Accounts receivable, net	171,164		190,657
Inventories	1,711,450		1,700,753
Prepaid and receivable income taxes	479,948		352,469
Prepaid expenses and other current assets	193,288		211,620
	3,945,587		4,262,701
Property and equipment, net	2,046,363		2,033,720
Right-of-use lease assets	1,947,077		1,630,181
Goodwill	185,840		184,911
Intangible assets, net	2,530		6,283
Deferred income tax assets	24,537		24,037
Other non-current assets	332,644		314,910
	$	8,484,578	$	8,456,743
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	346,717	$	331,421
Accrued liabilities and other	584,912		662,982
Accrued compensation and related expenses	122,747		187,887
Current lease liabilities	366,649		298,724
Current income taxes payable	67,375		43,948
Unredeemed gift card liability	277,318		316,632
Other current liabilities	35,933		45,954
	1,801,651		1,887,548
Non-current lease liabilities	1,774,478		1,499,717
Deferred income tax liabilities	56,987		52,278
Other non-current liabilities	60,288		55,360
	3,693,404		3,494,903
Commitments and contingencies
Stockholders' equity
Undesignated preferred stock, $0.01 par value: 5,000 shares authorized; none issued and outstanding	—		—
Exchangeable stock, no par value: 60,000 shares authorized; 5,116 and 5,116 issued and outstanding	—		—
Special voting stock, $0.000005 par value: 60,000 shares authorized; 5,116 and 5,116 issued and outstanding	—		—
Common stock, $0.005 par value: 400,000 shares authorized; 106,566 and 111,380 issued and outstanding	533		557
Additional paid-in capital	695,052		669,392
Retained earnings	4,364,017		4,522,581
Accumulated other comprehensive loss	(268,428)		(230,690)
	4,791,174		4,961,840
	$	8,484,578	$	8,456,743

See accompanying notes to the unaudited interim consolidated financial statements

lululemon athletica inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited; Amounts in thousands, except per share amounts)


	Quarter Ended				Two Quarters Ended
	August 2, 2026		August 3, 2025		August 2, 2026		August 3, 2025
Net revenue	$	2,415,631	$	2,525,219	$	4,887,234	$	4,895,879
Cost of goods sold	953,753		1,048,017		2,086,538		2,035,551
Gross profit	1,461,878		1,477,202		2,800,696		2,860,328
Selling, general and administrative expenses	1,006,332		951,658		2,066,320		1,894,529

Amortization of intangible assets	1,893		1,730		3,777		3,360

Income from operations	453,653		523,814		730,599		962,439
Other income (expense), net	13,698		9,737		22,829		21,523
Income before income tax expense	467,351		533,551		753,428		983,962
Income tax expense	138,128		162,646		229,157		298,485
Net income	$	329,223	$	370,905	$	524,271	$	685,477

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	$	(76,329)	$	4,707	$	(64,342)	$	174,479
Net investment hedge gains (losses)	25,289		790		26,604		(81,263)
Other comprehensive income (loss), net of tax	$	(51,040)	$	5,497	$	(37,738)	$	93,216
Comprehensive income	$	278,183	$	376,402	$	486,533	$	778,693

Basic earnings per share	$	2.92	$	3.10	$	4.59	$	5.71
Diluted earnings per share	$	2.92	$	3.10	$	4.59	$	5.70
Basic weighted-average number of shares outstanding	112,898		119,600		114,156		120,116
Diluted weighted-average number of shares outstanding	112,919		119,680		114,201		120,262

See accompanying notes to the unaudited interim consolidated financial statements

lululemon athletica inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited; Amounts in thousands)


	Quarter Ended August 2, 2026
	Exchangeable Stock	Special Voting Stock			Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Shares	Par Value		Shares	Par Value
Balance as of May 3, 2026	5,116	5,116	$	—	109,308	$	547	$	681,152	$	4,361,290	$	(217,388)	$	4,825,601
Net income										329,223				329,223
Other comprehensive income (loss), net of tax												(51,040)		(51,040)

Stock-based compensation expense								21,089						21,089
Common stock issued upon settlement of stock-based compensation					8	—		—						—
Shares withheld related to net share settlement of stock-based compensation					(3)	—		(350)						(350)
Repurchase of common stock, including excise tax					(2,747)	(14)		(6,839)		(326,496)				(333,349)
Balance as of August 2, 2026	5,116	5,116	$	—	106,566	$	533	$	695,052	$	4,364,017	$	(268,428)	$	4,791,174


	Quarter Ended August 3, 2025
	Exchangeable Stock	Special Voting Stock			Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Shares	Par Value		Shares	Par Value
Balance as of May 4, 2025	5,116	5,116	$	—	114,909	$	574	$	632,564	$	3,993,154	$	(336,722)	$	4,289,570
Net income										370,905				370,905
Other comprehensive income (loss), net of tax												5,497		5,497

Stock-based compensation expense								(1,844)						(1,844)
Common stock issued upon settlement of stock-based compensation					50	—		5,257						5,257
Shares withheld related to net share settlement of stock-based compensation					(3)	—		(873)						(873)
Repurchase of common stock, including excise tax					(1,128)	(4)		(2,729)		(278,500)				(281,233)
Balance as of August 3, 2025	5,116	5,116	$	—	113,828	$	570	$	632,375	$	4,085,559	$	(331,225)	$	4,387,279


	Two Quarters Ended August 2, 2026
	Exchangeable Stock	Special Voting Stock			Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Shares	Par Value		Shares	Par Value
Balance as of February 1, 2026	5,116	5,116	$	—	111,380	$	557	$	669,392	$	4,522,581	$	(230,690)	$	4,961,840
Net income										524,271				524,271
Other comprehensive income (loss), net of tax												(37,738)		(37,738)

Stock-based compensation expense								50,275						50,275
Common stock issued upon settlement of stock-based compensation					187	1		(1)						—
Shares withheld related to net share settlement of stock-based compensation					(83)	—		(12,369)						(12,369)
Repurchase of common stock, including excise tax					(4,918)	(25)		(12,245)		(682,835)				(695,105)
Balance as of August 2, 2026	5,116	5,116	$	—	106,566	$	533	$	695,052	$	4,364,017	$	(268,428)	$	4,791,174


	Two Quarters Ended August 3, 2025
	Exchangeable Stock	Special Voting Stock			Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
	Shares	Shares	Par Value		Shares	Par Value
Balance as of February 2, 2025	5,116	5,116	$	—	116,166	$	581	$	638,190	$	4,109,717	$	(424,441)	$	4,324,047
Net income										685,477				685,477
Other comprehensive income (loss), net of tax												93,216		93,216

Stock-based compensation expense								21,247						21,247
Common stock issued upon settlement of stock-based compensation					245	—		5,478						5,478
Shares withheld related to net share settlement of stock-based compensation					(92)	—		(26,514)						(26,514)
Repurchase of common stock, including excise tax					(2,491)	(11)		(6,026)		(709,635)				(715,672)
Balance as of August 3, 2025	5,116	5,116	$	—	113,828	$	570	$	632,375	$	4,085,559	$	(331,225)	$	4,387,279

See accompanying notes to the unaudited interim consolidated financial statements

lululemon athletica inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; Amounts in thousands)


	Two Quarters Ended
	August 2, 2026		August 3, 2025
Cash flows from operating activities
Net income	$	524,271	$	685,477
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	277,667		234,244

Stock-based compensation expense	50,275		21,247
Settlement of derivatives not designated in a hedging relationship	(8,295)		(11,921)
Changes in operating assets and liabilities:
Accounts receivable	20,370		(15,929)
Inventories	(14,350)		(237,903)
Prepaid and receivable income taxes	(132,203)		(140,974)
Prepaid expenses and other current assets	16,308		69,037
Other non-current assets	(40,626)		(33,330)
Accounts payable	21,715		91,154
Accrued liabilities and other	(72,446)		(131,640)
Accrued compensation and related expenses	(63,487)		(61,249)
Current income taxes payable	22,805		(165,214)
Unredeemed gift card liability	(37,628)		(59,616)
Right-of-use lease assets and current and non-current lease liabilities	25,201		(2,776)
Other current and non-current liabilities	(299)		(30,885)
Net cash provided by operating activities	589,278		209,722
Cash flows from investing activities
Purchase of property and equipment	(277,056)		(330,161)
Settlement of net investment hedges	(2,807)		13,451

Other investing activities	(1,939)		(3,250)
Net cash used in investing activities	(281,802)		(319,960)
Cash flows from financing activities
Proceeds from settlement of stock-based compensation	—		5,478
Taxes paid related to net share settlement of stock-based compensation	(12,369)		(26,514)
Repurchase of common stock	(695,105)		(715,672)

Other financing activities	(4,751)		(8,115)
Net cash used in financing activities	(712,225)		(744,823)
Effect of foreign currency exchange rate changes on cash and cash equivalents	(12,716)		26,519
Decrease in cash and cash equivalents	(417,465)		(828,542)
Cash and cash equivalents, beginning of period	$	1,807,202	$	1,984,336
Cash and cash equivalents, end of period	$	1,389,737	$	1,155,794

See accompanying notes to the unaudited interim consolidated financial statements

lululemon athletica inc.

INDEX FOR NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL

STATEMENTS


Note 1	Nature of Operations and Basis of Presentation	9
Note 2	Recent Accounting Pronouncements	9
Note 3	Net Revenue	10
Note 4	Revolving Credit Facilities	11
Note 5	Supply Chain Financing Program	11
Note 6	Stock-Based Compensation and Benefit Plans	11
Note 7	Fair Value Measurement	13
Note 8	Derivative Financial Instruments	13
Note 9	Earnings Per Share	15
Note 10	Supplementary Financial Information	15
Note 11	Segmented Information	16
Note 12	Legal Proceedings and Other Contingencies	18

lululemon athletica inc.

NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL

STATEMENTS

Note 1. Nature of Operations and Basis of Presentation

Nature of Operations

lululemon athletica inc., a Delaware corporation, ("lululemon" and, together with its subsidiaries unless the context otherwise requires, the "Company") is engaged in the design, distribution, and retail of technical athletic apparel, footwear, and accessories. The Company organizes its operations into four regional markets: Americas, China Mainland, Asia Pacific ("APAC"), and Europe and the Middle East ("EMEA"). It conducts its business through a number of different channels in each market, including company-operated stores, e-commerce, outlets, temporary locations, wholesale, license and supply arrangements, and a re-commerce program. There were 825 and 811 company-operated stores in operation as of August 2, 2026 and February 1, 2026, respectively.

Basis of Presentation

The unaudited interim consolidated financial statements, including the financial position as of August 2, 2026 and the results of operations and cash flows for the periods disclosed, are presented in U.S. dollars and have been prepared by the Company under the rules and regulations of the Securities and Exchange Commission ("SEC"). The financial information is presented in accordance with United States generally accepted accounting principles ("GAAP") for interim financial information and, accordingly, does not include all of the information and footnotes required by GAAP for complete financial statements. The financial information as of February 1, 2026 is derived from the Company's audited consolidated financial statements and related notes for the fiscal year ended February 1, 2026, which are included in Item 8 in the Company's fiscal 2025 Annual Report on Form 10-K filed with the SEC on March 17, 2026. These unaudited interim consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These unaudited interim consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and related notes included in Item 8 in the Company's fiscal 2025 Annual Report on Form 10-K.

The Company's fiscal year ends on the Sunday closest to January 31 of the following year, typically resulting in a 52-week year, but occasionally giving rise to an additional week, resulting in a 53-week year. Fiscal 2026 will end on January 31, 2027 and will be a 52-week year. Fiscal 2025 was a 52-week year and ended on February 1, 2026. Fiscal 2026 and fiscal 2025 are referred to as "2026," and "2025," respectively. The first two quarters of 2026 and 2025 ended on August 2, 2026 and August 3, 2025, respectively.

The Company's business is affected by the pattern of seasonality common to most retail apparel businesses. Historically, the Company has recognized a significant portion of its operating profit in the fourth fiscal quarter of each year as a result of increased net revenue during the holiday season. Events predominantly impacting the Company's international net revenue, such as those related to Lunar New Year and Singles Day, can fall in different fiscal quarters from year to year.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of net revenue and expenses during the reporting period. Actual results could differ from those estimates.

Note 2. Recent Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standard Updates ("ASUs"). ASUs recently issued not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company's consolidated financial position or results of operations.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Entities will be required to provide disaggregated disclosures for certain income statement expense line items. This amendment is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, and will be applied

retrospectively for periods presented in the financial statements. The Company is currently evaluating the impact that this new guidance may have on its financial statement disclosures.

In September 2025, the FASB issued ASU 2025‑06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350‑40): Targeted Improvements to the Accounting for Internal-Use Software. The amendment replaces the previous project-stage model with a principles-based approach for capitalizing internal-use software costs. This guidance is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within that year. The Company is currently evaluating the impact that this new guidance may have on its accounting policies and related disclosures.

Note 3. Net Revenue

Disaggregated Net Revenue

In addition to the disaggregation of net revenue by reportable segment in Note 11. Segmented Information, the following table disaggregates the Company's net revenue by geographic area.


	Second Quarter				First Two Quarters
	2026		2025		2026		2025
	(In thousands)
United States	$	1,302,069	$	1,415,002	$	2,615,275	$	2,777,526
Canada	285,815		321,293		569,156		614,113
Mexico	28,888		21,922		53,551		41,136
Americas	1,616,772		1,758,217		3,237,982		3,432,775

China Mainland	407,095		392,898		885,490		760,999
Hong Kong SAR, Taiwan, and Macau SAR	51,419		47,634		102,827		91,738
People's Republic of China	458,514		440,532		988,317		852,737

Other geographic areas	340,345		326,470		660,935		610,367
	$	2,415,631	$	2,525,219	$	4,887,234	$	4,895,879

The following disaggregates the Company's net revenue by category. Accessories and other categories is primarily composed of accessories, footwear, and lululemon Studio.


	Second Quarter				First Two Quarters
	2026		2025		2026		2025
	(In thousands)
Women's apparel	$	1,488,241	$	1,547,321	$	3,091,226	$	3,082,493
Men's apparel	621,380		624,598		1,203,258		1,169,386
Accessories and other categories	306,010		353,300		592,750		644,000
	$	2,415,631	$	2,525,219	$	4,887,234	$	4,895,879

The following disaggregates the Company's net revenue by channel.


	Second Quarter				First Two Quarters
	2026		2025		2026		2025
	(In thousands)
Company-operated stores	$	1,173,747	$	1,254,952	$	2,366,587	$	2,408,059
E-commerce	934,630		993,093		1,932,072		1,953,983
Other channels	307,254		277,174		588,575		533,837
	$	2,415,631	$	2,525,219	$	4,887,234	$	4,895,879

Note 4. Revolving Credit Facilities

Americas Revolving Credit Facility

On October 15, 2025, the Company entered into an amended and restated unsecured revolving credit agreement, which provides for $600.0 million in commitments under an unsecured five-year revolving credit facility. The credit facility has a maturity date of October 15, 2030, subject to two one-year extensions at the request of the Company. Subject to the conditions stated in the credit agreement, the Company may request increases in aggregate commitments thereunder up to a total of $1.0 billion. The credit facility permits prepayment of borrowings and reductions or terminations of commitments from time to time without premium or penalty, subject to customary breakage costs.

As of August 2, 2026, the Company had no borrowings outstanding under this credit facility other than $6.3 million in outstanding letters of credit and guarantee.

Borrowings made under the credit facility bear interest at variable rates based on the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York ("SOFR"), or an alternate base rate, plus applicable margin. The credit agreement contains customary financial, affirmative and negative covenants applicable to the Company and its subsidiaries, including limitations on indebtedness, liens, fundamental changes, dispositions of assets, changes in the nature of business, and restrictions on subsidiary dividends and distributions, as well as financial covenants based on leverage and fixed charge coverage ratios. The Company was in compliance with all such covenants as of August 2, 2026.

Uncommitted Revolving Credit Facilities

The Company has uncommitted revolving credit facilities, including an unsecured Chinese Yuan-denominated revolving credit facility totaling the equivalent of USD $44.4 million, which is reviewed annually and provides for short-term borrowing and the issuance of guarantees. As of August 2, 2026, there were no borrowings or guarantees outstanding, letters of credit totaling USD $13.7 million were issued, and the Company was in compliance with all applicable terms of the Chinese Yuan-denominated credit facility.

Note 5. Supply Chain Financing Program

The Company facilitates a voluntary supply chain financing ("SCF") program that allows its suppliers to elect to sell the receivables owed to them by the Company to a third-party financial institution. Participating suppliers negotiate arrangements directly with the financial institution. If a supplier chooses to participate in the SCF program it may request an invoice be paid earlier than it would by the Company, and the financial institution at its sole and absolute discretion, may elect to make an early payment to the supplier at a discount. The Company's obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by a supplier's participation in the arrangement and the Company provides no guarantees to any third parties under the SCF program.

As of August 2, 2026 and February 1, 2026, $39.6 million and $45.1 million, respectively, were outstanding under the SCF program and presented within accounts payable.

Note 6. Stock-Based Compensation and Benefit Plans

Stock-Based Compensation Plans

The Company's eligible employees participate in various stock-based compensation plans, provided directly by the Company.

Stock-based compensation expense charged to income for the plans was $49.7 million and $21.1 million for the first two quarters of 2026 and 2025, respectively. Total unrecognized compensation cost for all stock-based compensation plans was $173.3 million as of August 2, 2026, which is expected to be recognized over a weighted-average period of 2.4 years.

A summary of the balances of the Company's stock-based compensation plans as of August 2, 2026, and changes during the first two quarters of 2026, is presented below:


	Stock Options			Performance-Based Restricted Stock Units			Restricted Shares			Restricted Stock Units
	Number	Weighted-Average Exercise Price		Number	Weighted-Average Grant Date Fair Value		Number	Weighted-Average Grant Date Fair Value		Number	Weighted-Average Grant Date Fair Value
	(In thousands, except per share amounts)
Balance as of February 1, 2026	1,269	$	287.41	220	$	319.19	6	$	252.28	561	$	257.92
Granted	421	163.24		178	184.07		—	—		363	159.06
Exercised/released	—	—		71	358.82		6	252.28		116	328.01
Forfeited/expired	165	235.25		39	262.43		—	—		49	218.06
Balance as of August 2, 2026	1,525	$	258.81	288	$	233.81	—	$	—	759	$	202.50
Exercisable as of August 2, 2026	552	$	321.95

The Company's performance-based restricted stock units ("PSUs") awarded to eligible employees during 2026 entitle the grantee to receive a maximum of 2.5 shares of common stock per PSU if the Company achieves specified performance goals and the grantee remains employed during the vesting period. These PSU awards also include a market condition based on total shareholder return ("TSR"), which limits the conversion ratio to one share of common stock per PSU if TSR over the performance period is negative. The fair value of these PSUs was determined at grant date using a Monte Carlo simulation model. Expense for PSUs is recognized when it is probable that the performance goal will be achieved.

The grant date fair value of stock options is estimated on the date of grant using a Black-Scholes model.

The following are weighted averages of the assumptions that were used during the first two quarters of 2026:


	Stock Options		Performance-Based Restricted Stock Units
Expected term	4.25 years		2.85 years
Expected volatility	43.69	%	42.40	%
Risk-free interest rate	3.79	%	3.79	%
Dividend yield	—	%	—	%

The grant date fair value of the restricted shares and restricted stock units is based on the closing price of the Company's common stock on the grant date.

Employee Share Purchase Plan

The Company has an Employee Share Purchase Plan ("ESPP"). Contributions are made by eligible employees, subject to certain limits defined in the ESPP, and the Company matches one-third of the contribution. The maximum number of shares authorized to be purchased under the ESPP is 6.0 million shares. All shares purchased under the ESPP are purchased in the open market. During the second quarter of 2026, there were 78.8 thousand shares purchased. As of August 2, 2026, 3.9 million shares remain authorized to be purchased under the ESPP.

Defined Contribution Pension Plans

The Company offers defined contribution pension plans to eligible employees who may elect to defer and contribute a portion of their eligible compensation to a plan up to limits stated in the plan documents, not to exceed the dollar amounts set by applicable laws. The Company matches 50% to 75% of the contribution depending on the participant's length of service, and the Company's contribution is subject to a two-year vesting period. The Company's net expense for the defined contribution plans was $13.0 million and $12.2 million in the first two quarters of 2026 and 2025, respectively.

Note 7. Fair Value Measurement

Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of August 2, 2026 and February 1, 2026, the Company held certain assets and liabilities that are measured at fair value on a recurring basis:


	August 2, 2026		Level 1		Level 2		Level 3		Balance Sheet Classification
	(In thousands)
Money market funds	$	37,349	$	37,349	$	—	$	—	Cash and cash equivalents

Term deposits	83,328		—		83,328		—		Cash and cash equivalents
Forward currency contract assets	6,275		—		6,275		—		Prepaid expenses and other current assets
Forward currency contract liabilities	8,431		—		8,431		—		Other current liabilities


	February 1, 2026		Level 1		Level 2		Level 3		Balance Sheet Classification
	(In thousands)
Money market funds	$	354,731	$	354,731	$	—	$	—	Cash and cash equivalents


Forward currency contract assets	30,996		—		30,996		—		Prepaid expenses and other current assets
Forward currency contract liabilities	36,476		—		36,476		—		Other current liabilities

The Company has short-term, highly liquid investments classified as cash equivalents, which are invested in money market funds and short-term deposits with original maturities of three months or less.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company has also recorded lease termination liabilities at fair value on a non-recurring basis, determined using Level 3 inputs based on remaining lease rentals and reduced by estimated sublease income.

Note 8. Derivative Financial Instruments

The Company currently hedges against changes in the Canadian dollar and Chinese Yuan to the U.S. dollar exchange rate and changes in the Euro and Australian dollar to the Canadian dollar exchange rate using forward currency contracts.

Net Investment Hedges

The Company is exposed to foreign currency exchange gains and losses which arise on translation of its international subsidiaries' balance sheets into U.S. dollars. These gains and losses are recorded as other comprehensive income (loss), net of tax in accumulated other comprehensive income or loss within stockholders' equity.

The Company holds a significant portion of its assets in Canada and enters into forward currency contracts designed to hedge a portion of the foreign currency exposure that arises on translation of a Canadian subsidiary into U.S. dollars. These forward currency contracts are designated as net investment hedges. The Company assesses hedge effectiveness based on changes in forward rates. The Company recorded no ineffectiveness from net investment hedges during the first two quarters of 2026.

Derivatives Not Designated as Hedging Instruments

During the first two quarters of 2026, the Company entered into certain forward currency contracts designed to economically hedge the foreign currency exchange revaluation gains and losses that are recognized by its Canadian and Chinese subsidiaries on specific monetary assets and liabilities denominated in currencies other than the functional currency of the entity. The Company has not applied hedge accounting to these instruments and the change in fair value of these derivatives is recorded within selling, general and administrative expenses.

Quantitative Disclosures about Derivative Financial Instruments

The notional amounts and fair values of forward currency contracts were as follows:


	August 2, 2026						February 1, 2026
	Gross Notional		Assets		Liabilities		Gross Notional		Assets		Liabilities
	(In thousands)
Derivatives designated as net investment hedges:
Forward currency contracts	$	1,060,000	$	6,218	$	—	$	1,548,000	$	—	$	32,510
Derivatives not designated in a hedging relationship:
Forward currency contracts	1,386,219		57		8,431		1,832,471		30,996		3,966
Net derivatives recognized on consolidated balance sheets:
Forward currency contracts			$	6,275	$	8,431			$	30,996	$	36,476

As of August 2, 2026, there were derivative assets of $6.3 million and derivative liabilities of $8.4 million subject to enforceable netting arrangements.

The forward currency contracts designated as net investment hedges outstanding as of August 2, 2026 mature on different dates between August 2026 and November 2026.

The forward currency contracts not designated in a hedging relationship outstanding as of August 2, 2026 mature on different dates between August 2026 and November 2026.

The pre-tax gains and losses on foreign currency exchange forward contracts recorded in accumulated other comprehensive income or loss were as follows:


	Second Quarter				First Two Quarters
	2026		2025		2026		2025
	(In thousands)
Gains (losses) recognized in net investment hedge gains (losses):
Derivatives designated as net investment hedges	$	34,145	$	1,065	$	35,920	$	(64,158)

No gains or losses have been reclassified from accumulated other comprehensive income or loss into net income for derivative financial instruments in a net investment hedging relationship, as the Company has not sold or liquidated (or substantially liquidated) its hedged subsidiary.

The pre-tax net foreign currency exchange and derivative gains and losses recorded in the consolidated statement of operations were as follows:


	Second Quarter				First Two Quarters
	2026		2025		2026		2025
	(In thousands)
Gains (losses) recognized in selling, general and administrative expenses:
Foreign currency exchange gains (losses)	$	36,569	$	5,280	$	36,170	$	(67,998)
Derivatives not designated in a hedging relationship	(36,322)		(3,837)		(43,683)		59,231
Net foreign currency exchange and derivative gains (losses)	$	247	$	1,443	$	(7,513)	$	(8,767)

Note 9. Earnings Per Share

The details of the computation of basic and diluted earnings per share are as follows:


	Second Quarter				First Two Quarters
	2026		2025		2026		2025
	(In thousands, except per share amounts)
Net income	$	329,223	$	370,905	$	524,271	$	685,477
Basic weighted-average number of shares outstanding	112,898		119,600		114,156		120,116
Assumed conversion of dilutive stock options and awards	21		80		45		146
Diluted weighted-average number of shares outstanding	112,919		119,680		114,201		120,262
Basic earnings per share	$	2.92	$	3.10	$	4.59	$	5.71
Diluted earnings per share	$	2.92	$	3.10	$	4.59	$	5.70

The Company's calculation of weighted-average shares includes the common stock of the Company as well as the exchangeable shares. Exchangeable shares are the economic equivalent of common shares in all material respects. All classes of stock have in effect the same economic rights and share equally in undistributed net income. For the first two quarters of 2026 and 2025, 0.3 million and 0.1 million stock options and awards, respectively, were anti-dilutive to earnings per share and therefore have been excluded from the computation of diluted earnings per share.

The Company's board of directors approved a stock repurchase program authorizing up to $4.0 billion in aggregate, including $1.0 billion initially authorized on November 29, 2023, and additional $1.0 billion increases on May 29, 2024, December 3, 2024, and December 3, 2025. This program does not have an expiration date or require a minimum number of shares to be repurchased. Repurchases may be made on the open market at prevailing prices or through privately negotiated transactions, including under plans pursuant to Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934. The timing and amount of repurchases will depend on market conditions, trading eligibility, and other factors. As of August 2, 2026, the remaining authorized amount available under the program, excluding commissions and excise taxes, was $712.5 million.

During the first two quarters of 2026 and 2025, 4.9 million and 2.5 million shares, respectively, were repurchased under the programs at a total cost including commissions and excise taxes of $695.1 million and $715.7 million, respectively.

Subsequent to August 2, 2026, and up to August 28, 2026, 1.0 million shares were repurchased at a total cost including commissions and excise taxes of $118.8 million.

Note 10. Supplementary Financial Information

A summary of certain consolidated balance sheet accounts is as follows:


	August 2, 2026		February 1, 2026
	(In thousands)
Inventories:
Inventories, at cost	$	1,810,976	$	1,789,576
Inventory provisions and reserves	(99,526)		(88,823)
	$	1,711,450	$	1,700,753
Prepaid expenses and other current assets:
Prepaid expenses	$	164,179	$	144,744
Forward currency contract assets	6,275		30,996
Other current assets	22,834		35,880
	$	193,288	$	211,620


	August 2, 2026		February 1, 2026
	(In thousands)
Property and equipment, net:
Land	$	77,309	$	79,390
Buildings	28,287		28,816
Leasehold improvements	1,603,493		1,400,487
Furniture and fixtures	215,291		203,882
Computer hardware	232,157		224,169
Computer software	1,673,883		1,519,840
Equipment and vehicles	68,422		61,760
Work in progress	170,009		378,226
Property and equipment, gross	4,068,851		3,896,570
Accumulated depreciation	(2,022,488)		(1,862,850)
	$	2,046,363	$	2,033,720
Other non-current assets:
Cloud computing arrangement implementation costs	$	216,619	$	192,031
Security deposits	63,159		61,117
Other	52,866		61,762
	$	332,644	$	314,910
Accrued liabilities and other:
Accrued operating expenses	$	176,674	$	167,052
Accrued duty	67,486		99,353
Accrued digital marketing	27,898		71,240
Sales return allowances	51,952		70,611
Accrued credit card affiliate liabilities	118,228		64,837
Forward currency contract liabilities	8,431		36,476
Accrued capital expenditures	35,323		34,860
Accrued freight	35,163		34,455
Sales tax collected	12,507		25,353
Accrued rent	17,349		20,691
Other	33,901		38,054
	$	584,912	$	662,982

Note 11. Segmented Information

The Company reports three segments: Americas, China Mainland, and Rest of World, which is comprised of its non-significant operating segments APAC and EMEA reported on a combined basis.

The Company's segments are based on the financial information the Chief Operating Decision Maker ("CODM") uses to evaluate performance and allocate resources. During 2025, the Company's then-chief executive officer ("CEO"), served as CODM. Effective January 31, 2026, the former CEO stepped down, and the Company's chief financial officer and its president and chief commercial officer were appointed as interim co-CEOs and together perform the CODM function during the interim period. On April 21, 2026, the Company entered into an employment agreement to appoint a new CEO effective September 8, 2026. The CODM approves the annual budget on a segment level, and regularly assesses the performance of the Company's segments using key financial metrics, including net revenue and segmented income from operations. The Company does not report capital expenditures and assets by segment as that information is not reviewed by the CODM.

The following outlines segmented information:


	Second Quarter 2026
	Americas		China Mainland		Rest of World		Total Segments		Corporate(1)		Total
	(In thousands)
Net revenue	$	1,616,772	$	407,095	$	391,764	$	2,415,631	$	—	$	2,415,631
Product costs(2)	376,770		89,073		115,136		580,979		—		580,979
Other cost of sales(2)	190,694		56,326		72,554		319,574		53,200		372,774
Selling, general and administrative expenses	454,895		110,426		129,101		694,422		311,910		1,006,332
Amortization of intangible assets	—		—		—		—		1,893		1,893
Income from operations	$	594,413	$	151,270	$	74,973	$	820,656	$	(367,003)	$	453,653
Other income (expense), net											13,698
Income before income tax expense											$	467,351

Supplemental information:
Depreciation and amortization(3)	$	65,757	$	11,144	$	11,092	$	87,993	$	54,339	$	142,332


	Second Quarter 2025
	Americas		China Mainland		Rest of World		Total Segments		Corporate(1)		Total
	(In thousands)
Net revenue	$	1,758,217	$	392,898	$	374,104	$	2,525,219	$	—	$	2,525,219
Product costs(2)	515,473		92,219		108,449		716,141		—		716,141
Other cost of sales(2)	158,390		51,139		63,200		272,729		59,147		331,876
Selling, general and administrative expenses	464,960		97,050		121,212		683,222		268,436		951,658
Amortization of intangible assets	—		—		—		—		1,730		1,730
Income from operations	$	619,394	$	152,490	$	81,243	$	853,127	$	(329,313)	$	523,814
Other income (expense), net											9,737
Income before income tax expense											$	533,551

Supplemental information:
Depreciation and amortization(3)	$	54,499	$	8,871	$	8,574	$	71,944	$	47,771	$	119,715


	First Two Quarters 2026
	Americas		China Mainland		Rest of World		Total Segments		Corporate(1)		Total
	(In thousands)
Net revenue	$	3,237,982	$	885,490	$	763,762	$	4,887,234	$	—	$	4,887,234
Product costs(2)	922,329		189,631		215,464		1,327,424		—		1,327,424
Other cost of sales(2)	374,666		119,882		144,563		639,111		120,003		759,114
Selling, general and administrative expenses	938,094		221,638		259,339		1,419,071		647,249		2,066,320
Amortization of intangible assets	—		—		—		—		3,777		3,777
Income from operations	$	1,002,893	$	354,339	$	144,396	$	1,501,628	$	(771,029)	$	730,599
Other income (expense), net											22,829
Income before income tax expense											$	753,428

Supplemental information:
Depreciation and amortization(3)	$	128,011	$	23,134	$	21,630	$	172,775	$	104,892	$	277,667


	First Two Quarters 2025
	Americas		China Mainland		Rest of World		Total Segments		Corporate(1)		Total
	(In thousands)
Net revenue	$	3,432,775	$	760,999	$	702,105	$	4,895,879	$	—	$	4,895,879
Product costs(2)	996,293		174,034		198,713		1,369,040		—		1,369,040
Other cost of sales(2)	315,037		101,412		121,671		538,120		128,391		666,511
Selling, general and administrative expenses	912,720		179,428		227,622		1,319,770		574,759		1,894,529
Amortization of intangible assets	—		—		—		—		3,360		3,360
Income from operations	$	1,208,725	$	306,125	$	154,099	$	1,668,949	$	(706,510)	$	962,439
Other income (expense), net											21,523
Income before income tax expense											$	983,962

Supplemental information:
Depreciation and amortization(3)	$	105,940	$	17,447	$	17,286	$	140,673	$	93,571	$	234,244

(1)Corporate includes centrally managed support functions including product design, raw material development, product innovation, sourcing, supply chain, and global merchandising which are included in other cost of sales. Administrative corporate expenses include technology, brand and marketing, finance, human resources, legal, and other head office costs.

(2)Cost of goods sold is made up of product costs and other cost of sales. Product costs include the cost of purchased merchandise, costs incurred to deliver inventory to the Company's distribution centers, shrink and inventory provision expenses, the cost of digital content subscription services, hemming costs and other product alteration costs, and product-related royalties paid to third parties. International Emergency Economic Power Act ("IEEPA") tariff refunds of $134.5 million during the second quarter of 2026 are included within product costs in the Americas. Other cost of sales includes occupancy and depreciation expense for company-operated stores, distribution center costs, and product department costs.

(3)The amounts of depreciation and amortization disclosed by reportable segment are included within other cost of sales and selling, general and administrative expenses.

Note 12. Legal Proceedings and Other Contingencies

Legal Proceedings

In addition to the legal proceedings described below, the Company is, from time to time, involved in routine legal matters, and audits and inspections by governmental agencies and other third parties which are incidental to the conduct of its business. This includes legal matters such as initiation and defense of proceedings to protect intellectual property rights, employment claims, product liability claims, personal injury claims, and similar matters. The Company believes the ultimate resolution of any such legal proceedings, audits, and inspections is not reasonably likely to have a material adverse effect on its consolidated balance sheets, results of operations or cash flows; however, litigation and regulatory matters are inherently uncertain, and it is possible that an adverse outcome in one or more matters could have a material impact in a particular reporting period. The Company has recognized immaterial provisions related to the expected outcome of legal proceedings.

On August 8, 2024, lululemon athletica inc. and certain officers of the Company were named as defendants in a purported securities class action (Patel v. Lululemon Athletica Inc., et al., No. 1:24-cv-06033) in the United States District Court for the Southern District of New York. On March 10, 2025, plaintiffs filed an amended complaint, asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly false and misleading public statements and omissions by defendants during the period December 8, 2023 to July 24, 2024 relating to lululemon's business, product offerings, and inventory allocation that plaintiffs allege artificially inflated the Company’s stock price. The amended complaint currently seeks unspecified monetary damages. On May 19, 2025, defendants moved to dismiss the amended complaint. On March 31, 2026, the court granted in part and denied in part defendants’ motion to dismiss the amended complaint. The Company intends to defend the action vigorously.

Since November 4, 2024, six stockholder derivative complaints have been filed in the United States Court for the Southern District of New York: Bhavsar v. McDonald et al., No. 1:24-cv-08405; Muszynski v. McDonald et al., No. 1:24-cv-08507; Holtz v. McDonald et al., No. 1:24-cv-08572; Wong v. McDonald et al., No. 1:24-cv-08752; Kanaly v. McDonald et al., No. 1:24-cv-08839; and Wasserman v. McDonald et al., No. 1:25-cv-02793 (collectively, the "Derivative Actions."). The complaints in the Derivative Actions are generally based on the same allegations alleged in the securities action complaint and assert claims against certain of the Company’s current and former directors and officers for, among other things, alleged breaches of fiduciary duty and violations of Sections 10(b), 14(a), and 20(a) of the Exchange Act. Certain of the Derivative Actions also assert claims based on alleged false and misleading statements during the period October 28, 2020 to April 25, 2024 relating to the Company’s "IDEA" program. The complaints seek, among other things, monetary damages and equitable

relief on behalf of the Company, as well as an award of attorneys’ fees and costs. On May 15, 2025, plaintiff in Bhavsar v. McDonald et al. voluntarily dismissed the complaint and that action has been terminated. On August 1, 2025, the Derivative Actions were consolidated for all purposes under the caption In re lululemon athletica inc. Stockholder Derivative Litigation, Master File No. 1:24-cv-08507. Subject to the terms of the parties' stipulation, which the Court "so ordered" on May 18, 2026, the Derivative Actions are stayed pending resolution of the securities class action.

Import Tariffs and Related Legal Proceedings

On February 20, 2026, the U.S. Supreme Court invalidated tariffs imposed under the IEEPA. The U.S. Administration has initiated new tariffs at different rates under alternative legislative powers. The U.S. Administration also confirmed that the IEEPA decision does not impact the removal of the de minimis exemption. The Company has submitted refund claims for eligible IEEPA tariffs paid, including associated interest. During the second quarter of 2026, the Company received $134.5 million of IEEPA tariff refunds, which has been recognized in cost of goods sold, and $4.1 million of associated interest, which has been recognized in other income (expense), net. However, the ultimate additional amounts that it may be refunded, if any, remain uncertain, and as of August 2, 2026, it has not recognized an asset in relation to further IEEPA tariff refund claims.

On March 27, 2026, lululemon usa inc. was named as a defendant in a purported consumer class action (Neuman, et al. v. Lululemon USA Inc., No. 2:26-cv-11029) in the United States District Court for the Eastern District of Michigan, asserting equitable claims relating to alleged tariff-related pricing actions and potential governmental tariff reimbursements. The complaint seeks unspecified damages or restitution for the alleged tariff-cost component of prices charged and other relief. The Company intends to defend the lawsuit.

On June 30, 2026, lululemon usa inc. was named as a defendant in a related purported consumer class action (Alsaady, et al. v. Lululemon USA Inc., No. 3:26-cv-05708) in the United States District Court for the Western District of Washington, asserting claims under consumer protection statutes of Washington, Michigan, and New York and equitable claims relating to alleged tariff-related pricing action and potential government tariff reimbursements. Like the first-filed case, the complaint seeks unspecified damages or restitution for the alleged tariff-cost component of prices charged and other relief. The Company intends to defend the lawsuit.

Previous: Cover and table of contents · Next: Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS