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LULULEMON ATHLETICA INC.
FORM 10-K
(Annual Report)
Filed 03/27/14 for the Period Ending 02/02/14
Telephone 604-732-6124
CIK 0001397187
Symbol LULU
SIC Code
2300 - Apparel & Other Finishd Prods of Fabrics & Similar Matl
Industry Apparel/Accessories
Sector Consumer Cyclical
Fiscal Year 01/30
http://www.edgar-online.com
© Copyright 2014, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    LULULEMON ATHLETICA INC. FORM 10-K (Annual Report) Filed 03/27/14 for the Period Ending 02/02/14 Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 604-732-6124 0001397187 LULU 2300 - Apparel & Other Finishd Prods of Fabrics & Similar Matl Apparel/Accessories Consumer Cyclical 01/30 http...

  • Page 2
    ... year ended February 2, 2014 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-33608 _____ 3 lululemon athletica inc. (Exact name of registrant as specified in its charter) _____ Delaware (State...

  • Page 3

  • Page 4
    ... ABOUT MARKET RISK FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CONTROLS AND PROCEDURES OTHER INFORMATION 17 19 20 35 37 59 60 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER...

  • Page 5
    ..., based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement. ITEM 1. BUSINESS Overview lululemon athletica inc. is a designer and retailer of technical athletic apparel operating primarily in North America and Australia. Our yoga...

  • Page 6
    ... our product appeal. Distinctive Retail Experience. We locate our stores in street locations, lifestyle centers and malls that position lululemon athletica stores to be an integral part of their communities. We coach our store sales associates, whom we refer to as "educators," to develop a personal...

  • Page 7
    ...to consumer sales channel expanded our customer base and supplemented our growing store base over the past four years. We operate country and region specific websites in Australia, Europe and Asia, and brand specific websites in North America. We plan to continue developing our e-commerce website to...

  • Page 8
    ... Stores As of February 2, 2014 , our retail footprint included 171 stores in the United States, 54 stores in Canada, 25 stores in Australia and four in New Zealand. While most of our corporate-owned stores are branded lululemon athletica, 12 of our corporate-owned stores are branded ivivva athletica...

  • Page 9
    Alberta British Columbia Manitoba Nova Scotia Ontario 13 11 2 1 20 12 12 2 1 18 4

  • Page 10
    ...outside of North America. Our Products We offer a comprehensive line of performance apparel and accessories for women, men and female youth. Our apparel assortment, including items such as fitness pants, shorts, tops and jackets, is designed for healthy lifestyle activities such as yoga, running and...

  • Page 11
    ...speed to market necessary to respond quickly to changing trends and increased demand. While we plan to support future growth through manufacturers outside of North America, our intent is also to maintain production in Canada and the United States whenever practicable. We have developed long-standing...

  • Page 12
    ... used in connection with the marketing, distribution and sale of all of our products in the United States, Canada and in the other countries in which our products are currently or intended to be either sold or manufactured. Our major trademarks include lululemon athletica & design, the logo design...

  • Page 13
    ... to train our suppliers and manufacturers in our methods, products and quality control standards. Delays related to supplier changes could also arise due to an increase in shipping times if new suppliers are located farther away from our markets or from other participants in our supply chain. Any...

  • Page 14
    ...disrupt our business and reduce our sales. We are increasingly dependent on information systems 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. Any material...

  • Page 15
    ... effect on our cost of goods sold, results of operations, financial condition and cash flows. Our limited operating experience and limited brand recognition in new international markets may limit our expansion strategy and cause our business and growth to suffer. Our future growth depends in part...

  • Page 16
    ... products to ours at lower prices, our net revenue and profitability could suffer. Our failure or inability to protect our intellectual property rights could diminish the value of our brand and weaken our competitive position. We currently rely on a combination of copyright, trademark, trade dress...

  • Page 17
    ...trade relations" status with, China, could significantly increase our cost of products imported into North America and/or Australia and harm our business. We may not be able to successfully open new store locations in a timely manner, if at all, which could harm our results of operations. Our growth...

  • Page 18
    ... fiscal 2013 , approximately 67% of our products were produced in South and South East Asia, approximately 23% in China, approximately 3% in North America and the remainder in other countries. As a result of our international suppliers, we are subject to risks associated with doing business abroad...

  • Page 19
    ...in increased costs and shipping times for some products. Countries impose, modify and remove tariffs and other trade restrictions in response to a diverse array of factors, including global and national economic and political conditions, which make it impossible for us to predict future developments...

  • Page 20
    ...purchased a distribution center in Columbus, Ohio and will commence operations in mid-2014. We expect that our current administrative offices and distribution centers are sufficient for our expansion plans for the foreseeable future. The general location, use, approximate size and lease renewal date...

  • Page 21
    ... based on certain public disclosures made by us relating to lululemon's product quality and the March 2013 sheer Luon issue. On January 15, 2014, Lead Plaintiff filed a consolidated amended class action compliant (the "Amended Complaint") on behalf of a proposed class of purchasers of lululemon...

  • Page 22
    ... date of our fiscal year end five years ago) and February 2, 2014 , with the cumulative total return of (i) the S&P 500 Index and (ii) S&P 500 Apparel, Accessories & Luxury Goods Index (1) , over the same period. This graph assumes the investment of $100 on February 1, 2009 in the closing sale price...

  • Page 23
    ... following table provides information regarding our Employee Share Purchase Plan (ESPP) repurchases of our common stock, during the thirteen week period ended February 2, 2014 : Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3) Maximum Number of Shares that May Yet...

  • Page 24
    ... years. Fiscal Year Ended February 2, 2014 February 3, 2013 January 29, 2012 January 30, 2011 January 31, 2010 (In thousands, except per share data) Consolidated statement of operations and comprehensive income data: Net revenue Cost of goods sold Gross profit Operating expenses: Selling, general...

  • Page 25
    ...stores within 90 days of having pulled it from our line. We believe our brand is recognized as premium in our offerings of women and men's run and yoga assortment, as well as a leader in technical fabrics and functionality. Delivering quality to our customers is a critical factor in our market place...

  • Page 26
    ...retailer of technical athletic apparel operating primarily in North America and Australia. Our yoga-inspired apparel is marketed under the lululemon athletica and ivivva athletica brand names. We offer a comprehensive line of apparel and accessories including pants, shorts, tops and jackets designed...

  • Page 27
    ... customers through corporate-owned stores in the United States, Canada, Australia and New Zealand; direct to consumer revenue, which includes sales from our e-commerce websites; and other net revenue, which includes wholesale accounts, franchise sales, warehouse sales, outlets and sales from company...

  • Page 28
    ...that in the future we may start to sell our products directly to some customers located in countries that we have not yet operated in, in which case we would become subject to taxation based on the foreign statutory rates in the countries where these sales take place and our effective tax rate could...

  • Page 29
    ... Year Ended February 2, 2014 February 3, 2013 (In thousands) January 29, 2012 Consolidated statements of operations: Net revenue Cost of goods sold Gross profit Selling, general and administrative expenses Income from operations Other income (expense), net Income before provision for income taxes...

  • Page 30
    ... increased sales from our outlets and showrooms sales channels. We continue to employ our other segment strategy to increase interest in our product in markets where we may not have corporate-owned stores. Gross Profit Gross profit increased $77.2 million , or 10% , to $840.1 million in fiscal 2013...

  • Page 31
    ... increase in administrative costs related to our direct to consumer segment of $5.3 million associated with the growth in this channel and increased head count to support it; an increase in head office employee costs of $5.7 million from increased head count incurred in order to position us for long...

  • Page 32
    ... from new stores opened, and the growth of our direct to consumer segment. The constant dollar increase in comparable store sales was driven primarily by the strength of our existing product lines, successful introduction of new products and increasing recognition of the lululemon athletica brand...

  • Page 33
    ... increase in net revenue from our direct to consumer segment was a result of increasing traffic, conversion rates and average order value on our e-commerce website, as well as making our products available in new markets outside of North America. Other. Net revenue from our other segment increased...

  • Page 34

  • Page 35
    ... in administrative costs related to our direct to consumer segment of $8.0 million associated with the growth in this channel and increased head count to support it; an increase in head office employee costs, including stock-based compensation expense and management incentive-based compensation, of...

  • Page 36
    29

  • Page 37
    ... net revenue growth at existing stores. Income from operations as a percentage of corporateowned stores revenue decreased by 210 basis points primarily from a decrease in gross margin related to increased product costs. Direct to consumer. Income from operations from our direct to consumer segment...

  • Page 38
    ... of Contents Fiscal Year Ended February 2, 2014 February 3, 2013 (In thousands) January 29, 2012 Total cash provided by (used in): Operating activities Investing activities Financing activities Effect of exchange rate changes Increase in cash and cash equivalents Operating Activities $ $ 278...

  • Page 39
    ... contractual arrangements as of February 2, 2014 , and the timing and effect that such commitments are expected to have on our liquidity and cash flows in future periods: Payments Due by Fiscal Year Total 2014 2015 2016 (In thousands) 2017 2018 Thereafter Operating Leases (minimum rent) Off-Balance...

  • Page 40
    ... financial statements: Revenue Recognition. Net revenue is comprised of corporate-owned store net revenue, direct to consumer sales through www.lululemon.com , www.ivivva.com and other country and region specific websites, and other net revenue, which includes, sales to wholesale accounts...

  • Page 41
    Table of Contents estimated based on a number of assumptions requiring management's judgment, including store closing costs, cost inflation rates and discount rates, and is accreted to its projected future value over time. The capitalized asset is depreciated using the convention for depreciation ...

  • Page 42
    ...our net revenue in Canada. The reporting currency for our consolidated financial statements is the U.S. dollar. Historically, our operations were based largely in Canada. As of February 2, 2014 , we operated 54 stores in Canada. As a result, we have been impacted by changes in exchange rates and may...

  • Page 43
    ...position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net revenue if the selling prices of our products do not increase...

  • Page 44
    ... DATA lululemon athletica inc. and Subsidiaries INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as at February 2, 2014 and February 3, 2013 Consolidated Statements of Operations...

  • Page 45
    ... statements, the financial statement schedule and the company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan...

  • Page 46
    ...liabilities Accounts payable Accrued liabilities Accrued compensation and related expenses Income taxes payable Unredeemed gift card liability Non-current liabilities Stockholders' equity Undesignated preferred stock, $0.01 par value, 5,000 shares authorized, none issued and outstanding Exchangeable...

  • Page 47
    ... of Contents lululemon athletica inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Fiscal Year Ended February 2, 2014 February 3, 2013 (Amounts in thousands, except per share amounts) January 29, 2012 Net revenue Cost of goods sold Gross profit Selling, general...

  • Page 48
    ... Purchase of remaining noncontrolling interests Balance at February 3, 2013 Net income attributable to lululemon athletica inc. Foreign currency translation adjustment Stock-based compensation Excess tax benefit from stock-based compensation Common stock issued upon exchange of exchangeable shares...

  • Page 49
    ... related to net share settlement of performance-based restricted stock units Balance at February 2, 2014 29,955 $ - 29,955 $ - (91) 115,342 - $ 577 $ (5,721) 240,351 $ 923,822 $ (68,068) (5,721) $ 1,096,682 $ - (5,721) $ 1,096,682 See accompanying notes to the consolidated financial statements...

  • Page 50
    ...-based compensation Registration fees associated with shelf registration statement Purchase of non-controlling interest Taxes paid related to net share settlement of equity awards Net cash provided by (used in) financing activities Effect of exchange rate changes on cash Increase in cash and cash...

  • Page 51
    ...distribution of healthy lifestyle inspired athletic apparel, which is sold through a chain of corporate-owned and operated retail stores, direct to consumer through e-commerce and through a network of wholesale accounts. The Company's primary markets are the United States, Canada, Australia, and New...

  • Page 52
    ... incurred to deliver inventory to the Company's distribution centers including freight, non-refundable taxes, duty and other landing costs. The Company periodically reviews its inventories and makes provisions as necessary to appropriately value obsolete or damaged goods. The amount of the provision...

  • Page 53
    ... stores, direct to consumer through www.lululemon.com , www.ivivva.com and other country and region specific websites, outlet sales, sales through a network of wholesale accounts, warehouse sales, and sales from company-operated showrooms and temporary locations. Sales to customers through corporate...

  • Page 54
    ...our operations. Such estimates are inherently imprecise since many assumptions utilized in the cash flow projections are subject to revision in the future. The Company files income tax returns in the United States, Canada and various foreign and state jurisdictions. The 2011 to 2013 tax years remain...

  • Page 55
    ... performance-based restricted stock units using the treasury stock method. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts...

  • Page 56
    ... 1,486 (91,734) 214,639 Included in the cost of property and equipment are capitalized software costs of $1,697 and $1,177 at February 2, 2014 and February 3, 2013 , respectively, associated with internally developed software. Depreciation expense related to property and equipment was $48,177 , $41...

  • Page 57
    ... 2, 2014 and 3.26 years years as at February 3, 2013 . Goodwill is reviewed for impairment annually, or as events occur or circumstances arise which may reduce the fair value of goodwill below carrying value. 6 ACCRUED LIABILITIES February 2, 2014 February 3, 2013 Inventory purchases Sales tax...

  • Page 58
    ... athletica Australia Pty Ltd ("lululemon australia") for $26,013 . lululemon australia is engaged in the distribution of healthy lifestyle inspired athletic apparel, which is sold through a chain of corporate-owned retail locations and through a network of wholesale accounts, in Australia and New...

  • Page 59
    ... of the Company's stock options, performance-based restricted stock units and restricted shares activity as of February 2, 2014 , February 3, 2013 , and January 29, 2012 , and changes during the years then ended is presented below: Number of Stock Options WeightedAverage Exercise Price Number of...

  • Page 60
    ...years Fiscal Year Ended February 2, 2014 February 3, 2013 January 29, 2012 Net income attributable to lululemon athletica inc Basic weighted-average number of shares outstanding Effect of stock options assumed exercised Diluted weighted-average number of shares outstanding Basic earnings per share...

  • Page 61
    ... current and former directors and certain officers of the Company. On January 17, 2014, plaintiffs filed an amended complaint, operative in both actions. In that amended complaint, plaintiffs challenge certain public disclosures and conduct relating to the March 2013 sheer Luon issue, the June 2013...

  • Page 62
    ... financial position, results of operations or cash flows. 13 RELATED PARTY BALANCES AND TRANSACTIONS The Company entered into the following transactions with related parties: February 2, 2014 February 3, 2013 January 29, 2012 Payments to related parties Occupancy costs for one corporate-owned store...

  • Page 63
    ... asset and deferred tax liability at February 2, 2014 and February 3, 2013 are presented below: February 2, 2014 February 3, 2013 Deferred income tax asset Net operating loss carryforward Foreign tax credits Property and equipment Deferred lease liability Stock-based compensation Inventory Tenant...

  • Page 64
    ... based on the financial information it uses in managing its business. The Company's reportable segments are comprised of corporate-owned stores, direct to consumer and other. Direct to consumer includes sales from the Company's ecommerce websites. Outlet, wholesale, showroom, temporary location...

  • Page 65
    ...Company operates in five geographic areas-Canada, the United States, Australia and New Zealand, Asia and Europe. Revenue from these regions for the years ended February 2, 2014 , February 3, 2013 , and January 29, 2012 was as follows: February 2, 2014 February 3, 2013 January 29, 2012 United States...

  • Page 66
    ... 2013 Fourth Quarter Third Quarter Second Quarter First Quarter Fourth Quarter Fiscal 2012 Third Quarter Second Quarter First Quarter (In thousands) (unaudited) Consolidated statements of operations and comprehensive income: Net revenue Cost of goods sold Gross profit Operating expenses: Selling...

  • Page 67
    ... such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Inherent Limitations Over Internal Controls Our internal control over financial reporting is...

  • Page 68
    ... ITEM 9B. OTHER INFORMATION On February 21, 2014, our board of directors, upon the recommendation of the compensation committee, approved discretionary cash bonus awards to each of John Currie, our Chief Financial Officer, and Delaney Schweitzer, our Executive VP Retail Operations, in the amount...

  • Page 69
    ... our directors, officers and employees, including our principal executive officer and our principal financial and accounting officer. Our Code of Business Conduct and Ethics is available on our website, www.lululemon.com , and can be obtained by writing to Investor Relations, lululemon athletica inc...

  • Page 70
    ... Goods For the year ended January 29, 2012 For the year ended February 3, 2013 For the year ended February 2, 2014 Sales Allowances For the year ended January 29, 2012 For the year ended February 3, 2013 For the year ended February 2, 2014 Valuation Allowance on Deferred Income Taxes For the year...

  • Page 71
    ... Rights Agreement dated December 12, 2012 between lululemon athletica inc. and the parties named therein Exchange Trust Agreement dated July 26, 2007 between lululemon athletica inc., Lulu Canadian Holding, Inc. and Computershare Trust Company of Canada Exchangeable Share Support Agreement dated...

  • Page 72
    ... and Restated Arrangement Agreement dated as of June 18, 2007, by and among the parties named therein (including Plan of Arrangement and Exchangeable Share Provisions) Form of Indemnification Agreement between lululemon athletica inc. and its directors and certain officers 63 S-1/A 10.14 333...

  • Page 73
    ... Date 10.15 Purchase and Sale Agreement between 2725312 Canada Inc and lululemon athletica inc., dated December 22, 2010 Outside Director Compensation Plan lululemon athletica inc. Employee Share Purchase Plan Executive Bonus Plan of lululemon athletica inc. Executive Employment Agreement, dated...

  • Page 74
    ... and on the dates indicated: Signature Title Date /s/ LAURENT POTDEVIN Laurent Potdevin Director and Chief Executive Officer (Principal Executive Officer) Chief Financial Officer (Principal Financial and Accounting Officer) Chairman of the Board March 26, 2014 /s/ JOHN E. CURRIE John...

  • Page 75
    /s/ EMILY WHITE Emily White Director March 26, 2014 65

  • Page 76
    ... Rights Agreement dated December 12, 2012 between lululemon athletica inc. and the parties named therein Exchange Trust Agreement dated July 26, 2007 between lululemon athletica inc., Lulu Canadian Holding, Inc. and Computershare Trust Company of Canada Exchangeable Share Support Agreement dated...

  • Page 77
    ...named therein (including Plan of Arrangement and Exchangeable Share Provisions) 10.14 10.15 Form of Indemnification Agreement between lululemon athletica inc. and its directors and certain officers Purchase and Sale Agreement between 2725312 Canada Inc and lululemon athletica inc., dated December 22...

  • Page 78
    ...10.16* 10.17* 10.18* 10.19* Outside Director Compensation Plan lululemon athletica inc. Employee Share Purchase Plan Executive Bonus Plan of lululemon athletica inc. Executive Employment Agreement, dated effective as of December 1, 2013 between lululemon athletica inc. and Laurent Potdevin Amended...

  • Page 79
    ... Shares: Pre-Tax Operating Income Target: Performance Period: Performance Share Vesting Date: Vested Performance Shares Employee ID: _____ Grant No.: _____ _____, subject to adjustment as provided by the Agreement. _____ Company fiscal years ____, ____ and ____ (beginning _____ and ending...

  • Page 80
    ...members of the Board, Officers or other employees who may possess material, non-public information regarding the Company, as in effect at the time of a disposition of any Common Shares. (e) " Performance Share " means a right to receive on the Settlement Date one (1) Common Share, subject to further...

  • Page 81
    ... in the form of cash or past services rendered to the Company (or any Affiliate) or for its benefit having a value not less than the par value of the Common Shares issued upon settlement of the Performance Shares. 4. CERTIFICATION OF THE BOARD . 4.1 Level of Pre-Tax Operating Income Attained. As...

  • Page 82
    ... shall be returned to the Company or, if the Participant no longer retains such shares because the Participant has disposed of the shares (including, but not limited to shares subject to Section 7.2), then the Participant shall remit the Fair Market Value of the shares on the date the Participant...

  • Page 83
    ...Award a number of whole Common Shares having a fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates. 8. CHANGE IN...

  • Page 84
    ... the Change in Control shall be canceled in exchange for payment with respect to 100% of the Target Number of Performance Shares subject to such Award in (a) cash, (b) stock of the Company or the Acquiror or (c) other property which, in any such case, shall be in an amount having a Fair Market Value...

  • Page 85
    ... of the Company in a form other than Shares (excepting normal cash dividends) that has a material effect on the Fair Market Value of the Shares, appropriate adjustments shall be made by the Board in the number of Performance Shares and/or the number and kind of shares to be issued in settlement...

  • Page 86
    ... to or consent of the Participant. The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in...

  • Page 87
    ... or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the...

  • Page 88
    ...Number of Performance Shares: Pre-Tax Operating Income Target: Performance Period: Performance Share Vesting Date: Vested Performance Shares Employee ID: Grant No _____, subject to adjustment as provided by the Agreement. _____ Company fiscal years ____, ____ and ____ (beginning _____ and ending...

  • Page 89
    ...members of the Board, Officers or other employees who may possess material, non-public information regarding the Company, as in effect at the time of a disposition of any Common Shares. (e) " Performance Share " means a right to receive on the Settlement Date one (1) Common Share, subject to further...

  • Page 90
    ... in the form of cash or past services rendered to the Company (or any Affiliate) or for its benefit having a value not less than the par value of the Common Shares issued upon settlement of the Performance Shares. 4. CERTIFICATION OF THE BOARD . 4.1 Level of Pre-Tax Operating Income Attained. As...

  • Page 91
    ... shall be returned to the Company or, if the Participant no longer retains such shares because the Participant has disposed of the shares (including, but not limited to shares subject to Section 7.2), then the Participant shall remit the Fair Market Value of the shares on the date the Participant...

  • Page 92
    ...Award a number of whole Common Shares having a fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates. 8. CHANGE IN...

  • Page 93
    ... the Change in Control shall be canceled in exchange for payment with respect to 100% of the Target Number of Performance Shares subject to such Award in (a) cash, (b) stock of the Company or the Acquiror or (c) other property which, in any such case, shall be in an amount having a Fair Market Value...

  • Page 94
    ... of the Company in a form other than Shares (excepting normal cash dividends) that has a material effect on the Fair Market Value of the Shares, appropriate adjustments shall be made by the Board in the number of Performance Shares and/or the number and kind of shares to be issued in settlement...

  • Page 95
    ... to or consent of the Participant. The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in...

  • Page 96
    ... or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the...

  • Page 97
    ... securities laws within three (3) years after the date of the first public issuance or filing of such financial results, the Company will seek to recover, at the direction of the Management Development and Compensation Committee (the " Committee ") of the Board of Directors after it has reviewed the...

  • Page 98
    ...'s financial interests with those of the Company's other stockholders, the compensation committee of the board of directors of the Company (the "Committee") has acted to make this grant on _____ (the "Effective Date"), subject to the restrictions and on the terms and conditions contained in the Plan...

  • Page 99

  • Page 100
    ...days (or other such period that the underwriters reasonably require) following the effective date of the applicable registration statement filed under the Securities Act (the "Market Stand-Off Period"). Until the end of such Market Stand-Off Period, the Company may impose, with respect to any Shares...

  • Page 101
    ... to the Company, all federal, state, local or foreign tax withholding obligations related to such Shares, Grantee and the Company agree that the Company shall retain that number of the Shares, based on the Fair Market Value of the Company's Shares on such date, with an aggregate value equal to...

  • Page 102
    ... an original, and all of which together shall be deemed to be one and the same instrument. IN WITNESS WHEREOF, the Company's duly authorized representative and the Grantee have each executed this Restricted Stock Award Agreement on the date indicated below, respectively. lululemon athletica inc...

  • Page 103
    ... The number of shares issued for restricted stock awards shall equal the specified dollar value of the restricted stock award divided by the applicable per share ASC 718 charge as of the grant date as determined by the company for financial reporting purposes. Timing of Director Compensation: Each...

  • Page 104
    ...Canadian Holding Inc. lululemon athletica canada inc. 0902600 B.C. Ltd. ivivva athletica canada inc. Constellation Capital Ltd. CANADA 7923040 Canada Inc. VICTORIA lululemon athletica australia holding Pty Ltd. lululemon autralia Pty Ltd. NEW ZEALAND lululemon athletica new zealand limited HONG KONG...

  • Page 105
    SWITZERLAND lululemon athletica CH GmbH UNITED KINGDOM lululemon athletica UK ltd. _____ (1) This is the English equivalent name.

  • Page 106
    ...) of lululemon athletica inc. of our report dated March 26, 2014 rela ting to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP Vancouver, British...

  • Page 107
    ... (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ LAURENT POTDEVIN Laurent Potdevin Chief Executive Officer and Director (Principal Executive Officer) Date: March 26...

  • Page 108
    ...whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ JOHN E. CURRIE John E. Currie Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: March 26...

  • Page 109
    ...In connection with the Annual Report of lululemon athletica inc. (the "Company") on Form 10-K for the fiscal year ended February 2, 2014 , as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Company certifies, pursuant to 18...