Some of the statements contained in this Form 10-Q and any documents
incorporated herein by reference constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. All statements, other than statements of

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historical facts, included or incorporated in this Form 10-Q are forward-looking
statements, particularly statements which relate to expectations, beliefs,
projections, future plans and strategies, anticipated events or trends and
similar expressions concerning matters that are not historical facts, such as
statements regarding our future financial condition or results of operations,
the impact of the COVID-19 pandemic on our business and results of operations,
expectations related to our acquisition of MIRROR, our prospects and strategies
for future growth, the development and introduction of new products, and the
implementation of our marketing and branding strategies. In many cases, you can
identify forward-looking statements by terms such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "intends,"
"predicts," "potential" or the negative of these terms or other comparable
terminology.

The forward-looking statements contained in this Form 10-Q and any documents
incorporated herein by reference reflect our current views about future events
and are subject to risks, uncertainties, assumptions, and changes in
circumstances that may cause events or our actual activities or results to
differ significantly from those expressed in any forward-looking statement.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future events, results, actions,
levels of activity, performance, or achievements. Readers are cautioned not to
place undue reliance on these forward-looking statements. A number of important
factors could cause actual results to differ materially from those indicated by
the forward-looking statements, including, but not limited to, those factors
described in "Risk Factors" and elsewhere in this report.

The forward-looking statements contained in this Form 10-Q reflect our views and
assumptions only as of the date of this Form 10-Q and are expressly qualified in
their entirety by the cautionary statements included in this Form 10-Q. Except
as required by applicable securities law, we undertake no obligation to update
any forward-looking statement to reflect events or circumstances after the date
on which the statement is made or to reflect the occurrence of unanticipated
events.

This information should be read in conjunction with the unaudited interim
consolidated financial statements and the notes included in Item 1 of Part I of
this Quarterly Report on Form 10-Q and the audited consolidated financial
statements and notes, and Management's Discussion and Analysis of Financial
Condition and Results of Operations, contained in our fiscal 2021 Annual Report
on Form 10-K filed with the SEC on March 29, 2022. Fiscal 2022 and fiscal 2021
are referred to as "2022," and "2021," respectively. The first two quarters of
2022 and 2021 ended on July 31, 2022 and August 1, 2021, respectively.
Components of management's discussion and analysis of financial condition and
results of operations include:

•  Overview and COVID-19 Update
•  Financial Highlights
•  Quarter-to-Date Results of Operations
•  Year-to-Date Results of Operations
•  Comparable Store Sales and Total Comparable Sales
•  Non-GAAP Financial Measures
•  Seasonality
•  Liquidity and Capital Resources
•  Critical Accounting Policies and Estimates
•  Operating Locations

We disclose material non-public information through one or more of the following
channels: our investor relations website
(http://corporate.lululemon.com/investors), the social media channels identified
on our investor relations website, press releases, SEC filings, public
conference calls, and webcasts.

Overview

lululemon athletica inc. is principally a designer, distributor, and retailer of
technical athletic apparel, footwear, and accessories. We have a vision to
create transformative products and experiences that build meaningful
connections, unlocking greater possibility and wellbeing for all. Since our
inception, we have fostered a distinctive corporate culture; we promote a set of
core values in our business which include taking personal responsibility, acting
with courage, valuing connection and inclusion, and choosing to have fun. These
core values attract passionate and motivated employees who are driven to achieve
personal and professional goals, and share our purpose "to elevate human
potential by helping people feel their best."

Our performance apparel and footwear are marketed under the lululemon brand. We
offer a comprehensive line of apparel and accessories. Our apparel assortment
includes items such as pants, shorts, tops, and jackets designed for a healthy
lifestyle including athletic activities such as yoga, running, training, and
most other activities. We also offer apparel designed for being On the Move and
fitness-related accessories. We expect to continue to broaden our merchandise
offerings through expansion across these product areas. We also offer in-home
fitness equipment and associated content subscriptions, including live and
on-demand classes, through our MIRROR brand.

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COVID-19 Update

While most of our retail locations were open throughout the first two quarters
of fiscal 2022 and 2021, certain locations were temporarily closed based on
government and health authority guidance. Certain stores and our third party
distribution center in the People's Republic of China ("PRC") experienced
temporary closures during the first quarter of 2022. Almost all PRC stores
reopened in the second quarter of 2022, with certain localized closures
dependent on COVID-19 resurgences. We believe we will continue to experience
differing levels of disruption and volatility, market by market. The pandemic
has impacted our suppliers and our distribution and logistics providers,
including in the PRC. There has been disruption in transportation, port
congestion, and an increase in freight costs, and we have increased our use of
air freight. We expect supply disruptions to continue throughout 2022 and into
2023.

Financial Highlights

For the second quarter of 2022, compared to the second quarter of 2021:

•Net revenue increased 29% to $1.9 billion. On a constant dollar basis, net revenue increased 31%.

•Total comparable sales increased 23%, or 25% on a constant dollar basis.

-Comparable store sales increased 16%, or 18% on a constant dollar basis.

-Direct to consumer net revenue increased 30%, or 32% on a constant dollar basis.

•Gross profit increased 25% to $1.1 billion.

•Gross margin decreased 160 basis points to 56.5%.

•Income from operations increased 38% to $401.2 million.

•Operating margin increased 140 basis points to 21.5%.



•Income tax expense increased 35% to $111.8 million. Our effective tax rate for
the second quarter of 2022 was 27.9% compared to 28.5% for the second quarter of
2021.

•Diluted earnings per share were $2.26 compared to $1.59 in the second quarter
of 2021. The second quarter of 2022 includes $8.5 million of after-tax gains
from the sale of an administrative office building, which increased diluted
earnings per share by $0.06. The second quarter of 2021 includes $7.7 million of
after-tax costs related to the MIRROR acquisition, which reduced diluted
earnings per share by $0.06.

Refer to the non-GAAP reconciliation tables contained in the "Non-GAAP Financial
Measures" section of this Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations" for reconciliations between
constant dollar changes in net revenue, total comparable sales, comparable store
sales, and direct to consumer net revenue and the most directly comparable
measures calculated in accordance with GAAP.

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Quarter-to-Date Results of Operations: Second Quarter Results

The following table summarizes key components of our results of operations for the periods indicated:



                                                                                                Second Quarter
                                                                    2022                 2021                 2022                   2021
                                                                         (In thousands)                       (Percentage of net revenue)
Net revenue                                                    $ 1,868,328          $ 1,450,618                 100.0  %               100.0  %
Cost of goods sold                                                 812,852              607,932                  43.5                   41.9
Gross profit                                                     1,055,476              842,686                  56.5                   58.1
Selling, general and administrative expenses                       662,253              541,317                  35.4                   37.3
Amortization of intangible assets                                    2,195                2,195                   0.1                    0.2
Acquisition-related expenses                                             -                8,143                     -                    0.6
Gain on disposal of assets                                         (10,180)                   -                  (0.5)                     -
Income from operations                                             401,208              291,031                  21.5                   20.1
Other income (expense), net                                            145                   96                     -                      -
Income before income tax expense                                   401,353              291,127                  21.5                   20.1
Income tax expense                                                 111,832               83,053                   6.0                    5.7
Net income                                                     $   289,521          $   208,074                  15.5  %                14.3  %


Net Revenue

Net revenue increased $417.7 million, or 29%, to $1.9 billion for the second
quarter of 2022 from $1.5 billion for the second quarter of 2021. On a constant
dollar basis, assuming the average foreign currency exchange rates for the
second quarter of 2022 remained constant with the average foreign currency
exchange rates for the second quarter of 2021, net revenue increased $453.0
million, or 31%.

The increase in net revenue was primarily due to increased company-operated store net revenue, including from increased comparable store sales and new company-operated stores. Direct to consumer net revenue and other net revenue also increased.



Total comparable sales, which includes comparable store sales and direct to
consumer net revenue, increased 23% for the second quarter of 2022 compared to
the second quarter of 2021. Total comparable sales increased 25% on a constant
dollar basis.

Net revenue for the second quarter of 2022 and 2021 is summarized below.



                                                                                                  Second Quarter
                                               2022                 2021                 2022                 2021                       Year over year change
                                                    (In thousands)                             (Percentages)                   (In thousands)           (Percentages)
Company-operated stores                   $   903,077          $   695,120                 48.3  %               47.9  %       $   207,957                        29.9  %
Direct to consumer                            775,425              597,426                 41.5                  41.2              177,999                        29.8
Other                                         189,826              158,072                 10.2                  10.9               31,754                        20.1
Net revenue                               $ 1,868,328          $ 1,450,618                100.0  %              100.0  %       $   417,710                        28.8  %


Company-Operated Stores. The increase in net revenue from our company-operated
stores was driven by increased comparable store sales. Comparable store sales
increased 16%, or 18% on a constant dollar basis. The increase in comparable
store sales was primarily a result of increased store traffic, partially offset
by a decrease in conversion rates. Net revenue from company-operated stores that
we opened or significantly expanded since the second quarter of 2021 contributed
$116.0 million to the increase in net revenue from our company-operated stores.
We opened 66 net new company-operated stores since the second quarter of 2021,
including 43 stores in Asia Pacific, 16 stores in North America, and seven
stores in Europe.

Direct to Consumer. Direct to consumer net revenue increased 30%, or 32% on a
constant dollar basis. The increase in net revenue from our direct to consumer
segment was primarily a result of increased traffic, partially offset by a
decrease in conversion rates and a lower dollar value per transaction.

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Other. The increase in net revenue was primarily due to increased outlet sales,
license and supply arrangement revenue, sales to wholesale accounts, revenue
from our pop up locations, and recommerce revenue. The increase in net revenue
was partially offset by a decrease in net revenue from MIRROR.

Gross Profit

                                                Second Quarter
                       2022             2021                 Year over year change
                          (In thousands)                (In thousands)         (Percentage)
Gross profit      $ 1,055,476       $ 842,686       $            212,790             25.3  %

Gross margin             56.5  %         58.1  %               (160) basis points

The decrease in gross margin was primarily the result of:

•a decrease in product margin of 150 basis points, primarily due to higher air freight costs as a result of global supply chain disruption and higher markdowns;

•an increase in costs related to our distribution centers and product departments as a percentage of net revenue of 40 basis points; and

•an unfavorable impact of foreign currency exchange rates of 40 basis points.



The decrease in gross margin was partially offset by a decrease in occupancy and
depreciation costs as a percentage of net revenue of 70 basis points, driven
primarily by the increase in net revenue.

Selling, General and Administrative Expenses


                                                                                      Second Quarter
                                                         2022               2021                     Year over year change
                                                             (In thousands)                (In thousands)           (Percentage)

Selling, general and administrative expenses $ 662,253 $ 541,317 $ 120,936

                        22.3  %

Selling, general and administrative expenses
as a percentage of net revenue                            35.4  %            37.3  %                   (190) basis points


The increase in selling, general and administrative expenses was primarily due to:

•an increase in head office costs of $68.2 million, comprised of:

-an increase in employee costs of $35.4 million primarily due to an increase in salaries and wages and incentive compensation, primarily as a result of headcount growth and increased wage rates, and due to increased travel costs;



-an increase in other costs of $32.8 million primarily due to an increase in
brand and community costs, including charitable donations, as well as increased
technology costs, depreciation, and professional fees; and

•an increase in costs related to our operating channels of $51.8 million, comprised of:

-an increase in variable costs of $29.0 million primarily due to an increase in distribution costs and credit card fees, as a result of increased net revenue;



-an increase in employee costs of $21.8 million primarily due to an increase in
salaries and wages expense in our company-operated stores and direct to consumer
channels, primarily from the growth in our business as well as increased wage
rates; and

-an increase in other operating costs of $6.8 million primarily due to increased depreciation and an increase in technology costs in our direct to consumer channel.


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The increase in costs related to our operating channels was partially offset by a decrease in brand and community costs of $5.8 million primarily due to a decrease in marketing expenses related to MIRROR, partially offset by an increase in digital marketing expenses related to our direct to consumer channel.

•an increase in net foreign currency exchange and derivative revaluation losses of $1.0 million.

Amortization of Intangible Assets


                                                                                      Second Quarter
                                                      2022              2021                        Year over year change
                                                          (In thousands)                  (In thousands)              (Percentage)
Amortization of intangible assets                  $  2,195          $  2,195          $               -                           -  %


The amortization of intangible assets was primarily the result of the
amortization of intangible assets recognized upon the acquisition of MIRROR.

Acquisition-Related Expenses
                                                               Second Quarter
                                       2022          2021                Year over year change
                                         (In thousands)             (In thousands)         (Percentage)
Acquisition-related expenses        $    -         $ 8,143      $           

(8,143) (100.0) %

In connection with our acquisition of MIRROR, we recognized acquisition-related compensation expenses of $7.1 million and integration related costs of $1.0 million in the second quarter of 2021. There were no acquisition-related expenses in the second quarter of 2022.



Gain on Disposal of Assets
                                                            Second Quarter
                                     2022         2021               Year over year change
                                     (In thousands)             (In thousands)          (Percentage)
Gain on disposal of assets       $  (10,180)     $  -      $               10,180                 n/a


During the second quarter of 2022, we completed the sale of an administrative office building, which resulted in a pre-tax gain of $10.2 million.

Income from Operations



On a segment basis, we determine income from operations without taking into
account our general corporate expenses. Segmented income from operations is
summarized below.

                                                                                                   Second Quarter
                                                  2022               2021                2022                 2021                      Year over year change
                                                                                       (Percentage of net revenue of
                                                      (In thousands)                   respective operating segment)          (In thousands)          

(Percentage)


Segmented income from operations:
Company-operated stores                       $ 256,807          $ 184,996                 28.4  %              26.6  %       $    71,811                       38.8  %
Direct to consumer                              326,423            260,248                 42.1                 43.6               66,175                       25.4
Other                                            29,626             22,240                 15.6                 14.1                7,386                       33.2
                                              $ 612,856          $ 467,484                                                    $   145,372                       31.1  %
General corporate expense                       219,633            166,115                                                         53,518                       32.2
Amortization of intangible assets                 2,195              2,195                                                              -                          -
Acquisition-related expenses                          -              8,143                                                         (8,143)                    (100.0)
Gain on disposal of assets                      (10,180)                 -                                                         10,180                           n/a
Income from operations                        $ 401,208          $ 291,031                                                    $   110,177                       37.9  %

Operating margin                                   21.5  %            20.1  %                                                             140 basis points


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Company-Operated Stores. The increase in income from operations from our
company-operated stores was primarily the result of increased gross profit
of $105.0 million, driven by increased net revenue, partially offset by lower
gross margin. The decrease in gross margin was primarily due to lower product
margin driven by increased air freight costs, partially offset by leverage on
occupancy and depreciation costs as a result of increased net revenue. The
increase in gross profit was partially offset by an increase in selling, general
and administrative expenses, primarily due to higher employee and operating
costs. Employee costs increased primarily due to higher salaries and wages
expense and higher incentive compensation as a result of the growth in our
business and increased wage rates. Store operating costs increased primarily due
to increases in credit card fees, distribution costs, and packaging costs, as a
result of higher net revenue, as well as increased repairs and maintenance.
Income from operations as a percentage of company-operated stores net
revenue increased due to leverage on selling, general and administrative
expenses, partially offset by lower gross margin.

Direct to Consumer. The increase in income from operations from our direct to
consumer segment was primarily the result of increased gross profit of $102.1
million, driven by increased net revenue, partially offset by lower gross
margin. The decrease in gross margin was primarily due to lower product margin
driven by increased air freight costs and higher markdowns. The increase in
gross profit was partially offset by an increase in selling, general and
administrative expenses, primarily due to higher variable operating costs
including distribution costs and credit card fees, as a result of higher net
revenue, as well as higher digital marketing expenses, employee costs from the
growth in our business and increased wage rates, technology costs, and
depreciation. Income from operations as a percentage of direct to consumer net
revenue decreased primarily due to decreased gross margin, partially offset by
leverage on selling, general and administrative expenses.

Other. The increase in income from operations from our other channels was the
result of increased gross profit of $5.7 million and decreased selling, general
and administrative expenses. The increase in gross profit was driven by
increased net revenue, partially offset by lower gross margin, primarily due to
lower product margin driven by increased air freight costs. Selling, general and
administrative expenses primarily decreased due to reduced MIRROR marketing
expenses. Income from operations as a percentage of other net revenue increased
primarily due to leverage on selling, general and administrative expenses,
partially offset by lower gross margin.

General Corporate Expenses. The increase in general corporate expenses was
primarily due to increased employee costs, primarily from headcount growth and
increased wage rates, as well as increased brand and community costs, technology
costs, professional fees, and depreciation. The increase in general corporate
expense was also due to an increase in net foreign currency exchange and
derivative revaluation losses of $1.0 million.

Other Income (Expense), Net


                                                                                                Second Quarter
                                                                   2022                2021                      Year over year change
                                                                       (In thousands)                 (In thousands)            (Percentage)
Other income (expense), net                                  $     145              $     96          $         49                        51.0  %


The increase in other income, net was primarily due to an increase in interest income from higher interest rates.



Income Tax Expense

                                                    Second Quarter
                            2022           2021                 Year over year change
                              (In thousands)               (In thousands)         (Percentage)
Income tax expense      $ 111,832       $ 83,053       $             28,779             34.7  %

Effective tax rate           27.9  %        28.5  %               (60) basis points


The decrease in the effective tax rate was primarily due to certain
non-deductible expenses incurred in connection with the MIRROR acquisition which
increased the effective tax rate in the second quarter of 2021 by 60 basis
points, a lower tax rate on the capital gain on the sale of an administrative
building which reduced our effective tax rate in the second quarter of

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2022 by 30 basis points, and reduced non-deductible expenses in international
jurisdictions in 2022. This was partially offset by decreased deductions related
to stock-based compensation and accrued withholding taxes on unremitted foreign
earnings.

Net Income
                                              Second Quarter
                     2022           2021                 Year over year change
                        (In thousands)              (In thousands)         (Percentage)
Net income        $ 289,521      $ 208,074      $             81,447             39.1  %


The increase in net income was primarily due to an increase in gross profit of
$212.8 million, a gain on disposal of assets of $10.2 million in the current
year, and a decrease in acquisition-related expenses of $8.1 million, partially
offset by an increase in selling, general and administrative expenses of $120.9
million and an increase in income tax expense of $28.8 million.

Year-to-Date Results of Operations: First Two Quarters Results

The following table summarizes key components of our results of operations for the periods indicated:



                                                                                              First Two Quarters
                                                                    2022                 2021                 2022                   2021
                                                                         (In thousands)                              (Percentages)
Net revenue                                                    $ 3,481,791          $ 2,677,083                 100.0  %               100.0  %
Cost of goods sold                                               1,555,922            1,134,083                  44.7                   42.4
Gross profit                                                     1,925,869            1,543,000                  55.3                   57.6
Selling, general and administrative expenses                     1,270,104            1,037,951                  36.5                   38.8
Amortization of intangible assets                                    4,390                4,390                   0.1                    0.2
Acquisition-related expenses                                             -               15,807                     -                    0.6
Gain on disposal of assets                                         (10,180)                   -                  (0.3)                     -
Income from operations                                             661,555              484,852                  19.0                   18.1
Other income (expense), net                                            123                  323                     -                      -
Income before income tax expense                                   661,678              485,175                  19.0                   18.1
Income tax expense                                                 182,159              132,145                   5.2                    4.9
Net income                                                     $   479,519          $   353,030                  13.8  %                13.2  %


Net Revenue

Net revenue increased $804.7 million, or 30%, to $3.5 billion for the first two
quarters of 2022 from $2.7 billion for the first two quarters of 2021. On a
constant dollar basis, assuming the average foreign currency exchange rates for
the first two quarters of 2022 remained constant with the average foreign
currency exchange rates for the first two quarters of 2021, net revenue
increased $847.1 million, or 32%.

The increase in net revenue was primarily due to increased company-operated store net revenue, including from increased comparable store sales and new company-operated stores. Direct to consumer net revenue and other net revenue also increased.



Total comparable sales, which includes comparable store sales and direct to
consumer net revenue, increased 25% for the first two quarters of 2022 compared
to the first two quarters of 2021. Total comparable sales increased 27% on a
constant dollar basis.

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Net revenue for the first two quarters of 2022 and 2021 is summarized below.

                                                                                               First Two Quarters
                                              2022                 2021                 2022                 2021                       Year over year change
                                                   (In thousands)                             (Percentages)                   (In thousands)          

(Percentage)
Company-operated stores                  $ 1,634,681          $ 1,231,704                 46.9  %               46.0  %       $   402,977                       32.7  %
Direct to consumer                         1,496,678            1,142,515                 43.0                  42.7              354,163                       31.0
Other                                        350,432              302,864                 10.1                  11.3               47,568                       15.7
Net revenue                              $ 3,481,791          $ 2,677,083                100.0  %              100.0  %       $   804,708                       30.1  %


Company-Operated Stores. The increase in net revenue from our company-operated
stores was driven by increased comparable store sales. Comparable store sales
increased 19%, or 21% on a constant dollar basis. The increase in comparable
store sales was primarily a result of increased store traffic, partially offset
by a decrease in conversion rates and dollar value per transaction. Net revenue
from company-operated stores that we opened or significantly expanded since the
second quarter of 2021 contributed $209.9 million to the increase in net revenue
from our company-operated stores. We opened 66 net new company-operated stores
since the second quarter of 2021, including 43 stores in Asia Pacific, 16 stores
in North America, and seven stores in Europe.

Direct to Consumer. Direct to consumer net revenue increased 31%, or 32% on a
constant dollar basis. The increase in net revenue from our direct to consumer
segment was primarily a result of increased traffic and a higher dollar value
per transaction, partially offset by a decrease in conversion rates.

Other. The increase in other net revenue was primarily due to increased outlet
sales, license and supply arrangement revenue, sales to wholesale accounts, and
recommerce revenue. The increase in net revenue was partially offset by a
decrease in net revenue from MIRROR.

Gross Profit

                                               First Two Quarters
                       2022              2021                  Year over year change
                           (In thousands)                 (In thousands)         (Percentage)
Gross profit      $ 1,925,869       $ 1,543,000       $            382,869             24.8  %

Gross margin             55.3  %           57.6  %               (230) basis points

The decrease in gross margin was primarily the result of:

•a decrease in product margin of 250 basis points, primarily due to higher air freight costs as a result of global supply chain disruption and higher markdowns;

•an increase in costs related to our distribution centers and product departments as a percentage of net revenue of 30 basis points; and

•an unfavorable impact of foreign currency exchange rates of 30 basis points.



The decrease in gross margin was partially offset by a decrease in occupancy and
depreciation costs as a percentage of net revenue of 80 basis points, driven
primarily by the increase in net revenue.

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Selling, General and Administrative Expenses



                                                                                      First Two Quarters
                                                          2022                 2021                      Year over year change
                                                               (In thousands)                  (In thousands)           (Percentage)

Selling, general and administrative expenses $ 1,270,104 $ 1,037,951 $ 232,153

                        22.4  %

Selling, general and administrative expenses
as a percentage of net revenue                              36.5  %              38.8  %                   (230) basis points


The increase in selling, general and administrative expenses was primarily due to:

•an increase in head office costs of $136.6 million, comprised of:



-an increase in costs of $69.1 million primarily due to an increase in brand and
community costs, including charitable donations, technology costs, professional
fees, and depreciation; and

-an increase in employee costs of $67.5 million primarily due to an increase in
salaries and wages expense, incentive compensation, and stock-based compensation
expense, primarily as a result of headcount growth and increased wage rates, as
well as increased travel costs;

•an increase in costs related to our operating channels of $94.9 million, comprised of:



-an increase in employee costs of $46.6 million primarily due to an increase in
salaries and wages expense and incentive compensation in our company-operated
store and direct to consumer channels, primarily due to growth in our business
and increased wage rates;

-an increase in variable costs of $46.2 million primarily due to an increase in
distribution costs and credit card fees, as a result of increased net revenue;
and

-an increase in other operating costs of $12.3 million primarily due to an increase in depreciation, repairs and maintenance costs, and technology costs.

The increase in costs related to our operating channels was partially offset by a decrease in brand and community costs of $10.2 million primarily due to a decrease in marketing expenses related to MIRROR, partially offset by an increase in digital marketing expenses related to our direct to consumer channel.

•an increase in net foreign currency exchange and derivative revaluation losses of $0.6 million.

Amortization of Intangible Assets


                                                                                    First Two Quarters
                                                      2022              2021                        Year over year change
                                                          (In thousands)                  (In thousands)              (Percentage)
Amortization of intangible assets                  $  4,390          $  4,390          $               -                           -  %


The amortization of intangible assets was primarily the result of the
amortization of intangible assets recognized upon the acquisition of MIRROR.

Acquisition-Related Expenses
                                                            First Two Quarters
                                      2022         2021                Year over year change
                                        (In thousands)            (In thousands)         (Percentage)
Acquisition-related expenses        $    -      $ 15,807      $            

(15,807) (100.0) %




In connection with our acquisition of MIRROR, we recognized acquisition-related
compensation expenses of $14.3 million and integration related costs of $1.5
million in the first two quarters of 2021. There were no acquisition-related
expenses in the first two quarters of 2022.

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Gain on Disposal of Assets
                                                          First Two Quarters
                                     2022         2021               Year over year change
                                     (In thousands)             (In thousands)          (Percentage)
Gain on disposal of assets       $  (10,180)     $  -      $               10,180                 n/a


During the second quarter of 2022, we completed the sale of an administrative office building, which resulted in a pre-tax gain of $10.2 million.

Income from Operations



On a segment basis, we determine income from operations without taking into
account our general corporate expenses. Segmented income from operations is
summarized below.

                                                                                                  First Two Quarters
                                                   2022                2021                2022                 2021                      Year over year change
                                                                                         (Percentage of net revenue of
                                                       (In thousands)                    respective operating segment)          (In thousands)         

(Percentage)


Segmented income from operations:
Company-operated stores                       $   417,513          $ 284,144                 25.5  %              23.1  %       $   133,369                       46.9  %
Direct to consumer                                611,530            497,181                 40.9                 43.5              114,349                       23.0
Other                                              49,153             36,746                 14.0                 12.1               12,407                       33.8
                                              $ 1,078,196          $ 818,071                                                    $   260,125                       31.8  %
General corporate expense                         422,431            313,022                                                        109,409                       35.0
Amortization of intangible assets                   4,390              4,390                                                              -                          -
Acquisition-related expenses                            -             15,807                                                        (15,807)                    (100.0)
Gain on disposal of assets                        (10,180)                 -                                                         10,180                           n/a
Income from operations                        $   661,555          $ 484,852                                                    $   176,703                       36.4  %

Operating margin                                     19.0  %            18.1  %                                                              90 basis points


Company-Operated Stores. The increase in income from operations from our
company-operated stores was primarily the result of increased gross profit of
$198.4 million, driven by increased net revenue, partially offset by lower gross
margin. The decrease in gross margin was primarily due to lower product margin
driven by increased air freight costs, partially offset by leverage on occupancy
and depreciation costs as a result of increased net revenue. The increase in
gross profit was partially offset by an increase in selling, general and
administrative expenses, primarily due to higher employee and operating costs.
Employee costs increased primarily due to higher salaries and wages expense and
higher incentive compensation as a result of the growth in our business and
increased wage rates. Store operating costs increased primarily due to increases
in credit card fees, distribution costs, and packaging costs, as a result of
higher net revenue, as well as increased repairs and maintenance. Income from
operations as a percentage of company-operated stores net revenue increased due
to leverage on selling, general and administrative expenses, partially offset by
lower gross margin.

Direct to Consumer. The increase in income from operations from our direct to
consumer segment was primarily the result of increased gross profit of $181.6
million, driven by increased net revenue, partially offset by lower gross
margin. The decrease in gross margin was primarily due to lower product margin
driven by increased air freight costs and higher markdowns. The increase in
gross profit was partially offset by an increase in selling, general and
administrative expenses primarily due to higher variable costs including
distribution costs, credit card fees, as a result of higher net revenue, as well
as higher digital marketing expenses, depreciation, employee costs from the
growth in our business and increased wage rates, and technology costs. Income
from operations as a percentage of direct to consumer net revenue decreased for
the first two quarters of 2022, compared to the first two quarters of 2021,
primarily due to decreased gross margin, partially offset by leverage on
selling, general and administrative expenses.

Other. The increase in income from operations from our other channels was the
result of increased gross profit of $2.9 million, driven by increased net
revenue, and due to decreased selling, general and administrative expenses. The
decrease in selling, general and administrative expenses was driven by reduced
MIRROR marketing expenses. Income from operations as a percentage of other net
revenue increased primarily due to leverage on selling, general and
administrative expenses, partially offset by lower gross margin. The decrease in
gross margin was primarily due to lower product margin driven by increased air
freight costs and higher markdowns.

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General Corporate Expense. The increase in general corporate expenses was
primarily due to increased employee costs, primarily from headcount growth and
increased wage rates, as well as increased brand and community costs, technology
costs, professional fees, and depreciation. The increase in general corporate
expense was also due to an increase in net foreign currency exchange and
derivative revaluation losses of $0.6 million.

Other Income (Expense), Net


                                                                                            First Two Quarters
                                                                 2022               2021                      Year over year change
                                                                     (In thousands)                (In thousands)            (Percentage)
Other income (expense), net                                  $      123          $    323          $       (200)                      (61.9) %


The decrease in other income, net was primarily due to an increase in other
expenses partially offset by an increase in interest income from higher interest
rates.

Income Tax Expense

                                                   First Two Quarters
                            2022            2021                 Year over year change
                               (In thousands)               (In thousands)         (Percentage)
Income tax expense      $ 182,159       $ 132,145       $            

50,014             37.8  %

Effective tax rate           27.5  %         27.2  %                30 basis points


The increase in the effective tax rate was primarily due to a reduction in tax
deductions related to stock-based compensation and accrued withholding taxes on
unremitted foreign earnings. This was partially offset by certain non-deductible
expenses incurred in connection with the MIRROR acquisition which increased the
effective tax rate in the first two quarters of 2021 by 70 basis points, a lower
tax rate on the capital gain on the sale of an administrative building which
reduced our effective tax rate in the first two quarters of 2022 by 20 basis
points, and reduced non-deductible expenses in international jurisdictions in
2022.

Net Income
                                            First Two Quarters
                     2022           2021                 Year over year change
                        (In thousands)              (In thousands)         (Percentage)
Net income        $ 479,519      $ 353,030      $            126,489             35.8  %


The increase in net income was primarily due to an increase in gross profit of
$382.9 million, a decrease in acquisition-related expenses of $15.8 million, and
a gain on disposal of assets of $10.2 million in the current year, partially
offset by an increase in selling, general and administrative expenses of $232.2
million, an increase in income tax expense of $50.0 million, and a decrease in
other income (expense), net of $0.2 million.

Comparable Store Sales and Total Comparable Sales



We use comparable store sales to assess the performance of our existing stores
as it allows us to monitor the performance of our business without the impact of
recently opened or expanded stores. We use total comparable sales to evaluate
the performance of our business from an omni-channel perspective. We believe
investors would similarly find these metrics useful in assessing the performance
of our business.

Comparable store sales reflect net revenue from company-operated stores that
have been open, or open after being significantly expanded, for at least 12 full
fiscal months. Net revenue from a store is included in comparable store sales
beginning with the first fiscal month for which the store has a full fiscal
month of sales in the prior year. Comparable store sales exclude sales from new
stores that have not been open for at least 12 full fiscal months, from stores
which have not been in their significantly expanded space for at least 12 full
fiscal months, and from stores which have been temporarily relocated for
renovations or temporarily closed. Comparable store sales also exclude sales
from direct to consumer and our other operations, as well as sales from
company-operated stores that have closed.

Total comparable sales combines comparable store sales and direct to consumer net revenue.



In fiscal years with 53 weeks, the 53rd week of net revenue is excluded from the
calculation of comparable sales. In the year following a 53 week year, the prior
year period is shifted by one week to compare similar calendar weeks.

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Opening new stores and expanding existing stores is an important part of our
growth strategy. Accordingly, total comparable sales is just one way of
assessing the success of our growth strategy insofar as comparable sales do not
reflect the performance of stores opened, or significantly expanded, within the
last 12 full fiscal months. The comparable sales measures we report may not be
equivalent to similarly titled measures reported by other companies.

Non-GAAP Financial Measures

Constant dollar changes in net revenue, total comparable sales, comparable store sales, and direct to consumer net revenue are non-GAAP financial measures.



A constant dollar basis assumes the average foreign currency exchange rates for
the period remained constant with the average foreign currency exchange rates
for the same period of the prior year. We provide constant dollar changes in our
results to help investors understand the underlying growth rate of net revenue
excluding the impact of changes in foreign currency exchange rates.

The presentation of this financial information is not intended to be considered
in isolation or as a substitute for, or with greater prominence to, the
financial information prepared and presented in accordance with GAAP. A
reconciliation of the non-GAAP financial measures follows, which includes more
detail on the GAAP financial measure that is most directly comparable to each
non-GAAP financial measure, and the related reconciliations between these
financial measures.

Constant Dollar Changes in Net Revenue



The below changes in net revenue show the change compared to the corresponding
period in the prior year.
                                                              Second Quarter 2022                  First Two Quarters 2022
                                                                  Net Revenue                                               Net Revenue
                                                        (In
                                                    thousands)             (Percentages)                    (In thousands)             (Percentages)
Change                                             $  417,710                           29  %             $       804,708                           30  %
Adjustments due to foreign currency exchange
rate changes                                           35,293                            2                         42,391                            2  %
Change in constant dollars                         $  453,003                           31  %             $       847,099                           32  %

Constant Dollar Changes in Total Comparable Sales, Comparable Store Sales, and Direct to Consumer Net Revenue



The below changes in total comparable sales, comparable store sales, and direct
to consumer net revenue show the change compared to the corresponding period in
the prior year.

                                                           Second Quarter 2022                                                   First Two Quarters 2022
                                                                                        Direct to                                                                Direct to
                                    Total Comparable         Comparable Store          Consumer Net          Total Comparable         Comparable Store          Consumer Net
                                        Sales1,2                  Sales2                 Revenue                 Sales1,2                  Sales2                 Revenue
Change                                          23  %                    16  %                  30  %                    25  %                    19  %                  31  %
Adjustments due to foreign
currency exchange rate
changes                                          2                        2                      2                        2                        2                      1
Change in constant dollars                      25  %                    18  %                  32  %                    27  %                    21  %                  32  %


__________

(1)Total comparable sales includes comparable store sales and direct to consumer net revenue.



(2)Comparable store sales reflects net revenue from company-operated stores that
have been open for at least 12 full fiscal months, or open for at least 12 full
fiscal months after being significantly expanded.

Seasonality



Our business is affected by the general seasonal trends common to the retail
apparel industry. Our annual net revenue is weighted more heavily toward our
fourth fiscal quarter, reflecting our historical strength in sales during the
holiday season, while our operating expenses are more equally distributed
throughout the year. As a result, a substantial portion of our operating profits
are generated in the fourth quarter of our fiscal year. For example, we
generated approximately 44% and 56% of our full year operating profit during the
fourth quarters of 2021 and 2020, respectively. Due to a significant number of
our company-operated stores being temporarily closed due to COVID-19 during the
first two quarters of 2020, we earned a higher proportion of our operating
profit during the last two quarters of 2020 compared to 2021.

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Liquidity and Capital Resources



Our primary sources of liquidity are our current balances of cash and cash
equivalents, cash flows from operations, and capacity under our committed
revolving credit facility, including to fund short-term working capital
requirements. Our primary cash needs are capital expenditures for opening new
stores and remodeling or relocating existing stores, investing in our
distribution centers, investing in technology and making system enhancements,
funding working capital requirements, and making other strategic capital
investments both in North America and internationally. We may also use cash to
repurchase shares of our common stock. Cash and cash equivalents in excess of
our needs are held in interest bearing accounts with financial institutions, as
well as in money market funds and term deposits.

The following table summarizes our net cash flows provided by and used in operating, investing, and financing activities for the periods indicated:



                                                                               First Two Quarters
                                                                                                    Year over year
                                                                 2022                2021               change
                                                                                 (In thousands)
Total cash provided by (used in):
Operating activities                                         $ (145,618)         $ 499,772          $   (645,390)
Investing activities                                           (224,944)          (201,493)              (23,451)
Financing activities                                           (384,576)          (290,767)              (93,809)

Effect of foreign currency exchange rate changes on cash

                                                             (5,902)            12,012               (17,914)
Increase (decrease) in cash and cash equivalents             $ (761,040)

$ 19,524 $ (780,564)

Operating Activities

The increase in cash used in operating activities was primarily as a result of:



•a decrease in cash flows from the changes in operating assets and liabilities
of $745.9 million. This decrease was primarily driven by $373.2 million from
inventories, as well as changes in income taxes, accrued compensation, accrued
liabilities and other, and accounts payable; and

•changes in adjusting items of $26.0 million, primarily driven by lower cash
inflows related to derivatives not designated in a hedging relationship and the
gain on disposal of assets, partially offset by increased depreciation and
stock-based compensation expenses.

The increase in cash used in operating activities was partially offset by increased net income of $126.5 million.

Investing Activities



The increase in cash used in investing activities was primarily due to increased
capital expenditures, partially offset by the settlement of net investment
hedges and other investing activities. The increase in capital expenditures was
primarily due to increased corporate expenditures driven by investment in
technology and business systems and increased expenditures on corporate office
renovations. There was also increased company-operated store expenditures driven
by opening new stores as well as remodeling existing stores. This was partially
offset by decreased capital expenditures for our direct to consumer segment. The
proceeds of the sale of an administrative office building during the second
quarter of 2022 are included in other investing activities.

Financing Activities



The increase in cash used in financing activities was primarily the result of an
increase in stock repurchases. Cash used in financing activities for the first
two quarters of 2022 included $358.0 million to repurchase 1.1 million shares of
our common stock compared to $254.9 million to repurchase 0.8 million shares for
the first two quarters of 2021. The common stock was repurchased in the open
market 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, with the timing and actual number of shares repurchased depending upon
market conditions, eligibility to trade, and other factors.

Liquidity Outlook

We believe that our cash and cash equivalent balances, cash generated from operations, and borrowings available to us under our committed revolving credit facility will be adequate to meet our liquidity needs and capital expenditure


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requirements for at least the next 12 months. Our cash from operations may be
negatively impacted by a decrease in demand for our products, as well as the
other factors described in "Item 1A. Risk Factors". In addition, we may make
discretionary capital improvements with respect to our stores, distribution
facilities, headquarters, or systems, or we may repurchase shares under an
approved stock repurchase program, which we would expect to fund through the use
of cash, issuance of debt or equity securities or other external financing
sources to the extent we were unable to fund such expenditures out of our cash
and cash equivalents and cash generated from operations.

The following table includes certain measures of our liquidity:



                                                             July 31, 2022
                                                             (In thousands)
Cash and cash equivalents                                   $      498,831
Working capital excluding cash and cash equivalents(1)             681,053
Capacity under committed revolving credit facility                 394,846


__________

(1)Working capital is calculated as current assets of $2.4 billion less current liabilities of $1.2 billion.



We enter into standby letters of credit to secure certain of our obligations,
including leases, taxes, and duties. As of July 31, 2022, letters of credit and
letters of guarantee totaling $6.4 million had been issued, including $5.2
million under our committed revolving credit facility.

Our committed North America credit facility provides for $400.0 million in
commitments under an unsecured five-year revolving credit facility. The credit
facility has a maturity date of December 14, 2026, subject to extension under
certain circumstances. As of July 31, 2022, aside from letters of credit of $5.2
million, we had no other borrowings outstanding under this credit facility.
Further information regarding our credit facilities and associated covenants is
outlined in Note 5. Revolving Credit Facilities included in Item 1 of Part I of
this report.

The timing and cost of our inventory purchases will vary depending on a variety
of factors such as revenue growth, assortment and purchasing decisions, product
costs including freight and duty, and the availability of production capacity
and speed. Our inventory balance as of July 31, 2022 was $1.5 billion, an
increase of 85% from August 1, 2021. Increased air freight costs have
contributed to the increase in inventory. On a number of units basis, our
inventory increased 64% compared to August 1, 2021. We expect that our inventory
balance will continue to grow in 2022 and we expect the growth rate will exceed
net revenue growth in 2022.

Critical Accounting Policies and Estimates



The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions. Predicting future events is inherently an imprecise activity and,
as such, requires the use of judgment. Actual results may vary from our
estimates in amounts that may be material to the financial statements. An
accounting policy is deemed to be critical if it requires an accounting estimate
to be made based on assumptions about matters that are highly uncertain at the
time the estimate is made, and if different estimates that reasonably could have
been used or changes in the accounting estimates that are reasonably likely to
occur periodically, could materially impact our consolidated financial
statements.

Our critical accounting policies and estimates are discussed within "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2021 Annual Report on Form 10-K filed with the SEC on March 29, 2022.


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Operating Locations

Our company-operated stores by country as of July 31, 2022 and January 30, 2022 are summarized in the table below.

July 31,       

January 30,


       Number of company-operated stores by country          2022             2022
       United States                                         331              324
       People's Republic of China(1)                          96               86
       Canada                                                 65               63
       Australia                                              31               31
       United Kingdom                                         19               17
       South Korea                                            14               12
       Germany                                                 9                9
       New Zealand                                             8                7
       Singapore                                               7                6
       Japan                                                   6                6
       Ireland                                                 4                3
       France                                                  3                3
       Malaysia                                                2                2
       Sweden                                                  2                2
       Netherlands                                             1                1
       Norway                                                  1                1
       Switzerland                                             1                1
       Total company-operated stores                         600              574


__________

(1)Included within PRC as of July 31, 2022, were nine stores in Hong Kong
Special Administrative Region, six stores in Taiwan, and two stores in Macao
Special Administration Region. As of January 30, 2022, there were nine stores in
Hong Kong Special Administrative Region, five stores in Taiwan, and two stores
in Macao Special Administration Region.

Retail locations operated by third parties under license and supply arrangements
are not included in the above table. As of July 31, 2022, there were 18 licensed
locations, including nine in Mexico, six in the United Arab Emirates, two in
Qatar, and one in Kuwait.

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