What changed in this filing

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Item 1. Financial Statements

2025-09-04 compared with 2025-06-05 · 118 added, 47 removed, 490 unchanged (25% of the section changed)

55 unchanged sentences

Amounts in thousands, except per share amounts)

Quarter Ended

2025 April 28,

Quarter Ended Two Quarters Ended

2025 July 28,

2024 August 3,

2025 July 28,

Net revenue $ 2,525,219 $ 2,371,078 $ 4,895,879 $ 4,579,969

21 unchanged sentences

Amounts in thousands)

Quarter Ended May 4, 2025

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

Quarter Ended July 28, 2024

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 April 28, 2024 5,116 5,116 $ — 120,470 $ 602 $ 570,286 $ 3,944,000 $ ( 295,080 ) $ 4,219,808

Net income 392,922 392,922

Other comprehensive income (loss), net of tax ( 14,737 ) ( 14,737 )

Stock-based compensation expense 21,567 21,567

Common stock issued upon settlement of stock-based compensation 24 — 2,370 2,370

Shares withheld related to net share settlement of stock-based compensation ( 2 ) — ( 829 ) ( 829 )

Repurchase of common stock, including excise tax ( 1,882 ) ( 9 ) ( 4,238 ) ( 585,209 ) ( 589,456 )

Balance as of July 28, 2024 5,116 5,116 $ — 118,610 $ 593 $ 589,156 $ 3,751,713 $ ( 309,817 ) $ 4,031,645

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

5 unchanged sentences

Repurchase of common stock, including excise tax ( 2,491 ) ( 11 ) ( 6,026 ) ( 709,635 ) ( 715,672 )

Balance as of May 4, 2025 5,116 5,116 $ — 114,909 $ 574 $ 632,564 $ 3,993,154 $ ( 336,722 ) $ 4,289,570

Quarter Ended April 28, 2024

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 July 28, 2024

Exchangeable Stock Special Voting Stock Common Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders' Equity

7 unchanged sentences

Repurchase of common stock, including excise tax ( 2,633 ) ( 13 ) ( 5,930 ) ( 882,992 ) ( 888,935 )

Balance as of April 28, 2024 5,116 5,116 $ — 120,470 $ 602 $ 570,286 $ 3,944,000 $ ( 295,080 ) $ 4,219,808

Balance as of July 28, 2024 5,116 5,116 $ — 118,610 $ 593 $ 589,156 $ 3,751,713 $ ( 309,817 ) $ 4,031,645

See accompanying notes to the unaudited interim consolidated financial statements

2 unchanged sentences

Amounts in thousands)

Quarter Ended

2025 April 28,

Two Quarters Ended

2025 July 28,

Cash flows from operating activities

17 unchanged sentences

Other current and non-current liabilities ( 30,885 ) ( 2,774 )

Net cash (used in) provided by operating activities ( 118,954 ) 127,524

Net cash provided by operating activities 209,722 570,664

Cash flows from investing activities

36 unchanged sentences

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 770 and 767 company-operated stores as of May 4, 2025 and February 2, 2025, respectively.

There were 784 and 767 company-operated stores as of August 3, 2025 and February 2, 2025, respectively.

Basis of presentation

The unaudited interim consolidated financial statements, including the financial position as of May 4, 2025 and the results of operations and cash flows for the periods disclosed, are presented in U.S.

The unaudited interim consolidated financial statements, including the financial position as of August 3, 2025 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").

10 unchanged sentences

Fiscal 2025 and fiscal 2024 are referred to as "2025," and "2024," respectively.

The first quarter of 2025 and 2024 ended on May 4, 2025 and April 28, 2024, respectively.

The first two quarters of 2025 and 2024 ended on August 3, 2025 and July 28, 2024, respectively.

The Company's business is affected by the pattern of seasonality common to most retail apparel businesses.

21 unchanged sentences

The facility permits prepayment of borrowings and reductions or terminations of commitments at any time without premium or penalty, subject to customary breakage costs.

As of May 4, 2025, the Company had no borrowings outstanding under this facility other than $ 6.6 million in outstanding letters of credit and guarantee.

As of August 3, 2025, the Company had no borrowings outstanding under this facility other than $ 6.8 million in outstanding letters of credit and guarantee.

Borrowings made under the credit facility bear interest at a rate per annum equal to, at the Company's option, either (a) a rate based on the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York ("SOFR"), or (b) an alternate base rate, plus, in each case, an applicable margin.

7 unchanged sentences

If an event of default occurs, the credit agreement may be terminated, and the maturity of any outstanding amounts may be accelerated.

As of May 4, 2025, the Company was in compliance with the covenants of the credit facility.

As of August 3, 2025, the Company was in compliance with the covenants of the credit facility.

China Mainland revolving credit facility

3 unchanged sentences

The Company is required to follow certain covenants.

As of May 4, 2025, the Company was in compliance with the covenants and, there were no borrowings or guarantees outstanding under this facility other than letters of credit of 48.7 million Chinese Yuan ($ 6.7 million).

As of August 3, 2025, the Company was in compliance with the covenants and, there were no borrowings or guarantees outstanding under this facility other than letters of credit of 52.6 million Chinese Yuan ($ 7.3 million).

Supply Chain Financing Program

3 unchanged sentences

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 May 4, 2025 and February 2, 2025, $ 45.2 million and $ 36.3 million, respectively, were outstanding under the SCF program and presented within accounts payable.

As of August 3, 2025 and February 2, 2025, $ 46.3 million and $ 36.3 million, respectively, were outstanding under the SCF program and presented within accounts payable.

Stock-Based Compensation and Benefit Plans

1 unchanged sentence

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 $ 23.0 million and $ 25.4 million for the first quarter of 2025 and 2024, respectively.

Total unrecognized compensation cost for all stock-based compensation plans was $ 208.8 million as of May 4, 2025, which is expected to be recognized over a weighted-average period of 2.5 years.

A summary of the balances of the Company's stock-based compensation plans as of May 4, 2025, and changes during the first quarter of 2025, is presented below:

Stock-based compensation expense charged to income for the plans was $ 21.1 million and $ 46.7 million for the first two quarters of 2025 and 2024, respectively.

Total unrecognized compensation cost for all stock-based compensation plans was $ 144.2 million as of August 3, 2025, 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 3, 2025, and changes during the first two quarters of 2025, is presented below:

Stock Options Performance-Based Restricted Stock Units Restricted Shares Restricted Stock Units

5 unchanged sentences

Forfeited/expired 44 340.51 7 346.90 — — 20 331.31

Balance as of May 4, 2025 1,123 $ 306.87 232 $ 330.44 5 $ 317.86 317 $ 322.27

Exercisable as of May 4, 2025 546 $ 284.91

Balance as of August 3, 2025 1,061 $ 311.49 230 $ 329.71 6 $ 252.28 302 $ 320.42

Exercisable as of August 3, 2025 503 $ 294.65

The Company's performance-based restricted stock units ("PSUs") are awarded to eligible employees and entitle the grantee to receive a maximum of two shares of common stock per PSU if the Company achieves specified performance goals and the grantee remains employed during the vesting period.

9 unchanged sentences

Treasury yield curve for the period corresponding with the expected term of the options.

The following are weighted averages of the assumptions that were used in calculating the fair value of stock options granted during the first quarter of 2025:

First Quarter

The following are weighted averages of the assumptions that were used in calculating the fair value of stock options granted during the first two quarters of 2025:

First Two Quarters

Expected term 4.00 years

7 unchanged sentences

All shares purchased under the ESPP are purchased in the open market.

During the first quarter of 2025, there were 35.2 thousand shares purchased.

As of May 4, 2025, 4.2 million shares remain authorized to be purchased under the ESPP.

During the second quarter of 2025, there were 42.3 thousand shares purchased.

As of August 3, 2025, 4.2 million shares remain authorized to be purchased under the ESPP.

Defined contribution pension plans

2 unchanged sentences

The Company matches 50 % to 75 % of the contribution depending on the participant's length of service, and the contribution is subject to a two-year vesting period.

The Company's net expense for the defined contribution plans was $ 6.2 million and $ 5.8 million in the first quarter of 2025 and 2024, respectively.

The Company's net expense for the defined contribution plans was $ 12.2 million and $ 11.1 million in the first two quarters of 2025 and 2024, respectively.

Fair Value Measurement

6 unchanged sentences

The fair value measurement is categorized in its entirety by reference to its lowest level of significant input.

As of May 4, 2025 and February 2, 2025, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis:

As of August 3, 2025 and February 2, 2025, the Company held certain assets and liabilities that are required to be measured at fair value on a recurring basis:

2025 Level 1 Level 2 Level 3 Balance Sheet Classification

29 unchanged sentences

The Company assesses hedge effectiveness based on changes in forward rates.

The Company recorded no ineffectiveness from net investment hedges during the first quarter of 2025.

The Company recorded no ineffectiveness from net investment hedges during the first two quarters of 2025.

The Company classifies the cash flows at settlement of its net investment hedges within investing activities in the consolidated statements of cash flows.

4 unchanged sentences

The resulting foreign currency gains and losses are recorded in selling, general and administrative expenses.

During the first quarter of 2025, 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.

During the first two quarters of 2025, 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.

3 unchanged sentences

However, the Company's Master International Swap Dealers Association, Inc., Agreements and other similar arrangements allow net settlements under certain conditions.

As of May 4, 2025, there were derivative assets of $ 41.0 million and derivative liabilities of $ 42.1 million subject to enforceable netting arrangements.

As of August 3, 2025, there were derivative assets of $ 0.7 million and derivative liabilities of $ 4.9 million subject to enforceable netting arrangements.

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

May 4, 2025 February 2, 2025

August 3, 2025 February 2, 2025

Gross Notional Assets Liabilities Gross Notional Assets Liabilities

6 unchanged sentences

Forward currency contracts $ 714 $ 4,895 $ 76,848 $ 74,638

The forward currency contracts designated as net investment hedges outstanding as of May 4, 2025 mature on different dates between May 2025 and November 2025.

The forward currency contracts not designated in a hedging relationship outstanding as of May 4, 2025 mature on different dates between May 2025 and November 2025.

The forward currency contracts designated as net investment hedges outstanding as of August 3, 2025 mature on different dates between August 2025 and December 2025.

The forward currency contracts not designated in a hedging relationship outstanding as of August 3, 2025 mature on different dates between August 2025 and December 2025.

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

First Quarter

Second Quarter First Two Quarters

2025 2024 2025 2024

(In thousands)

3 unchanged sentences

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

First Quarter

Second Quarter First Two Quarters

2025 2024 2025 2024

(In thousands)

10 unchanged sentences

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

First Quarter

Second Quarter First Two Quarters

2025 2024 2025 2024

(In thousands, except per share amounts)

8 unchanged sentences

All classes of stock have, in effect, the same economic rights and share equally in undistributed net income.

For the first quarter of 2025 and 2024, 0.2 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.

For the first two quarters of 2025 and 2024, 0.1 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.

On March 23, 2022, the Company's board of directors approved a stock repurchase program authorizing up to $ 1.0 billion of common shares, which was fully utilized during the first quarter of 2024.

4 unchanged sentences

repurchases will depend on market conditions, trading eligibility, and other factors.

As of May 4, 2025, the remaining authorized amount available under the program, excluding commissions and excise taxes was $ 1.1 billion.

During the first quarter of 2025 and 2024, 1.4 million and 0.8 million shares, respectively, were repurchased at a total cost including commissions and excise taxes of $ 434.4 million and $ 299.5 million, respectively.

Subsequent to May 4, 2025, and up to May 30, 2025, 0.2 million shares were repurchased at a total cost including commissions and excise taxes of $ 55.7 million.

As of August 3, 2025, the remaining authorized amount available under the program, excluding commissions and excise taxes was $ 0.9 billion.

During the first two quarters of 2025 and 2024, 2.5 million and 2.6 million shares, respectively, were repurchased at a total cost including commissions and excise taxes of $ 715.7 million and $ 888.9 million, respectively.

Subsequent to August 3, 2025, and up to August 29, 2025, 0.4 million shares were repurchased at a total cost including commissions and excise taxes of $ 70.5 million.

Supplementary Financial Information

42 unchanged sentences

Segmented Information

The Company's segments are based on the financial information the CODM, who is the Chief Executive Officer, uses to evaluate performance and allocate resources.

The Company's segments are based on the financial information the Chief Operating Decision Maker ("CODM"), who is the Chief Executive Officer, uses to evaluate performance and allocate resources.

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.

2 unchanged sentences

The Company does not report capital expenditures and assets by segment as that information is not reviewed by the CODM.

First Quarter 2025

Second Quarter 2025

China Mainland

16 unchanged sentences

$ 54,499 $ 8,871 $ 8,574 $ 71,944 $ 47,771 $ 119,715

First Quarter 2024

Second Quarter 2024

China Mainland

15 unchanged sentences

$ 47,824 $ 7,762 $ 7,407 $ 62,993 $ 40,580 $ 103,573

First Two Quarters 2025

China Mainland

Rest of World

Total Segments

Corporate (1)

(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

First Two Quarters 2024

China Mainland

Rest of World

Total Segments

Corporate (1)

(In thousands)

Net revenue $ 3,363,697 $ 617,975 $ 598,297 $ 4,579,969 $ — $ 4,579,969

Product costs (2)

976,190 140,222 170,934 1,287,346 — 1,287,346

Other cost of sales (2)

297,635 93,592 99,633 490,860 114,510 605,370

Selling, general and administrative expenses 855,605 145,298 187,049 1,187,952 526,433 1,714,385

Income from operations $ 1,234,267 $ 238,863 $ 140,681 $ 1,613,811 $ ( 640,943 ) $ 972,868

Other income (expense), net 41,277

Income before income tax expense $ 1,014,145

Supplemental information:

Depreciation and amortization (3)

$ 92,150 $ 15,787 $ 13,913 $ 121,850 $ 77,482 $ 199,332

(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.

9 unchanged sentences

were disclosed as net revenue recognized within Canada.

First Quarter

Second Quarter First Two Quarters

2025 2024 2025 2024

(In thousands)

11 unchanged sentences

Accessories and other categories is primarily composed of accessories, footwear, and lululemon Studio.

First Quarter

Second Quarter First Two Quarters

2025 2024 2025 2024

(In thousands)

4 unchanged sentences

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

First Quarter

Second Quarter First Two Quarters

2025 2024 2025 2024

(In thousands)

4 unchanged sentences

Legal Proceedings and Other Contingencies

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.

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.

29 unchanged sentences

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements