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 first quarter of 2022 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) January 31, 2022 - February 27, 2022 364,581 $ 323.27 364,581 $ 69,585,052 February 28, 2022 - April 3, 2022 223,501 311.34 223,501 1,000,000,000 April 4, 2022 - May 1, 2022 120,288 375.67 120,288 954,811,791 Total 708,370 708,370 __________ (1) Monthly information is presented by reference to our fiscal periods during our first quarter of 2022. (2) On January 31, 2019, our board of directors approved a stock repurchase program of up to $500.0 million of our common shares on the open market or in privately negotiated transactions. On December 1, 2020, our board of directors approved an increase in the remaining authorization of our existing stock repurchase program from $264 million to $500.0 million, and on October 1, 2021, it approved an increase in the remaining authorization from $141.2 million to $641.2 million . During the first quarter of 2022, we completed the remaining stock repurchases under this program. On March 23, 2022, our board of directors approved a stock repurchase program of up to $1.0 billion of our common shares on the open market or in privately negotiated transactions. The repurchase plan has no time limit and does not require the repurchase of a minimum number of shares. 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 following table provides information regarding our purchases of shares of our common stock during the first quarter of 2022 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) January 31, 2022 - February 27, 2022 6,040 $ 320.86 6,040 4,585,612 February 28, 2022 - April 3, 2022 9,584 332.37 9,584 4,576,028 April 4, 2022 - May 1, 2022 6,001 377.05 6,001 4,570,027 Total 21,625 21,625 __________ (1) Monthly information is presented by reference to our fiscal periods during our first quarter of 2022. (2) The 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). Unless our board terminates the ESPP earlier, it will continue until all shares authorized for purchase have been purchased. The maximum number of shares authorized to be purchased under the ESPP was 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. 43 Table of Contents ITEM 6. EXHIBITS Incorporated by Reference Exhibit No. Exhibit Title Filed Herewith Form Exhibit No. File No. Filing Date 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 May 1, 2022, 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. 44 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: June 2, 2022 45 Table of Contents Exhibit Index Incorporated by Reference Exhibit No. Exhibit Title Filed Herewith Form Exhibit No. File No. Filing Date 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 May 1, 2022, 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. 46