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 November 1, 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) August 3, 2020 - August 30, 2020 — — — $ 263,646,016 August 31, 2020 - October 4, 2020 — — — 263,646,016 October 5, 2020 - November 1, 2020 — — — 263,646,016 Total — — __________ (1) Monthly information is presented by reference to our fiscal periods during our third 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. The repurchase program may be suspended, modified, or discontinued at any time without prior notice. On December 1, 2020, our board of directors approved an increase in the remaining authorization of our existing stock repurchase program from $263.6 million to $500.0 million. The repurchase plan has no time limit. The following table provides information regarding our purchases of shares of our common stock during the quarter ended November 1, 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) August 3, 2020 - August 30, 2020 4,232 $ 357.25 4,232 4,685,404 August 31, 2020 - October 4, 2020 6,923 326.53 6,923 4,678,481 October 5, 2020 - November 1, 2020 4,817 333.47 4,817 4,673,665 Total 15,972 15,972 __________ (1) Monthly information is presented by reference to our fiscal periods during our third 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. 54 Table of Contents ITEM 5. OTHER EVENTS On December 1, 2020, our board of directors approved an increase in the remaining authorization on our existing stock repurchase program from $263.6 million to $500.0 million. The timing, pricing, and actual number of common shares to be repurchased will depend upon prevailing market conditions, applicable legal requirements, and other factors. The repurchase plan has no time limit, does not require the repurchase of any minimum amount or number of shares, and may be suspended, modified, or discontinued at any time without prior notice. On December 4, 2020, we gave notice to terminate our 364-day unsecured revolving credit facility. The $300.0 million facility was due to mature on June 28, 2021 and will be terminated without penalty on December 11, 2020. Following this termination, we will have available capacity of $397.3 million under our unsecured five-year revolving credit facility which matures on June 6, 2023. 55 Table of Contents ITEM 6. EXHIBITS Incorporated by Reference Exhibit No. Exhibit Title Filed Herewith Form Exhibit No. File No. Filing Date 10.1* Amendment to Executive Employment Agreement, effective as of October 27, 2020, between lululemon athletica canada inc. and Celeste Burgoyne X 10.2* Executive Employment Agreement, effective as of November 23, 2020, between lululemon athletica inc. and Meghan Frank X 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 November 1, 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 * Denotes a compensatory plan, contract, or arrangement, in which our directors or executive officers may participate. ** Furnished herewith. 56 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/ M EGHAN F RANK Meghan Frank Chief Financial Officer (principal financial and accounting officer) Dated: December 10, 2020 57 Table of Contents Exhibit Index Incorporated by Reference Exhibit No. Exhibit Title Filed Herewith Form Exhibit No. File No. Filing Date 10.1* Amendment to Executive Employment Agreement, effective as of October 27, 2020, between lululemon athletica canada inc. and Celeste Burgoyne X 10.2* Executive Employment Agreement, effective as of November 23, 2020, between lululemon athletica inc. and Meghan Frank X 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 November 1, 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. 58