10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

(Amendment No. 1)

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 5, 2013

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 001-33608

lululemon athletica inc.

(Exact name of registrant as specified in its charter)

Delaware	20-3842867
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
400-1818 Cornwall Avenue, Vancouver, British Columbia	V6J 1C7
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

604-732-6124

Former name, former address and former fiscal year, if changed since last report:

N/A

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (of for such shorter period that the registrant was required to submit and post such files).    Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	þ	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o No þ

At June 5, 2013, there were 113,517,560 shares of the registrant’s common stock, par value $0.005 per share, outstanding.

Exchangeable and Special Voting Shares:

At June 5, 2013, there were outstanding 31,033,458 exchangeable shares of Lulu Canadian Holding, Inc., a wholly-owned subsidiary of the registrant. Exchangeable shares are exchangeable for an equal number of shares of the registrant’s common stock.

In addition, at June 5, 2013, the registrant had outstanding 31,033,458 shares of special voting stock, through which the holders of exchangeable shares of Lulu Canadian Holding, Inc. may exercise their voting rights with respect to the registrant. The special voting stock and the registrant’s common stock generally vote together as a single class on all matters on which the common stock is entitled to vote.

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 (this “Amendment”) to the Quarterly Report on Form 10-Q for the quarterly period ended May 5, 2013 of lululemon athletica inc. (the “Company”), as filed with the U.S. Securities and Exchange Commission on June 10, 2013 (the “Original Filing”), is to remove Exhibits 10.1, 10.2 and 10.3 (the “Removed Exhibits”) to the Original Filing. The Company has determined that the Removed Exhibits were not material contracts required to be furnished as exhibits to the Original Filing. Accordingly, this Amendment removes the Removed Exhibits from the Company’s disclosure in Item 6 and from the exhibit index to the Original Filing.

No other changes have been made to the Original Filing. This Amendment No. 1 does not reflect subsequent events occurring after the date of the Original Filing or, except as provided above, modify or update in any way disclosures made in the Original Filing.

ITEM 6. EXHIBITS

		Incorporated by Reference
Exhibit No.	Exhibit Title	Filed Herewith	Form	Exhibit No.	File No.	Filing Date
31.1	Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)	X
31.2	Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)	X
101	The following financial statements from the Company’s 10-Q for the fiscal quarter ended May 5, 2013, formatted in XBRL: (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 Consolidated Financial Statements		10-Q	101	001-33608	6/10/2013

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/ JOHN E. CURRIE
	John E. Currie
	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Dated: January 7, 2014

Exhibit Index

		Incorporated by Reference
Exhibit No.	Exhibit Title	Filed Herewith	Form	Exhibit No.	File No.	Filing Date
31.1	Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a)	X
31.2	Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a)	X
101	The following financial statements from the Company’s 10-Q for the fiscal quarter ended May 5, 2013, formatted in XBRL: (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 Consolidated Financial Statements		10-Q	101	001-33608	6/10/2013

EX-31.1

Exhibit 31.1

I, Christine M. Day, certify that:

1. I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q of lululemon athletica inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

By:	/S/    CHRISTINE M. DAY
	Christine M. Day
	Chief Executive Officer and Director
	(Principal Executive Officer)

Date: January 7, 2014

EX-31.2

Exhibit 31.2

I, John E. Currie, certify that:

1. I have reviewed this Amendment No. 1 to the quarterly report on Form 10-Q of lululemon athletica inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

By:	/S/    JOHN E. CURRIE
	John E. Currie
	Chief Financial Officer
	(Principal Financial Officer and
	Principal Accounting Officer)

Date: January 7, 2014