lululemon athletica inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The following table provides information regarding our purchases of shares of our common stock during the quarter ended August 2, 2020 related to our stock repurchase program: Period (1) Total Number of Shares Purchased (2) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) May 4, 2020 - May 31, 2020 — — — $ 263,646,016 June 1, 2020 - July 5, 2020 — — — 263,646,016 July 6, 2020 - August 2, 2020 — — — 263,646,016 Total — — __________ (1) Monthly information is presented by reference to our fiscal periods during our second quarter of fiscal 2020. (2) On January 31, 2019, our board of directors approved a stock repurchase program of up to $500 million of our common shares on the open market or in privately negotiated transactions. Common shares repurchased on the open market are at prevailing market prices, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934. The timing and actual number of common shares to be repurchased will depend upon market conditions, eligibility to trade, and other factors. As of March 31, 2020, we temporarily paused our share repurchase program. 52 Table of Contents The following table provides information regarding our purchases of shares of our common stock during the quarter ended August 2, 2020 related to our Employee Share Purchase Plan: Period (1) Total Number of Shares Purchased (2) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2) May 4, 2020 - May 31, 2020 5,263 $ 266.78 5,263 4,699,286 June 1, 2020 - July 5, 2020 4,937 292.66 4,937 4,694,349 July 6, 2020 - August 2, 2020 4,712 316.22 4,712 4,689,637 Total 14,912 14,912 __________ (1) Monthly information is presented by reference to our fiscal periods during our second quarter of fiscal 2020. (2) Our Employee Share Purchase Plan (ESPP) was approved by our board of directors and stockholders in September 2007. All shares purchased under the ESPP are purchased on the Nasdaq Global Select Market (or such other stock exchange as we may designate from time to time). Unless our board of directors terminates the ESPP earlier, the ESPP will continue until all shares authorized for purchase under the ESPP have been purchased. The maximum number of shares authorized to be purchased under the ESPP is 6,000,000. Excluded from this disclosure are shares withheld to settle statutory employee tax withholding related to the vesting of stock-based compensation awards. 53 Table of Contents ITEM 6. EXHIBITS Incorporated by Reference Exhibit No. Exhibit Title Filed Herewith Form Exhibit No. File No. Filing Date 10.1 364-Day Credit Agreement, dated June 29, 2020, among lululemon athletica inc., a Delaware corporation; lululemon athletica canada inc., a corporation organized under the laws of British Columbia; Lulu Canadian Holding, Inc., a corporation organized under the laws of British Columbia; lululemon usa inc., a Nevada corporation; each lender from time to time a party to the credit agreement; and Bank of America, N.A., as administrative agent and swing line lender 8-K 10.1 001-33608 7/1/2020 31.1 Certification of principal executive officer Pursuant to Exchange Act Rule 13a-14(a) X 31.2 Certification of principal financial and accounting officer Pursuant to Exchange Act Rule 13a-14(a) 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 2002 101 The following unaudited interim consolidated financial statements from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended August 2, 2020, 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 Unaudited Interim Consolidated Financial Statements X * Furnished herewith. 54 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. lululemon athletica inc. By: /s/ C ALVIN M C D ONALD Calvin McDonald Chief Executive Officer (principal financial and accounting officer) Dated: September 8, 2020 55 Table of Contents Exhibit Index Incorporated by Reference Exhibit No. Exhibit Title Filed Herewith Form Exhibit No. File No. Filing Date 10.1 364-Day Credit Agreement, dated June 29, 2020, among lululemon athletica inc., a Delaware corporation; lululemon athletica canada inc., a corporation organized under the laws of British Columbia; Lulu Canadian Holding, Inc., a corporation organized under the laws of British Columbia; lululemon usa inc., a Nevada corporation; each lender from time to time a party to the credit agreement; and Bank of America, N.A., as administrative agent and swing line lender 8-K 10.1 001-33608 7/1/2020 31.1 Certification of principal executive officer Pursuant to Exchange Act Rule 13a-14(a) X 31.2 Certification of principal financial and accounting officer Pursuant to Exchange Act Rule 13a-14(a) 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 2002 101 The following unaudited interim consolidated financial statements from the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended August 2, 2020, 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 Unaudited Interim Consolidated Financial Statements X * Furnished herewith. 56