lululemon athletica (LULU) 10-K risk factor changes: FY2019 vs FY2018

Our brand and reputation could be adversely affected if we fail to achieve these objectives, if our public image was to be tarnished by negative publicity, if we fail to deliver innovative and high quality products acceptable to our guests, or if we face [added: or mishandle] a product recall.

[removed: Additionally, while we devote considerable efforts and resources to protecting] our intellectual property, if these efforts are not successful the value of our brand may be harmed.

Because of the fragmented nature of the industry, we also compete with other apparel sellers, including those [added: specializing in yoga apparel and other activewear.]

In fiscal [removed: 2017,] [added: 2018,] approximately [removed: 59%] [added: 60%] of our fabrics were produced by our top five fabric suppliers, and [removed: no] [added: the largest] single manufacturer produced [removed: more than] [added: approximately] 35% of raw materials used.

We work with a group of approximately [removed: 47] [added: 44] vendors that manufacture our products, five of which produced approximately [removed: 64%] [added: 60%] of our products in fiscal [removed: 2017.][added: 2018.]

During fiscal [removed: 2017, no] [added: 2018, the largest] single manufacturer produced [removed: more than 25%] [added: approximately 21%] of our product offerings.

Identifying a suitable supplier is an involved process that requires us to become satisfied with its quality control, responsiveness and service, financial stability, and labor and other [removed: ethical practices.]

Any delays, [removed: interruption] [added: interruption,] or increased costs in the supply of fabric or manufacture of our products could have an adverse effect on our ability to meet guest demand for our products and result in lower net revenue and income from operations both in the short and long term.

[added: These factors may cause us to experience increased costs, reduce] our prices to consumers or experience reduced sales in response to increased prices, any of which could cause our operating margin to decline if we are unable to offset these factors with reductions in operating costs and could have a material adverse effect on our financial [removed: conditions,] [added: condition,] operating [removed: results] [added: results,] and cash flows.

If we are unable to anticipate consumer preferences and successfully develop and introduce new, [removed: innovative] [added: innovative,] and updated products, we may not be able to maintain or increase our sales and profitability.

Our business employs systems and websites that allow for the storage and transmission of [removed: proprietary or confidential information regarding our business, guests and employees including credit card] [added: this] information.

[removed: Security] [added: However, despite our safeguards and security processes and protections, security] breaches could expose us to a risk of loss or misuse of this [removed: information] [added: information,] and [added: could result in litigation and] potential liability.

Any compromise or breach of our security could result in a violation of applicable privacy and other laws, significant [removed: litigation] [added: legal] and [removed: potential liability] [added: financial exposure,] and damage to our brand and reputation or other harm to our business.

Our information technology systems, websites, and operations of third parties on whom we rely, may encounter damage or disruption or slowdown caused by a failure to successfully upgrade systems, system failures, viruses, computer [removed: "hackers"] [added: "hackers", natural disasters,] or [added: other causes.]

[removed: other causes,] [added: These] could cause information, including data related to guest orders, to be lost or delayed which could, especially if the disruption or slowdown occurred during the holiday season, result in delays in the delivery of products to our stores and guests or lost sales, which could reduce demand for our products and cause our sales to decline.

Any significant disruption in our information technology systems or websites could harm our reputation and credibility, and could have a material adverse effect on our business, financial [removed: condition] [added: condition,] and results of operations.

Any failure on our part to provide attractive, effective, reliable, user-friendly e-commerce platforms that offer a wide assortment of merchandise with rapid delivery options and that continually meet the changing expectations of [removed: online shoppers could place us at a competitive disadvantage, result in the loss of e-commerce and other sales, harm our reputation with customers, have a material adverse impact on the growth of our e-commerce business globally and could have a material adverse impact on our business and results of operations.]

Our failure to successfully [added: integrate our digital and physical channels and] respond to these risks might adversely [removed: affect sales in] [added: impact] our [removed: e-commerce business,] [added: business and results of operations,] as well as damage our reputation and brands.

In addition, because substantially all of our products are distributed from four locations, our operations could also be interrupted by labor difficulties, extreme or severe weather conditions or by floods, [removed: fires] [added: fires,] or other natural disasters near our distribution centers.

Because many of our competitors have significantly greater financial, distribution, marketing, and other resources than we do, they may be able [removed: to manufacture and sell products based on our fabrics and manufacturing technology at lower prices than we can.]

If we fail to protect and maintain our intellectual property rights, the value of our brand could be [removed: diminished] [added: diminished,] and our competitive position may suffer.

Our future success is substantially dependent on the [removed: continued] service of our senior management and [removed: identifying and attracting our next Chief Executive Officer.][added: other key employees.]

[removed: These changes, or] [added: Also,] the loss of services of any of [removed: our other] [added: these] key [removed: executive officers or other members of our senior management team,] [added: employees,] or any negative public perception with respect to these individuals, may be disruptive to, or cause uncertainty in, our business and could have a negative impact on our ability to manage and grow our business effectively.

Our effective income tax rates could be unfavorably impacted by a number of factors, including changes in the mix of earnings amongst countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, [added: new tax interpretations and guidance,] the outcome of income tax audits in various jurisdictions around the world, and any repatriation of unremitted earnings for which we have not previously accrued applicable U.S. income taxes and foreign withholding taxes.

Changes in applicable U.S., Canadian, or other [removed: or] foreign tax laws and regulations, or their interpretation and application, including the possibility of retroactive effect, could affect our income tax expense and profitability, as they [removed: have] [added: did] in fiscal 2017 [added: and fiscal 2018] upon passage of the U.S. Tax Cuts and Jobs Act.

We have expanded our operations rapidly since our inception in 1998 and our net revenue has increased from $40.7 million in fiscal 2004 to [removed: $2.6] [added: $3.3] billion in fiscal [removed: 2017.][added: 2018.]

[removed: We could] be required to continue to expand our sales and marketing, product development and distribution functions, to upgrade our management information systems and other processes and technology, and to obtain more space for our expanding workforce.

This expansion could increase the strain on our resources, and we could experience operating difficulties, including difficulties in hiring, [removed: training] [added: training,] and managing an increasing number of employees.

The United States and the countries in which our products are produced or sold internationally have imposed and may impose additional quotas, duties, tariffs, or other restrictions or regulations, or may adversely adjust prevailing quota, [removed: duty] [added: duty,] or tariff levels.

Countries impose, [removed: modify] [added: modify,] and remove tariffs and other trade restrictions in response to a diverse array of factors, including global and national economic and political conditions, which make it impossible for us to predict future developments regarding tariffs and other trade restrictions.

Trade restrictions, including tariffs, quotas, embargoes, safeguards, and customs restrictions, could increase the cost or reduce the supply of products available to us or may require us to modify our supply chain organization or other current business practices, any of which could harm our business, financial [removed: condition] [added: condition,] and results of operations.

[added: Factors that could negatively affect our business include a potential significant revaluation] of [added: the currencies used in these countries, which may result in an increase in the cost of] producing products, labor shortage and increases in labor costs, and difficulties in moving products manufactured out of the countries in which they are manufactured and through the ports on the western coast of North America, whether due to port congestion, labor disputes, product regulations and/or inspections or other factors, and natural disasters or health pandemics.

During fiscal [removed: 2017,] [added: 2018,] approximately [removed: 53%] [added: 58%] of our products were manufactured in South East Asia, approximately [removed: 25%] [added: 21%] in South Asia, approximately [removed: 10%] [added: 12%] in China, approximately 8% in the Americas, and the remainder in other regions.

Additionally, we may be unsuccessful in identifying new markets where our technical athletic apparel and other products and brand image will be [removed: accepted] [added: accepted,] or the performance of our stores will be considered successful.

The labeling, distribution, importation, marketing, and sale of our products are subject to extensive regulation by various federal agencies, including the Federal Trade Commission, Consumer Product Safety Commission and state attorneys general in the United States, the Competition Bureau and Health Canada in Canada, as well as by various other federal, state, provincial, [removed: local] [added: local,] and international regulatory authorities in the countries in which our products are distributed or sold.

We believe that our trademarks and other proprietary rights have significant value and are important to identifying and differentiating our products from those of our competitors and creating [added: and sustaining demand for our products.]

We have [removed: obtained and] applied for [added: and obtained] some United [removed: States] [added: States, Canada,] and foreign trademark registrations, and will continue to evaluate the registration of additional trademarks as appropriate.

Any of these proceedings could result in significant settlement amounts, damages, [removed: fines] [added: fines,] or other penalties, divert financial and management resources, and result in significant [removed: legal fees.]

Our business could be negatively affected as a result of actions of activist [removed: stockholders, and such activism could impact the trading value of our securities.][added: stockholders or others.]

Responding to [added: such] actions [removed: by activist stockholders] can be costly and time-consuming, [removed: disrupting] [added: disrupt] our [removed: operations] [added: business] and [removed: diverting] [added: operations, and divert] the attention of [removed: management] [added: our board of directors, management,] and [added: employees from the pursuit of] our [removed: employees.][added: business strategies.]

Additionally, while we devote considerable efforts and resources to protecting

ethical practices.

Our inability to safeguard against security breaches or our failure to comply with data privacy laws could damage our customer relationships and result in significant legal and financial exposure.

As part of our normal operations, we receive confidential, proprietary, and personally identifiable information, including credit card information, and information about our customers, our employees, job applicants, and other third parties.

The retail industry, in particular, has been the target of many recent cyber-attacks.

Attacks may be targeted at us, our vendors or customers, or others who have entrusted us with information.

In addition, even if we take appropriate measures to safeguard our information security and privacy environment from security breaches, we could still expose our customers and our business to risk.

Measures we implement to protect against cyber-attacks may also have the potential to impact our customers' shopping experience or decrease activity on our websites by making them more difficult to use.

Additionally, the European Union has adopted a comprehensive General Data Privacy Regulation (the "GDPR").

The GDPR requires companies to satisfy new requirements regarding the handling of personal and sensitive data, including its use, protection and the ability of persons whose data is stored to correct or delete such data about themselves.

Failure to comply with GDPR requirements could result in penalties of up to four percent of worldwide revenue.

The GDPR and other similar laws and regulations, as well as any associated inquiries or investigations or any other government actions, may be costly to comply with, increase our operating costs, require significant management time and attention, and subject us to remedies that may harm our business, including fines, negative publicity, or demands or orders that we modify or cease existing business practices.

The concentration of our primary offices, two of our distribution centers, and a number of our stores along the west coast of North America could amplify the impact of a natural disaster occurring in that area to our business, including to our information technology systems.

online shoppers could place us at a competitive disadvantage, result in the loss of e-commerce and other sales, harm our reputation with customers, have a material adverse impact on the growth of our e-commerce business globally and could have a material adverse impact on our business and results of operations.

Changes in consumer shopping preferences and shifts in distribution channels could materially impact our results of operations.

We sell our products through a variety of trade channels, with a significant portion through traditional brick-and-mortar retail channels.

As strong e-commerce channels emerge and develop, we are evolving towards an omni-channel approach to support the shopping behavior of our guests.

This involves country and region specific websites, social media, product notification emails, mobile apps, including mobile apps on in-store devices that allow demand to be fulfilled via our distribution centers, and online order fulfillment through stores.

The diversion of sales from our company-operated stores could adversely impact our return on investment and could lead to store closures and impairment charges.

We could have difficulty in recreating the in-store experience through direct channels.

We could also be exposed to liability for online content.

to manufacture and sell products based on our fabrics and manufacturing technology at lower prices than we can.

The results of any audits or related disputes regarding these restrictions or regulations could have an adverse effect on our financial statements for the period or periods for which the applicable final determinations are made.

There are also uncertainties related to the implementation of the United Kingdom's referendum to withdraw membership from the European Union (referred to as "Brexit").

We could

In addition, any audits and inspections by governmental agencies related to these matters could result in significant settlement amounts, damages, fines, or other penalties, divert financial and management resources, and result in significant legal fees.

An unfavorable outcome of any particular proceeding could have an adverse impact on our business, financial condition, and results of operations.

In the last few years, we have had changes to our senior management team including new hires, departures, and role and responsibility changes.

The performance of our senior management team and other key employees may not meet our needs and expectations.

legal fees.

We may be subject to actions or proposals from stockholders or others that may not align with our business strategies or the interests of our other stockholders.

Activist stockholders or others may create perceived uncertainties as to the future direction of our business or strategy which may be exploited by our competitors and may make it more difficult to attract and retain qualified personnel and potential guests, and may affect our relationships with current guests, vendors, investors, and other third parties.

specializing in yoga apparel and other activewear.

These factors may cause us to experience increased costs, reduce

Our inability to safeguard against security breaches with respect to our information technology systems could disrupt our operations.

Risks specific to our e-commerce business also include diversion of sales from our company-operated stores, difficulty in recreating the in-store experience through direct channels and liability for online content.

On February 2, 2018, our Chief Executive Officer resigned.

In addition to this change, a number of members of our senior management team have left the Company in the last several years.

We may not be successful in identifying and attracting a highly qualified successor to our Chief Executive Officer, and our process to search for the successor may be time-consuming and divert management's attention and resources away from our business.

The search for our next Chief Executive Officer may have a negative impact on our senior management team, business, and financial performance and condition.

We have recorded provisional amounts in fiscal 2017 in relation to the U.S. Tax Cuts and Jobs Act.

We may make adjustments to the provisional amounts as additional information is collected and analyzed, and as we complete our assessment of the impact that the U.S. Tax Cuts and Jobs Act has, if any, upon our reinvestment plans for the accumulated earnings of the Company's foreign subsidiaries.

As the Company completes its analysis of the U.S. Tax Cuts and Jobs Act it may also make adjustments to incorporate any additional interpretations or guidance that may be issued.

The Company may also identify additional effects of the U.S. Tax Cuts and Jobs Act that are not reflected as of January 28, 2018.

Any such adjustments may materially impact the provision for income taxes and our effective income tax rate in the period in which the adjustments are made, and in future periods.

Factors that could negatively affect our business include a potential significant revaluation of the currencies used in these countries, which may result in an increase in the cost

and sustaining demand for our products.

Fiscal [removed: 2017, fiscal 2016,] [added: 2017] and fiscal [removed: 2015] [added: 2016] were 52 week years.

Fiscal [removed: 2017] [added: 2018] was a [added: particularly] strong year for our company.

We look forward to delivering on a strong pipeline of innovation and product [removed: rollouts] [added: roll-outs] in fiscal [removed: 2018.][added: 2019.]

During the year, we opened [removed: 46] [added: 36] net new [removed: lululemon branded] company-operated stores, including [removed: 30] [added: 15] in North America, [removed: 14] [added: 13] in Asia Pacific, and [removed: two] [added: eight] in Europe.

In Asia, we opened [removed: nine] [added: seven] new stores in [removed: China during fiscal 2017,] [added: China,] in addition to growing our local e-commerce presence via [removed: Tmall,] [added: Tmall] and [removed: opening company-operated stores in Japan.][added: launching a store on the WeChat platform.]

In fiscal [removed: 2018] [added: 2019,] we plan to continue to develop our omni-channel experience to serve guests wherever and however they choose to [removed: shop, including launching a WeChat store in China.][added: shop.]

Our grassroots approach to brand-building - locally led by [removed: stores and store associates, who we call educators -] [added: our stores,] enables us to connect with and uniquely understand our guest.

[removed: We hosted several] [added: In fiscal 2018, we continued to hold our marquee] events [removed: during the year,] including our annual SeaWheeze half marathon in Vancouver, The Ghost Race in [removed: 15] [added: 12] cities in North America, the Sweatlife Festival in London, and Unroll China [added: events] across multiple cities.

In connection with the restructuring of our ivivva operations, we recognized pre-tax costs totaling $47.2 million in fiscal [removed: 2017, and a related income tax recovery of $12.7 million.][added: 2017.]

[removed: We] [added: In fiscal 2017, we] recognized a provisional income tax expense of $59.3 million in [removed: fiscal 2017 related] [added: relation] to [removed: the] U.S. [removed: Tax Cuts and Jobs Act.][added: tax reform.]

For the fiscal year ended [removed: January 28, 2018,] [added: February 3, 2019,] compared to the fiscal year ended January [removed: 29, 2017:][added: 28, 2018:]

| • | Net revenue increased [removed: 13%] [added: 24%] to [removed: $2.6] [added: $3.3] billion. On a constant dollar basis, net revenue increased [removed: 12%.] [added: 25%.] |

| • | [removed: Total] [added: Excluding net revenue from the 53rd week of fiscal 2018, total] comparable sales, which includes comparable store sales and direct to consumer, increased [removed: 7%.] [added: 18%.] On a constant dollar basis, total comparable sales increased [removed: 7%.] [added: 18%.] |

| – | Comparable store sales increased [removed: 1%,] [added: 7%,] or increased [removed: 1%] [added: 8%] on a constant dollar basis. |

| – | Direct to consumer net revenue increased [removed: 27%,] [added: 45%,] or increased [removed: 27%] [added: 46%] on a constant dollar basis. |

| • | Income from operations increased [removed: 8%] [added: 55%] to [removed: $456.0] [added: $705.8] million. [removed: Adjusted] [added: It increased 40% compared to adjusted] income from operations [removed: increased 19% to $503.2 million.] [added: in fiscal 2017.] |

| • | Income tax expense increased [removed: 69%] [added: 15%] to [removed: $201.3] [added: $231.4] million. Our effective tax rate for fiscal [removed: 2017] [added: 2018] was [removed: 43.8%] [added: 32.4%] compared to [removed: 28.2%] [added: 43.8%] for fiscal [removed: 2016.] [added: 2017.] The adjusted effective tax rate was [removed: 30.5% for fiscal 2017] [added: 28.0%] compared to [removed: 30.7%] [added: 30.5%] for fiscal [removed: 2016.] [added: 2017.] |

| • | Diluted earnings per share were [removed: $1.90] [added: $3.61] for fiscal [removed: 2017] [added: 2018] compared to [removed: $2.21] [added: $1.90] in fiscal [removed: 2016.] [added: 2017.] Adjusted diluted earnings per share were [removed: $2.59 for fiscal 2017] [added: $3.84] compared to [removed: $2.14] [added: $2.59] for fiscal [removed: 2016.] [added: 2017.] |

Net revenue is comprised of company-operated store sales, direct to consumer sales through www.lululemon.com, other country and region specific websites, and mobile apps, including mobile apps on in-store devices that allow demand to be fulfilled via our distribution centers, and other net revenue, which includes outlet sales, sales from temporary locations, sales to wholesale accounts, showroom sales, [removed: warehouse sales, and] license and supply arrangement net [removed: revenue,] [added: revenue] which consists of royalties as well as sales of our products to [removed: licensees.][added: licensees, and warehouse sales.]

We expect selling, general and administrative expenses to increase in fiscal [removed: 2018] [added: 2019] as we incur additional operating expenses to support our store and direct to consumer growth, while also making strategic investments to support the long term growth of the business.

[removed: We also anticipate that, in] the future, we may start to sell our products through retail locations in countries in which we have not yet operated, in which case, we would become subject to taxation based on the foreign statutory rates in the countries where these sales take place and our effective tax rate could fluctuate accordingly.

| | | [removed: January 28, 2018] [added: February 3, 2019] | | | | January [removed: 29, 2017] [added: 28, 2018] | | | | January [removed: 31, 2016] [added: 29, 2017] | | |

| Net revenue | | $ | [removed: 2,649,181] [added: 3,288,319] | | | $ | [removed: 2,344,392] [added: 2,649,181] | | | $ | [removed: 2,060,523] [added: 2,344,392] | |

| Cost of goods sold | | [removed: 1,250,391] [added: 1,472,032] | | | | [removed: 1,144,775] [added: 1,250,391] | | | | [removed: 1,063,357] [added: 1,144,775] | | |

| Gross profit | | [removed: 1,398,790] [added: 1,816,287] | | | | [removed: 1,199,617] [added: 1,398,790] | | | | [removed: 997,166] [added: 1,199,617] | | |

| Selling, general and administrative expenses | | [removed: 904,264] [added: 1,110,451] | | | | [removed: 778,465] [added: 904,264] | | | | [removed: 628,090] [added: 778,465] | | |

| Asset impairment and restructuring costs | | [removed: 38,525] [added: —] | | | | [removed: —] [added: 38,525] | | | | — | | |

| Income from operations | | [removed: 456,001] [added: 705,836] | | | | [removed: 421,152] [added: 456,001] | | | | [removed: 369,076] [added: 421,152] | | |

| Other income (expense), net | | [removed: 3,997] [added: 9,414] | | | | [removed: 1,577] [added: 3,997] | | | | [removed: (581] [added: 1,577] | | [removed: )] |

| Income before income tax expense | | [removed: 459,998] [added: 715,250] | | | | [removed: 422,729] [added: 459,998] | | | | [removed: 368,495] [added: 422,729] | | |

| Income tax expense | | [removed: 201,336] [added: 231,449] | | | | [removed: 119,348] [added: 201,336] | | | | [removed: 102,448] [added: 119,348] | | |

| Net income | | $ | [removed: 258,662] [added: 483,801] | | | $ | [removed: 303,381] [added: 258,662] | | | $ | [removed: 266,047] [added: 303,381] | |

| | | [added: February 3, 2019 | | |] January 28, 2018 | | | January 29, 2017 | | [removed: | January 31, 2016 | |]

| Cost of goods sold | | [removed: 47.2] [added: 44.8] | | | [removed: 48.8] [added: 47.2] | | | [removed: 51.6] [added: 48.8] | |

| Gross profit | | [removed: 52.8] [added: 55.2] | | | [removed: 51.2] [added: 52.8] | | | [removed: 48.4] [added: 51.2] | |

| Selling, general and administrative expenses | | [removed: 34.1] [added: 33.8] | | | [removed: 33.2] [added: 34.1] | | | [removed: 30.5] [added: 33.2] | |

| Asset impairment and restructuring costs | | [removed: 1.5] [added: —] | | | [removed: —] [added: 1.5] | | | — | |

| Income from operations | | [removed: 17.2] [added: 21.5] | | | [removed: 18.0] [added: 17.2] | | | [removed: 17.9] [added: 18.0] | |

| Other income (expense), net | | [removed: 0.2] [added: 0.3] | | | [removed: —] [added: 0.2] | | | — | |

| Income before income tax expense | | [removed: 17.4] [added: 21.8] | | | [removed: 18.0] [added: 17.4] | | | [removed: 17.9] [added: 18.0] | |

Fiscal 2018 was a 53 week year.

Net revenue includes results from the 53rd week; however, total comparable sales, comparable store sales, and changes in direct to consumer net revenue exclude the 53rd week.

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

In addition, we were happy to welcome our new CEO, Calvin McDonald.

Net revenue grew 24%, and total comparable sales increased 18%.

We leveraged investments made across the enterprise over the last several years, while at the same time continuing to invest in our future.

We surpassed several of our fiscal 2020 goals in fiscal 2018, two years ahead of schedule.

These include achieving operating margin of 21.5%, gross margin of 55.2%, and e-commerce becoming 26.1% of our global business.

Fueling our performance this year was strength across our product assortment, 13% square footage growth driven by new stores and our remodel program, and a robust e-commerce business.

In addition, our brand activations, local community events, and educators continue to connect us with our guests in a truly unique manner.

Our product design and development teams successfully launched new product innovations, while also leveraging our core product collections and expanding our Office/Travel/Commute category.

We took several steps toward expanding our bra category by launching the Speed Up and Fine Form styles and also the Like Nothing bra, our first bra developed for all day wear.

For men, we launched our Out-of-Mind short liner in our three core styles, rolled out the City Sweat collection, and further expanded our ABC pant offering with a new slim silhouette.

We also expanded our outerwear assortment with more cold weather styles including the Cloudscape jacket for women and Outpour parka for men.

We also expanded our seasonal store strategy this year with approximately 45 seasonal stores in operation during the holiday season.

These stores allow us to better cater to our guests in select markets during the holidays, while also helping introduce new guests into our brand.

As of February 3, 2019, we had 70 stores in Asia Pacific and 21 stores in Europe.

We expanded into two new markets in Europe this year - France and Sweden.

In fiscal 2018, we leveraged the improvements we made to our websites over the past 18 months while continuing to enhance the customer experience.

The sales performance of our e-commerce business was strong throughout the year, with direct to consumer revenues increasing by 45%, excluding the 53rd week of fiscal 2018.

We will continue to leverage our ship-from-store capabilities and build on the early success of our new buy online, pick-up in store initiative.

We are also particularly pleased with our brand activations this year including our 20th birthday celebration, our donations to local community-based organizations via our Here to Be program, including on International Day of Yoga, and our announcement of 100% pay equity which closely followed International Women's Day.

We look forward to continuing this strong momentum into fiscal 2019 fueled by product innovations, new store openings, remodels, and further enhancements to our e-commerce sites and supply chain.

The adjusted financial measures for fiscal 2018 and 2017 exclude the amounts recognized in connection with U.S. tax reform, taxes on the repatriation of foreign earnings, and the restructuring of our ivivva operations and its related tax effects.

| • | Gross profit increased 30% to $1.8 billion. It increased 29% compared to adjusted gross profit in fiscal 2017. |

| • | Gross margin increased 240 basis points to 55.2%. It increased 210 basis points compared to adjusted gross margin in fiscal 2017. |

| • | Operating margin increased 430 basis points to 21.5%. It increased 250 basis points compared to adjusted operating margin in fiscal 2017. |

We also anticipate that, in

Comparison of Fiscal 2018 to Fiscal 2017

Net revenue increased $639.1 million, or 24%, to $3.3 billion in fiscal 2018 from $2.6 billion in fiscal 2017.

| Company-operated stores | | $ | 2,126,363 | | | $ | 1,837,065 | | | 64.7 | % | | 69.3 | % |

| Direct to consumer | | 858,856 | | | | 577,590 | | | | 26.1 | | | 21.8 | |

| Other | | 303,100 | | | | 234,526 | | | | 9.2 | | | 8.9 | |

| Net revenue | | $ | 3,288,319 | | | $ | 2,649,181 | | | 100.0 | % | | 100.0 | % |

| • | Net revenue of $32.7 million from the 53rd week of fiscal 2018, which was excluded in the calculation of comparable store sales. |

These closures reduced our fiscal 2018 net revenue from company-operated stores by $31.6 million compared to fiscal 2017.

We generated net revenue of $20.3 million in the 53rd week of fiscal 2018 from our direct to consumer segment.

Excluding net revenue from the 53rd week of fiscal 2018, direct to consumer net revenue increased 45%, or increased 46% on a constant dollar basis.

We did not hold any online warehouse sales during fiscal 2018.

The increase in net revenue from our other segment was partially offset by lower net revenue from showrooms, primarily due to a decreased number of showrooms open during fiscal 2018 compared to fiscal 2017.

New stores and new store formats, product innovations, and an enhanced e-commerce offering, combined with successful community and brand initiatives helped drive a 13% increase in net revenue.

We had a 7% increase in total comparable sales.

Our product design and development teams launched a number of new category innovations this year.

For women, our newest fabric Everlux was created for high intensity, indoor workouts and the Enlite bra offers guests proprietary technology for running and high impact training.

For men, we expanded our popular ABC pant franchise to include slim and jogger styles, and all of our men's fixed waist bottoms now feature our ABC construction.

Our multiple formats now include standard, co-located, local, and select flagship locations, which allow us to cater to our guests where they live, work, and sweat.

As of January 28, 2018, we had 57 stores in Asia Pacific and 13 stores in Europe, including our European flagship on London's Regent Street which showcases the fullest expression of our brand to both local and travelling guests.

We expanded in Germany in fiscal 2017 with a new location in Munich.

We relaunched our websites at the end of the third quarter of fiscal 2017, improving the online experience through upgraded visuals, added video content, more intuitive navigation, enhanced storytelling, and the integration of ivivva.

The sales performance of our e-commerce business, which accelerated throughout the year, culminated in a 44% increase in direct to consumer net revenue in the fourth quarter of fiscal 2017 compared to the fourth quarter of fiscal 2016.

We complemented our local efforts with our first global marketing campaign "This Is Yoga", followed by men's focused "Strength To Be" and finally, for holiday, "Breathe It All In".

We look forward to continuing this strong momentum into fiscal 2018, focusing on our four key strategic growth pillars: Digital, Men's, North America, and International, underpinned by innovations in product, our distinctive brand and community approach, and our vertically-integrated model.

The adjusted financial measures exclude these items, and also exclude certain discrete items related to our transfer pricing arrangements and taxes on repatriation of foreign earnings which were recognized during the fiscal 2016.

| • | Gross profit increased 17% to $1.4 billion. Adjusted gross profit increased 17% to $1.4 billion. |

| • | Gross margin increased 160 basis points to 52.8%. Adjusted gross margin increased 190 basis points to 53.1%. |

| • | Operating margin decreased 80 basis points to 17.2%. Adjusted operating margin increased 100 basis points to 19.0%. |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

of this report.

| Direct to consumer | | 231,295 | | | | 186,178 | | | | 40.0 | | | 41.1 | |

| Income from operations before general corporate expenses | | 731,196 | | | | 624,125 | | | | | | | | |

| General corporate expenses | | 227,972 | | | | 202,973 | | | | | | | | |

Comparison of Fiscal 2016 to Fiscal 2015

Net revenue increased $283.9 million, or 14%, to $2.3 billion in fiscal 2016 from $2.1 billion in fiscal 2015.

Net revenue increased across all segments.

| | | 2016 | | | | 2015 | | | | 2016 | | | 2015 | |

| Company-operated stores | | $ | 1,704,357 | | | $ | 1,516,323 | | | 72.7 | % | | 73.6 | % |

| Direct to consumer | | 453,287 | | | | 401,525 | | | | 19.3 | | | 19.5 | |

| Other | | 186,748 | | | | 142,675 | | | | 8.0 | | | 6.9 | |

| Net revenue | | $ | 2,344,392 | | | $ | 2,060,523 | | | 100.0 | % | | 100.0 | % |

Gross profit increased $202.5 million, or 20%, to $1.2 billion in fiscal 2016 from $997.2 million in fiscal 2015.

The increase in gross margin was primarily the result of an increase in product margin of 330 basis points, primarily due to lower product costs, improved average retail prices, and lower costs related to our raw material commitments.

| • | an increase in head office employee costs of $35.4 million to support the growth in our business; |

| • | an increase in net foreign exchange losses of $20.3 million, primarily related to the revaluation of U.S. dollar cash and receivables held in Canadian subsidiaries. There were net foreign exchange losses of $8.3 million in fiscal 2016 compared to net foreign exchange gains of $12.0 million in fiscal 2015; |

Income from operations increased $52.1 million, or 14%, to $421.2 million in fiscal 2016 from $369.1 million in fiscal 2015.

| Company-operated stores | | $ | 415,635 | | | $ | 346,802 | | | 24.4 | % | | 22.9 | % |

| Direct to consumer | | 186,178 | | | | 166,418 | | | | 41.1 | | | 41.4 | |

| Other | | 22,312 | | | | 5,826 | | | | 11.9 | | | 4.1 | |

| Income from operations before general corporate expenses | | 624,125 | | | | 519,046 | | | | | | | | |

| General corporate expenses | | 202,973 | | | | 149,970 | | | | | | | | |

As of [removed: January 28, 2018,] [added: February 3, 2019,] we had certain forward currency contracts outstanding in order to hedge a portion of the foreign currency exposure that arises on translation of a Canadian subsidiary into U.S. dollars.

A [removed: weakening] [added: strengthening] of the U.S. dollar against the Canadian dollar results in:

| – | [removed: an increase] [added: a decrease] in our net revenue upon translation of the sales made by our Canadian [removed: subsidiaries] [added: operations] into U.S. dollars for the purposes of consolidation; |

| – | an [removed: increase] [added: decrease] in our selling, general and administrative expenses incurred by our Canadian [removed: subsidiaries] [added: operations] upon translation into U.S. dollars for the purposes of consolidation; |

| – | foreign exchange revaluation [removed: losses] [added: gains] by our Canadian subsidiaries on U.S. dollar denominated monetary [removed: assets;] [added: assets] and [added: liabilities; and] |

| – | derivative valuation [removed: gains] [added: losses] on forward currency contracts not designated in a hedging relationship; |

| – | [removed: an increase] [added: a decrease] in the foreign currency translation adjustment which arises on the translation of our Canadian subsidiaries' balance sheets into U.S. dollars; and |

| – | [removed: a decrease] [added: an increase] in the foreign currency translation adjustment from derivative valuation losses on forward currency contracts, entered into as net investment hedges of a Canadian subsidiary. |

During fiscal 2017, the change in the relative value of the U.S. dollar against the Canadian dollar resulted in a [removed: $44.4] [added: $58.2] million reduction in accumulated other comprehensive loss within stockholders' equity.

During fiscal [removed: 2016,] [added: 2018,] the change in the relative value of the U.S. dollar against the Canadian dollar resulted in a [removed: $41.7] [added: $83.2] million [removed: reduction] [added: increase] in accumulated other comprehensive loss within stockholders' equity.

A 10% [removed: depreciation] [added: appreciation] in the relative value of the U.S. dollar against the Canadian dollar compared to the exchange rates in effect for fiscal [removed: 2017] [added: 2018] would have resulted in [removed: additional] [added: lower] income from operations of approximately [removed: $1.0] [added: $5.6] million in fiscal [removed: 2017.][added: 2018.]

This assumes a consistent 10% [removed: depreciation] [added: appreciation] in the U.S. dollar against the Canadian dollar throughout the fiscal year.

Our revolving credit facility provides us with available borrowings in an amount up to [removed: $150.0] [added: $400.0] million in the aggregate.

As of [removed: January 28, 2018,] [added: February 3, 2019,] aside from letters of credit of [removed: $1.2] [added: $1.5] million, we had no other borrowings outstanding under this credit facility.

Our cash and cash equivalent balances are held in the form of cash on hand, bank balances, [removed: and] short-term deposits [added: and treasury bills] with original maturities of three months or [removed: less.][added: less, and in money market funds.]

We have cash [removed: and cash equivalents] on deposit with various large, reputable financial [removed: institutions.][added: institutions and have invested in U.S. and Canadian Treasury Bills, and in AAA-rated money market funds.]

We seek to limit the amount [added: of] exposure with any one counterparty.

Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin [removed: and selling, general and administrative expenses as a percentage of net revenue if the selling prices of our products do not increase with these increased costs.]

and selling, general and administrative expenses as a percentage of net revenue if the selling prices of our products do not increase with these increased costs.

[added: We have a vision to be the experiential brand that ignites a community of people through sweat, grow, and connect, which we call "living the sweatlife."] 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, nurturing entrepreneurial spirit, acting with honesty and courage, valuing connection, 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 [removed: of "elevating] [added: "to elevate] the world [removed: through] [added: by unleashing] the [removed: power] [added: full potential within every one] of [removed: practice."][added: us."]

In this Annual Report on Form 10-K ("10-K" or "Report") for the fiscal year ended [removed: January 28, 2018] [added: February 3, 2019] ("fiscal [removed: 2017"),] [added: 2018"),] lululemon athletica inc. (together with its subsidiaries) is referred to as "lululemon," "the Company," "we," "us" or "our."

We offer a comprehensive line of apparel and accessories for women, [removed: men] [added: men,] and female youth.

Additionally, we are expanding internationally across Europe (including the United Kingdom and Germany) and Asia Pacific (including China, [removed: South Korea,] [added: Japan,] and [removed: Japan).][added: South Korea).]

We also generate net revenue from outlets, sales from temporary locations, sales to wholesale accounts, showrooms, [removed: warehouse sales, and] [added: through] license and supply [removed: arrangements.][added: arrangements, and warehouse sales.]

At the end of fiscal [removed: 2017,] [added: 2018,] we had [removed: 404] [added: 440] stores in [removed: 12] [added: 14] countries across the globe.

Our direct to consumer segment includes the net revenue which we generate from our e-commerce website www.lululemon.com, other country and region specific websites, and mobile apps, including mobile apps on in-store devices that allow demand to be fulfilled via our distribution [removed: centers.][added: centers or other retail locations.]

As of [removed: January 28, 2018,] [added: February 3, 2019,] our retail footprint included [removed: 404] [added: 440] company-operated stores.

Our company-operated stores by [removed: brand, and by country,] [added: country] as of [added: February 3, 2019 and] January 28, 2018 [removed: and January 29, 2017,] are summarized in the table below:

| | | [removed: January 28, 2018] [added: February 3, 2019] | | | January [removed: 29, 2017] [added: 28, 2018] | |

| Canada | | [removed: 57] [added: 64] | | | [removed: 51] [added: 60] | |

| Australia | | [removed: 28] [added: 29] | | | [removed: 27] [added: 28] | |

| China(2) | | [removed: 15] [added: 22] | | | [removed: 6] [added: 15] | |

| United Kingdom | | [removed: 9] [added: 12] | | | 9 | |

| New Zealand | | [removed: 6] [added: 7] | | | [removed: 5] [added: 6] | |

| South Korea | | [removed: 3] [added: 4] | | | [removed: 2] [added: 3] | |

| Germany | | [removed: 2] [added: 5] | | | [removed: 1] [added: 2] | |

| Japan | | [removed: 2] [added: 5] | | | [removed: —] [added: 2] | |

| Ireland | | 1 | | | [removed: —] [added: 1] | |

| United [removed: States] [added: States(1)] | | [removed: 4] [added: 285] | | | [removed: 42] [added: 274] | |

| (1) | Included within the United States as of January 28, [removed: 2018 and January 29, 2017,] [added: 2018,] was one company-operated store in the Commonwealth of Puerto Rico. [added: This store permanently closed during the second quarter of fiscal 2018.] |

| (2) | Included within China as of [removed: January 28, 2018,] [added: February 3, 2019,] were [removed: three] [added: five] company-operated stores in the Hong Kong Special Administrative [removed: Region] [added: Region, one company-operated store in the Macao Special Administration Region,] and one company-operated store in the Taiwan Province. As of January [removed: 29, 2017,] [added: 28, 2018,] there were three company-operated stores in the Hong Kong Special Administrative [removed: Region] [added: Region, one company-operated store in the Taiwan Province,] and no company-operated stores in the [removed: Taiwan Province.] [added: Macao Special Administration Region.] |

We opened [removed: 46] [added: 36] net new [removed: lululemon branded] company-operated stores in fiscal [removed: 2017,] [added: 2018,] including [removed: 16] [added: 21] net new stores outside of North America.

[removed: In] [added: During] fiscal 2017, [removed: we closed three of our lululemon branded company-operated stores, and on August 20, 2017,] as part of the restructuring of our ivivva operations, we closed 48 of our 55 ivivva branded company-operated stores.

As we continue our [removed: evaluation] [added: evaluations] we may, in future periods, close or relocate additional company-operated stores.

In fiscal [removed: 2018,] [added: 2019,] our new store growth will come primarily from new company-operated stores in the United States and an acceleration in our company-operated store openings in Asia.

During fiscal [removed: 2017,] [added: 2018,] our company-operated stores open at least one year, which average approximately [removed: 3,012] [added: 3,030] square feet, averaged sales of [removed: $1,554] [added: $1,579] per square foot.

Direct to consumer is a substantial part of our business, representing [removed: approximately 21.8%] [added: 26.1%] of our net revenue in fiscal [removed: 2017.][added: 2018.]

Other net revenue accounted for [removed: 8.9%] [added: 9.2%] of total net revenue in fiscal [removed: 2017,] [added: 2018,] compared to [removed: 8.0%] [added: 8.9%] in fiscal [removed: 2016,] [added: 2017,] and [removed: 6.9%] [added: 8.0%] of total net revenue in fiscal [removed: 2015.][added: 2016.]

| • | Wholesale - Our wholesale accounts include premium yoga studios, health clubs, and fitness centers. We believe these premium wholesale locations offer an alternative distribution channel that is convenient for our core consumer and enhances the image of our brand. We do not intend wholesale to be a significant contributor to overall sales. Instead, we use the channel to build brand awareness, [removed: especially in new markets,] including those outside of North America. |

As of [removed: January 28, 2018,] [added: February 3, 2019,] there were three licensed retail locations in [added: Mexico, three in] the United Arab Emirates, [removed: one in Qatar,] and one in [removed: Mexico,] [added: Qatar,] which are not included in the above company-operated stores table.

We pursue a multi-faceted strategy which leverages our local teams and ambassadors, digital marketing and social media, in-store community boards, and [removed: a variety of grassroots initiatives.]

[removed: Our first global marketing campaign launched in fiscal 2017, and we] [added: We also] plan to continue to explore how we [added: can] complement and amplify our community-based initiatives with global brand-building activity.

Our product design and development efforts are led by a team of researchers, scientists, [removed: engineers] [added: engineers,] and designers based in Vancouver, British Columbia, partnering with international designers.

Our design and development team identifies trends based on market intelligence and research, proactively seeks the input of our guests and our [removed: ambassadors] [added: ambassadors,] and broadly seeks inspiration consistent with our goals of function, [removed: style] [added: style,] and technical superiority.

We develop proprietary fabrics and collaborate with leading fabric and trims suppliers to manufacture fabrics and trims that we ultimately protect through agreements, [removed: trademarks] [added: trademarks,] and trade-secrets.

We work with a group of approximately [removed: 47] [added: 44] vendors that manufacture our products, five of which produced approximately [removed: 64%] [added: 60%] of [added: our products in fiscal 2018.]

During fiscal [removed: 2017,] [added: 2018,] no single manufacturer produced more than [removed: 25%] [added: 21%] of our product offerings.

During fiscal [removed: 2017,] [added: 2018,] approximately [removed: 53%] [added: 58%] of our products were manufactured in South East Asia, approximately [removed: 25%] [added: 21%] in South Asia, approximately [removed: 10%] [added: 12%] in China, approximately 8% in the Americas, and the remainder in other regions.

| France | | 1 | | | — | |

| Sweden | | 1 | | | — | |

| Total company-operated stores | | 440 | | | 404 | |

During fiscal 2018, we closed three of our lululemon branded company-operated stores.

a variety of grassroots initiatives.

We have a mission to create transformational products and experiences which enable people to live a life they love, and have developed a brand for those pursuing an active, mindful lifestyle.

Segment information is included in Note 19 to our audited consolidated financial statements included in Item 8 of Part II of this report.

| lululemon | | | | | | |

| United States(1) | | 270 | | | 246 | |

| | | 397 | | | 351 | |

| ivivva | | | | | | |

| Canada | | 3 | | | 13 | |

| | | 7 | | | 55 | |

| Total | | 404 | | | 406 | |

The seven remaining ivivva branded stores remain in operation and are not expected to close.

our products in fiscal 2017.

names of several of our brands, slogans, fabrics and products.

The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549.

The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

Please see the legal proceedings described in Note 16 to our audited consolidated financial statements included in Item 8 of Part II of this report.

In addition to the legal matters described in Note 16 to our audited consolidated financial statements included in Item 8 of Part II of this report, we are, from time to time, involved in routine legal matters incidental to the conduct of our business, including legal matters such as initiation and defense of proceedings to protect intellectual property rights, personal injury claims, product liability claims, employment claims, and similar matters.

We believe the ultimate resolution of any such current proceeding will not have a material adverse effect on our continued financial position, results of operations or cash flows.

For the fiscal year ended [removed: January 28, 2018][added: February 3, 2019]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

| Non-accelerated filer | | o [removed: (Do not check if a smaller reporting company)] | | Smaller reporting company | | o |

The aggregate market value of the voting stock held by non-affiliates of the registrant on July [removed: 28, 2017] [added: 27, 2018] was approximately [removed: $4,703,000,000.][added: $11,537,000,000.]

Such aggregate market value was computed by reference to the closing price of the common stock as reported on the Nasdaq Global Select Market on July [removed: 28, 2017.][added: 27, 2018.]

For purposes of determining this amount only, the registrant has defined affiliates as including the executive officers, directors, and owners of 10% or more of the outstanding voting stock of the registrant on July [removed: 28, 2017.][added: 27, 2018.]

At March 21, [removed: 2018] [added: 2019] there were [removed: 125,679,588] [added: 123,280,140] shares of the registrant's common stock, par value $0.005 per share, outstanding.

At March 21, [removed: 2018,] [added: 2019,] there were outstanding [removed: 9,776,421] [added: 7,669,716] exchangeable shares of Lulu Canadian Holding, Inc., a wholly-owned subsidiary of the registrant.

In addition, at March 21, [removed: 2018,] [added: 2019,] the registrant had outstanding [removed: 9,776,421] [added: 7,669,716] 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.

Portions of the Proxy Statement for the [removed: 2018] [added: 2019] Annual Meeting of Stockholders have been incorporated by reference into Part III of this Annual Report on Form 10-K.

| Item 1. | [removed: [BUSINESS](#sDCE6D91C278E5AB6800A29F87DE3411D)] [added: [BUSINESS](#sC885FC5FAD495AC4B4AB6807458B7650)] | [removed: [1](#sDCE6D91C278E5AB6800A29F87DE3411D)] [added: [1](#sC885FC5FAD495AC4B4AB6807458B7650)] |

| Item 1A. | [RISK [removed: FACTORS](#s342CB58300BE538BB64EB7584FDC7416)] [added: FACTORS](#s4FD6EFC126675D3AA292AF42F7F50859)] | [removed: [6](#s342CB58300BE538BB64EB7584FDC7416)] [added: [5](#s4FD6EFC126675D3AA292AF42F7F50859)] |

| Item 2. | [removed: [PROPERTIES](#s51B4461BEB9456CB8F1BF02765A5F865)] [added: [PROPERTIES](#s2A4B1F0FDCEC579AABFDDEA91A4B7BA8)] | [removed: [15](#s51B4461BEB9456CB8F1BF02765A5F865)] [added: [14](#s2A4B1F0FDCEC579AABFDDEA91A4B7BA8)] |

| Item 3. | [LEGAL [removed: PROCEEDINGS](#s6BF658E5234D5F7C9DC7DFF54DCB3F0C)] [added: PROCEEDINGS](#sC056E710950F522C8632B7AA7ED8A647)] | [removed: [15](#s6BF658E5234D5F7C9DC7DFF54DCB3F0C)] [added: [15](#sC056E710950F522C8632B7AA7ED8A647)] |

| Item 5. | [MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#sEF2D907E3A1150FA9B527B65265E1213)] [added: SECURITIES](#sE603E39E8D435CEF9BD0616870C56676)] | [removed: [16](#sEF2D907E3A1150FA9B527B65265E1213)] [added: [16](#sE603E39E8D435CEF9BD0616870C56676)] |

| Item 6. | [SELECTED CONSOLIDATED FINANCIAL [removed: DATA](#sB36145D3098A5153860A891CCB1CC30A)] [added: DATA](#s2FF3279E74A058F3B2BA2CEEBE9E6AF8)] | [removed: [18](#sB36145D3098A5153860A891CCB1CC30A)] [added: [18](#s2FF3279E74A058F3B2BA2CEEBE9E6AF8)] |

| Item 7. | [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#s6C2F46D0ECCB5CD793C4CA26FEAF8D00)] [added: OPERATIONS](#sA56379AD58B2522489520E61542D14E0)] | [removed: [20](#s6C2F46D0ECCB5CD793C4CA26FEAF8D00)] [added: [19](#sA56379AD58B2522489520E61542D14E0)] |

| Item 7A. | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#s0CA1652DB0B35B138A19D8A8E5CBEDD4)] [added: RISK](#s91E37BA7C1675182978FFAD6EA9B99E0)] | [removed: [38](#s0CA1652DB0B35B138A19D8A8E5CBEDD4)] [added: [38](#s91E37BA7C1675182978FFAD6EA9B99E0)] |

| Item 8. | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#s0004231B68925F6A8491CF6D1D5F8552)] [added: DATA](#sDCA6EF5A963A5D05B877F8088787B29F)] | [removed: [40](#s0004231B68925F6A8491CF6D1D5F8552)] [added: [41](#sDCA6EF5A963A5D05B877F8088787B29F)] |

| | [INDEX FOR NOTES TO THE CONSOLIDATED FINANCIAL [removed: STATEMENTS](#s897B1C89E3505482B860D459AE981AA1)] [added: STATEMENTS](#sAD9201DB2C2F56828F5106A845B6A8F6)] | [removed: [48](#s897B1C89E3505482B860D459AE981AA1)] [added: [49](#sAD9201DB2C2F56828F5106A845B6A8F6)] |

| Item 9A. | [CONTROLS AND [removed: PROCEDURES](#s51EBEE8D27FD589EBEBA8464FE0E2D95)] [added: PROCEDURES](#sF3ED5E12D4055C158F09491250E2022C)] | [removed: [73](#s51EBEE8D27FD589EBEBA8464FE0E2D95)] [added: [76](#sF3ED5E12D4055C158F09491250E2022C)] |

| [PART [removed: III](#s86BC29D666FB5D23AB5D212C35C58323)] [added: III](#s6105F8D5513D594D9BA556D126F9742A)] | | |

| Item 10. | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#sD01557379FE15E0F910C5A124396661B)] [added: GOVERNANCE](#sF405695E4C9E59ECB7EE74B8E872FCEA)] | [removed: [75](#sD01557379FE15E0F910C5A124396661B)] [added: [77](#sF405695E4C9E59ECB7EE74B8E872FCEA)] |

| Item 11. | [EXECUTIVE [removed: COMPENSATION](#s52FFF05CAE39585C92F3D604F0A6D342)] [added: COMPENSATION](#sE7F8939C1DCB5827A46DADAFD467C8C1)] | [removed: [75](#s52FFF05CAE39585C92F3D604F0A6D342)] [added: [77](#sE7F8939C1DCB5827A46DADAFD467C8C1)] |

| Item 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#s1AAAE0A63D775AA0B054CCCF06096F2C)] [added: MATTERS](#sA6342A0A7BDA509985594F60725749A5)] | [removed: [75](#s1AAAE0A63D775AA0B054CCCF06096F2C)] [added: [77](#sA6342A0A7BDA509985594F60725749A5)] |

| Item 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#s49B925243E7857C1A8B8D2C3E0D3A56C)] [added: INDEPENDENCE](#sC02384E128E65A5DA12D52AB2AD41606)] | [removed: [75](#s49B925243E7857C1A8B8D2C3E0D3A56C)] [added: [77](#sC02384E128E65A5DA12D52AB2AD41606)] |

| Item 14. | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#s3D9B5BDCB6695A7FAF56F913FFE5ADF1)] [added: SERVICES](#sDBD295FFBA925AC58E489E53B51B4032)] | [removed: [76](#s3D9B5BDCB6695A7FAF56F913FFE5ADF1)] [added: [78](#sDBD295FFBA925AC58E489E53B51B4032)] |

| Item 15. | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULE](#s68839660A1E85853A0BE91D56CF6420F)] [added: SCHEDULE](#s9AF417A4F5B75EEA89918C7EE810B1CE)] | [removed: [77](#s68839660A1E85853A0BE91D56CF6420F)] [added: [79](#s9AF417A4F5B75EEA89918C7EE810B1CE)] |

10-K 1 lulu-20190203x10k.htm 10-K

| [PART I](#sDEF864CC53C856DA9DB5F0F3276ACC0A) | | |

| [PART II](#sE1C32534236D555083416C2F3197BBB6) | | |

| [PART IV](#s3041EAFC9B4D58F69DACA1967B27517E) | | |

10-K 1 lulu-20180128x10k.htm 10-K

(Check one):

| [PART I](#s43A9C853B0BD5D89A59CBB1EEB534D93) | | |

| [PART II](#s6F298920FEE75C14A95CF37DA1751C76) | | |

| [PART IV](#s5AB7255296DC5BD49EC1485EFF35FCA2) | | |

As of [removed: January 28, 2018,] [added: February 3, 2019,] we operated four distribution centers located in the United States, Canada, and Australia.

The general location, use and approximate size of our principal owned properties as of [removed: January 28, 2018,] [added: February 3, 2019,] are set forth below:

The general location, use, approximate size and lease renewal date of our principal non-retail leased properties as of [removed: January 28, 2018,] [added: February 3, 2019,] are set forth below:

| Vancouver, BC | | Executive and Administrative Offices | | [removed: 25,000] [added: 35,000] | | | June 2023 |

As of [removed: January 28, 2018,] [added: February 3, 2019,] we leased approximately [removed: 1.3] [added: 1.4] million gross square feet relating to [removed: 402] [added: 438] of our [removed: 404] [added: 440] stores.

During fiscal 2018, we entered into a new lease for an approximately 250,000 square foot distribution center in Toronto which expires in September 2033.

We expect this distribution center to be operational in fiscal 2019.

| Toronto, ON | | Distribution Center (Intended) | | 250,000 | | | September 2033 |

| Seattle, WA | | Executive and Administrative Offices | | 25,000 | | | December 2028 |

During fiscal 2017 we completed the relocation of our distribution center facilities in Vancouver, BC to a new 155,000 square foot leased premises in Vancouver, BC.

Our common stock is quoted on the Nasdaq Global Select Market under the symbol "LULU." [removed: The following table sets forth, for the periods indicated, the high and low closing sale prices of our common stock reported by the Nasdaq Global Select Market for the last two fiscal years:]

As of March 21, [removed: 2018,] [added: 2019,] there were approximately [removed: 800] [added: 850] holders of record of our common stock.

We [removed: have never declared or paid any cash dividends on our common stock and] do not anticipate paying any cash dividends on our common [removed: stock.][added: stock in the foreseeable future.]

The graph set forth below compares the cumulative total stockholder return on our common stock between February [removed: 3, 2013] [added: 2, 2014] (the date of our fiscal year end five years ago) and [removed: January 28, 2018,] [added: February 3, 2019,] with the cumulative total return of (i) the S&P 500 Index and (ii) S&P 500 Apparel, Accessories & Luxury Goods Index, over the same period.

This graph assumes the investment of $100 on February [removed: 3, 2013] [added: 2, 2014] at the closing sale price our common stock, the S&P 500 Index and the S&P Apparel, Accessories & Luxury Goods Index and assumes the reinvestment of dividends, if any.

[removed: ][added: ]

| | | [removed: 03-Feb-13 | | | |] 02-Feb-14 | | | | 01-Feb-15 | | | | 31-Jan-16 | | | | 29-Jan-17 | | | | 28-Jan-18 | | | [added: | 03-Feb-19 | | |]

| S&P 500 Apparel, Accessories & Luxury Goods Index | | $ | 100.00 | | | $ | [removed: 114.44] [added: 102.59] | | | $ | [removed: 117.40] [added: 84.89] | | | $ | [removed: 97.15] [added: 71.22] | | | $ | [removed: 81.50] [added: 92.70] | | | $ | [removed: 106.09] [added: 81.68] | |

The following table provides information regarding our purchases of shares of our common stock during the [removed: thirteen] [added: fourteen] weeks ended [removed: January 28, 2018] [added: February 3, 2019] related to our stock repurchase program:

| (1) | Monthly information is presented by reference to our fiscal periods during our fourth quarter of fiscal [removed: 2017.] [added: 2018.] |

[removed: | (2) | Our stock repurchase program was approved by our board of directors in November 2017.] Common shares [removed: generally are] repurchased [removed: in] [added: on] the open market [added: are] at prevailing market prices, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of [removed: 1934, with the timing and actual number of common shares repurchased depending upon market conditions, eligibility to trade, and other factors. The repurchases are expected to be completed by November 2019, and the maximum dollar value of shares to be repurchased is $200 million. |][added: 1934.]

The following table provides information regarding our purchases of shares of our common stock during the [removed: thirteen] [added: fourteen] weeks ended [removed: January 28, 2018] [added: February 3, 2019] related to our Employee Share Purchase Plan:

| lululemon athletica inc. | | $ | 100.00 | | | $ | 144.98 | | | $ | 135.85 | | | $ | 146.25 | | | $ | 173.08 | | | $ | 319.81 | |

| S&P 500 Index | | $ | 100.00 | | | $ | 111.92 | | | $ | 108.84 | | | $ | 128.73 | | | $ | 161.16 | | | $ | 151.83 | |

| October 29, 2018 - November 25, 2018 | | 15,687 | | | $ | 129.96 | | | 15,687 | | | $ | 182,635,986 | |

| November 26, 2018 - December 30, 2018 | | 914,577 | | | 116.32 | | | | 914,577 | | | 76,254,474 | | |

| December 31, 2018 - February 3, 2019 | | 590,261 | | | 128.00 | | | | 590,261 | | | 500,700,020 | | |

| Total | | 1,520,525 | | | | | | | 1,520,525 | | | | | |

| (2) | A stock repurchase program was approved by our board of directors in November 2017 for the repurchase of up to $200 million common shares and in June 2018, our board of directors approved an increase to this stock repurchase program, authorizing the repurchase of up to a total of $600 million of our common shares. |

On January 31, 2019, our board of directors approved a new stock repurchase program of up to $500 million of our common shares on the open market or in privately negotiated transactions.

The timing and actual number of common shares to be repurchased will depend upon market conditions, eligibility to trade, and other factors.

The repurchases are expected to be completed by January 2021.

| October 29, 2018 - November 25, 2018 | | 6,379 | | | $ | 138.75 | | | 6,379 | | | 4,822,523 | |

| November 26, 2018 - December 30, 2018 | | 10,708 | | | 124.13 | | | | 10,708 | | | 4,811,815 | |

| December 31, 2018 - February 3, 2019 | | 6,692 | | | 140.66 | | | | 6,692 | | | 4,805,123 | |

| Total | | 23,779 | | | | | | | 23,779 | | | | |

| (1) | Monthly information is presented by reference to our fiscal periods during our fourth quarter of fiscal 2018. |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Common Stock Price (Nasdaq Global Select Market) | | | | | | |

| | | High | | | | Low | | |

| Fiscal Year Ended January 28, 2018 | | | | | | | | |

| Fourth Quarter | | $ | 79.85 | | | $ | 60.24 | |

| Third Quarter | | 63.83 | | | | 57.39 | | |

| Second Quarter | | 62.02 | | | | 47.91 | | |

| First Quarter | | 67.76 | | | | 49.43 | | |

| Fiscal Year Ended January 29, 2017 | | | | | | | | |

| Fourth Quarter | | $ | 69.90 | | | $ | 54.61 | |

| Third Quarter | | 80.65 | | | | 54.88 | | |

| Second Quarter | | 77.80 | | | | 60.07 | | |

| First Quarter | | 68.69 | | | | 56.88 | | |

| lululemon athletica inc. | | $ | 100.00 | | | $ | 67.33 | | | $ | 97.61 | | | $ | 91.47 | | | $ | 98.47 | | | $ | 116.53 | |

| S&P 500 Index | | $ | 100.00 | | | $ | 117.81 | | | $ | 131.84 | | | $ | 128.22 | | | $ | 151.65 | | | $ | 189.86 | |

| October 30, 2017 - November 26, 2017 | | — | | | $ | — | | | — | | | $ | — | |

| November 27, 2017 - December 31, 2017 | | 13,317 | | | 74.56 | | | | 13,317 | | | 199,007,128 | | |

| January 1, 2018 - January 28, 2018 | | — | | | — | | | | — | | | 199,007,128 | | |

| Total | | 13,317 | | | | | | | 13,317 | | | | | |

| October 30, 2017 - November 26, 2017 | | 10,476 | | | $ | 63.56 | | | 10,476 | | | 4,918,281 | |

| November 27, 2017 - December 31, 2017 | | 13,974 | | | 73.70 | | | | 13,974 | | | 4,904,307 | |

| January 1, 2018 - January 28, 2018 | | 8,276 | | | 78.95 | | | | 8,276 | | | 4,896,031 | |

| Total | | 32,726 | | | | | | | 32,726 | | | | |

The selected consolidated financial data set forth below is derived from our consolidated financial statements and should be read in conjunction with our [added: audited] consolidated financial statements [removed: for the years ended January 28, 2018, January 29, 2017, January 31, 2016, February 1, 2015] and [removed: February 2, 2014.][added: notes included in Item 8 of Part II of this report as well as "Item 7.]

| | | [added: February 3, 2019 | | | |] January 28, 2018 | | | | January 29, 2017 | | | | January 31, 2016 | | | | February 1, 2015 | | | [removed: | February 2, 2014 | | |]

| Net revenue | | $ | [removed: 2,649,181] [added: 3,288,319] | | | $ | [removed: 2,344,392] [added: 2,649,181] | | | $ | [removed: 2,060,523] [added: 2,344,392] | | | $ | [removed: 1,797,213] [added: 2,060,523] | | | $ | [removed: 1,591,188] [added: 1,797,213] | |

| Cost of goods sold | | [removed: 1,250,391] [added: 1,472,032] | | | | [removed: 1,144,775] [added: 1,250,391] | | | | [removed: 1,063,357] [added: 1,144,775] | | | | [removed: 883,033] [added: 1,063,357] | | | | [removed: 751,112] [added: 883,033] | | |

| Gross profit | | [removed: 1,398,790] [added: 1,816,287] | | | | [removed: 1,199,617] [added: 1,398,790] | | | | [removed: 997,166] [added: 1,199,617] | | | | [removed: 914,180] [added: 997,166] | | | | [removed: 840,076] [added: 914,180] | | |

| Selling, general and administrative expenses | | [removed: 904,264] [added: 1,110,451] | | | | [removed: 778,465] [added: 904,264] | | | | [removed: 628,090] [added: 778,465] | | | | [removed: 538,147] [added: 628,090] | | | | [removed: 448,718] [added: 538,147] | | |

| Asset impairment and restructuring costs | | [removed: 38,525] [added: —] | | | | [removed: —] [added: 38,525] | | | | — | | | | — | | | | — | | |

| Income from operations | | [removed: 456,001] [added: 705,836] | | | | [removed: 421,152] [added: 456,001] | | | | [removed: 369,076] [added: 421,152] | | | | [removed: 376,033] [added: 369,076] | | | | [removed: 391,358] [added: 376,033] | | |

| Other income (expense), net | | [added: 9,414 | | | |] 3,997 | | | | 1,577 | | | | (581 | | ) | | 7,102 | | | [removed: | 5,768 | | |]

| Income before income tax expense | | [removed: 459,998] [added: 715,250] | | | | [removed: 422,729] [added: 459,998] | | | | [removed: 368,495] [added: 422,729] | | | | [removed: 383,135] [added: 368,495] | | | | [removed: 397,126] [added: 383,135] | | |

| Income tax expense | | [removed: 201,336] [added: 231,449] | | | | [removed: 119,348] [added: 201,336] | | | | [removed: 102,448] [added: 119,348] | | | | [removed: 144,102] [added: 102,448] | | | | [removed: 117,579] [added: 144,102] | | |

| Net income | | $ | [removed: 258,662] [added: 483,801] | | | $ | [removed: 303,381] [added: 258,662] | | | $ | [removed: 266,047] [added: 303,381] | | | $ | [removed: 239,033] [added: 266,047] | | | $ | [removed: 279,547] [added: 239,033] | |

| Foreign currency translation adjustment | | [removed: 58,577] [added: (73,885] | | [added: )] | | [removed: 36,703] [added: 58,577] | | | | [removed: (64,796] [added: 36,703] | | [removed: )] | | [removed: (105,339] [added: (64,796] | | ) | | [removed: (89,158] [added: (105,339] | | ) |

| Comprehensive income | | $ | [removed: 317,239] [added: 409,916] | | | $ | [removed: 340,084] [added: 317,239] | | | $ | [removed: 201,251] [added: 340,084] | | | $ | [removed: 133,694] [added: 201,251] | | | $ | [removed: 190,389] [added: 133,694] | |

| Basic earnings per share | | $ | [removed: 1.90] [added: 3.63] | | | $ | [removed: 2.21] [added: 1.90] | | | $ | [removed: 1.90] [added: 2.21] | | | $ | [removed: 1.66] [added: 1.90] | | | $ | [removed: 1.93] [added: 1.66] | |

| Diluted earnings per share | | $ | [removed: 1.90] [added: 3.61] | | | $ | [removed: 2.21] [added: 1.90] | | | $ | [removed: 1.89] [added: 2.21] | | | $ | [removed: 1.66] [added: 1.89] | | | $ | [removed: 1.91] [added: 1.66] | |

| Basic weighted-average number of shares outstanding | | [removed: 135,988] [added: 133,413] | | | | [removed: 137,086] [added: 135,988] | | | | [removed: 140,365] [added: 137,086] | | | | [removed: 143,935] [added: 140,365] | | | | [removed: 144,913] [added: 143,935] | | |

| Diluted weighted-average number of shares outstanding | | [removed: 136,198] [added: 133,971] | | | | [removed: 137,302] [added: 136,198] | | | | [removed: 140,610] [added: 137,302] | | | | [removed: 144,298] [added: 140,610] | | | | [removed: 146,043] [added: 144,298] | | |

| Cash and cash equivalents | | $ | [removed: 990,501] [added: 881,320] | | | $ | [removed: 734,846] [added: 990,501] | | | $ | [removed: 501,482] [added: 734,846] | | | $ | [removed: 664,479] [added: 501,482] | | | $ | [removed: 698,649] [added: 664,479] | |

| Inventories | | [removed: 329,562] [added: 404,842] | | | | [removed: 298,432] [added: 329,562] | | | | [removed: 284,009] [added: 298,432] | | | | [removed: 208,116] [added: 284,009] | | | | [removed: 188,790] [added: 208,116] | | |

| Total assets | | [removed: 1,998,483] [added: 2,084,711] | | | | [removed: 1,657,541] [added: 1,998,483] | | | | [removed: 1,314,077] [added: 1,657,541] | | | | [removed: 1,296,213] [added: 1,314,077] | | | | [removed: 1,252,388] [added: 1,296,213] | | |

| Total stockholders' equity | | [removed: 1,596,960] [added: 1,445,975] | | | | [removed: 1,359,973] [added: 1,596,960] | | | | [removed: 1,027,482] [added: 1,359,973] | | | | [removed: 1,089,568] [added: 1,027,482] | | | | [removed: 1,096,682] [added: 1,089,568] | | |

Management's Discussion and Analysis of Financial Condition and Results of Operations".

| | | February 3, 2019 | | | | January 28, 2018 | | | | January 29, 2017 | | | | January 31, 2016 | | | | February 1, 2015 | | |

The consolidated statement of operations and comprehensive income data for each of the years ended January 28, 2018, January 29, 2017 and January 31, 2016 and the consolidated balance sheet data as of January 28, 2018 and January 29, 2017 is derived from, and qualified by reference to, our audited consolidated financial statements and related notes appearing elsewhere in this Annual Report.

| [Report of Independent Registered Public Accounting [removed: Firm](#s93B91D3F6AF15691ACD1C16EEB3F3D97)] [added: Firm](#s9CC6D2E963B85E9084CE899B0556DD6B)] | [removed: [41](#s93B91D3F6AF15691ACD1C16EEB3F3D97)] [added: [42](#s9CC6D2E963B85E9084CE899B0556DD6B)] |

| [Consolidated Balance [removed: Sheets](#sE3492C757FA55509A9924B2817483131)] [added: Sheets](#sE5E71B068173598BB5E4BB43AD03CD8B)] | [removed: [43](#sE3492C757FA55509A9924B2817483131)] [added: [44](#sE5E71B068173598BB5E4BB43AD03CD8B)] |

| [Consolidated Statements of Operations and Comprehensive [removed: Income](#sB2B3A7A7B6B059A6B31A6DC4C86867F2)] [added: Income](#s4AB03FF2C47756DD9637E3B87F805CE3)] | [removed: [44](#sB2B3A7A7B6B059A6B31A6DC4C86867F2)] [added: [45](#s4AB03FF2C47756DD9637E3B87F805CE3)] |

| [Consolidated Statements of Stockholders' [removed: Equity](#s29F2DB5074C05794A556D92A7D6FD0C6)] [added: Equity](#s21B7389291745FA9AF0341908CFBC8AB)] | [removed: [45](#s29F2DB5074C05794A556D92A7D6FD0C6)] [added: [46](#s21B7389291745FA9AF0341908CFBC8AB)] |

| [Consolidated Statements of Cash [removed: Flows](#s8DA364BE4201588FB055E5ED4DF6762F)] [added: Flows](#sDF926981EE6B5E94A0DB23AFA978E8B5)] | [removed: [47](#s8DA364BE4201588FB055E5ED4DF6762F)] [added: [48](#sDF926981EE6B5E94A0DB23AFA978E8B5)] |

| [Index for Notes to the Consolidated Financial [removed: Statements](#s897B1C89E3505482B860D459AE981AA1)] [added: Statements](#sAD9201DB2C2F56828F5106A845B6A8F6)] | [removed: [48](#s897B1C89E3505482B860D459AE981AA1)] [added: [49](#sAD9201DB2C2F56828F5106A845B6A8F6)] |

We have audited the [removed: accompanying] consolidated balance sheets of lululemon athletica inc. and its [removed: subsidiaries,] [added: subsidiaries] (together, the Company) as of [removed: January 28, 2018] [added: February 3, 2019] and January [removed: 29, 2017,] [added: 28, 2018,] and the related consolidated statements of operations and comprehensive income, stockholders' equity and cash flows for [added: the 53 week period ended February 3, 2019 and] each of the 52 week periods ended January 28, [removed: 2018, January 29, 2017] [added: 2018] and January [removed: 31, 2016,] [added: 29, 2017,] including the related [removed: notes] [added: notes, listed in the index appearing under Item 15(a)(1)] and the financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the [removed: "consolidated] [added: consolidated] financial [removed: statements").][added: statements).]

We also have audited the Company's internal control over financial reporting as of [removed: January 28, 2018,] [added: February 3, 2019,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of [removed: January 28, 2018] [added: February 3, 2019] and January [removed: 29, 2017,] [added: 28, 2018,] and their results of operations and their cash flows for [added: the 53 week period ended February 3, 2019 and] each of the 52 week periods ended January 28, [removed: 2018,] [added: 2018 and] January 29, 2017, [removed: and January 31, 2016] in conformity with accounting principles generally accepted in the United States of America (US GAAP).

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of [removed: January 28, 2018,] [added: February 3, 2019,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in [added: the accompanying] Management's Annual Report on Internal Control over Financial Reporting, appearing under [removed: item] [added: Item] 9A.

| | | [added: February 3, 2019 | | | |] January 28, 2018 | | | | January 29, 2017 | | |

| Cash and cash [removed: equivalents] [added: equivalents, beginning of period] | | $ | 990,501 | | | $ | 734,846 | | [added: | $ | 501,482 | |]

| Accounts receivable | | [removed: 19,173] [added: 35,786] | | | | [removed: 9,200] [added: 19,173] | | |

| Inventories | | [removed: 329,562] [added: 404,842] | | | | [removed: 298,432] [added: 329,562] | | |

| Prepaid and receivable income taxes | | [removed: 48,948] [added: 49,385] | | | | [removed: 81,190] [added: 48,948] | | |

| Other prepaid expenses and other current assets | | [removed: 48,098] [added: 57,949] | | | | [removed: 39,069] [added: 48,098] | | |

| | | [removed: 1,436,282] [added: 1,429,282] | | | | [removed: 1,162,737] [added: 1,436,282] | | |

| Property and equipment, net | | [removed: 473,642] [added: 567,237] | | | | [removed: 423,499] [added: 473,642] | | |

| Goodwill and intangible assets, net | | [removed: 24,679] [added: 24,239] | | | | [removed: 24,557] [added: 24,679] | | |

| Deferred income tax assets | | [removed: 32,491] [added: 26,549] | | | | [removed: 26,256] [added: 32,491] | | |

| Other non-current assets | | [removed: 31,389] [added: 37,404] | | | | [removed: 20,492] [added: 31,389] | | |

| Accounts payable | | $ | [removed: 24,646] [added: 95,533] | | | $ | [removed: 24,846] [added: 24,646] | |

| Accrued inventory liabilities | | [removed: 13,027] [added: 16,241] | | | | [removed: 8,601] [added: 13,027] | | |

| Accrued compensation and related expenses | | [removed: 70,141] [added: 109,181] | | | | [removed: 55,238] [added: 70,141] | | |

| Current income taxes payable | | [removed: 15,700] [added: 67,412] | | | | [removed: 30,290] [added: 15,700] | | |

| Unredeemed gift card liability | | [removed: 82,668] [added: 99,412] | | | | [removed: 70,454] [added: 82,668] | | |

| Lease termination liabilities | | [added: (3,860 | | ) | |] 6,427 | | | | — | | |

| [removed: Other current liabilities | | 79,989 | | | | 52,561] [added: Note 6] | [added: [Other Current Liabilities](#s1AE529D6E39F554BB060F84F046090D7)] | [added: [59](#s1AE529D6E39F554BB060F84F046090D7)] |

| Non-current income taxes payable | | [removed: 48,268] [added: 42,099] | | | | [removed: —] [added: 48,268] | | |

| Deferred income tax liabilities | | [removed: 1,336] [added: 14,249] | | | | [removed: 7,262] [added: 1,336] | | |

| Other non-current liabilities | | [removed: 59,321] [added: 81,911] | | | | [removed: 48,316] [added: 59,321] | | |

| Exchangeable stock, no par value: 60,000 shares authorized; [removed: 9,781] [added: 9,332] and 9,781 issued and outstanding | | — | | | | — | | |

| Special voting stock, $0.000005 par value: 60,000 shares authorized; [removed: 9,781] [added: 9,332] and 9,781 issued and outstanding | | — | | | | — | | |

| Common stock, $0.005 par value: 400,000 shares authorized; [removed: 125,650] [added: 121,600] and [removed: 127,304] [added: 125,650] issued and outstanding | | [removed: 628] [added: 608] | | | | [removed: 637] [added: 628] | | |

| Additional paid-in capital | | [removed: 284,253] [added: 315,285] | | | | [removed: 266,622] [added: 284,253] | | |

| Retained earnings | | [removed: 1,455,002] [added: 1,346,890] | | | | [removed: 1,294,214] [added: 1,455,002] | | |

| Accumulated other comprehensive loss | | [removed: (142,923] [added: (216,808] | | ) | | [removed: (201,500] [added: (142,923] | | ) |

| | | [removed: January 28, 2018] [added: February 3, 2019] | | | | January [removed: 29, 2017] [added: 28, 2018] | | | | January [removed: 31, 2016] [added: 29, 2017] | | |

| Net revenue | | $ | [removed: 2,649,181] [added: 3,288,319] | | | $ | [removed: 2,344,392] [added: 2,649,181] | | | $ | [removed: 2,060,523] [added: 2,344,392] | |

| March 27, 2019 |

| | | February 3, 2019 | | | | January 28, 2018 | | |

| | | $ | 2,084,711 | | | $ | 1,998,483 | |

| | | 500,477 | | | | 292,598 | | |

| | | 638,736 | | | | 401,523 | | |

| Commitments and contingencies | | | | | | | | |

| | | 1,445,975 | | | | 1,596,960 | | |

| | | $ | 2,084,711 | | | $ | 1,998,483 | |

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

| Net income | | | | | | | | | | | | | | | | | | | | | | | 483,801 | | | | | | | | 483,801 | | |

| Repurchase of common stock | | | | | | | | | | | | (4,940 | ) | | (25 | | ) | | (6,402 | | ) | | (591,913 | | ) | | | | | | (598,340 | | ) |

| Balance at February 3, 2019 | | 9,332 | | | 9,332 | | | $ | — | | | 121,600 | | | $ | 608 | | | $ | 315,285 | | | $ | 1,346,890 | | | $ | (216,808 | ) | | $ | 1,445,975 | |

| Net income | | $ | 483,801 | | | $ | 258,662 | | | $ | 303,381 | |

| Other financing activities | | (745 | | ) | | — | | | | (923 | | ) |

| Note 19 | [Segmented Information and Disaggregated Net Revenue](#sBADCC4C41EC25451BDD3FE77D9826EFB) | [73](#sBADCC4C41EC25451BDD3FE77D9826EFB) |

Fiscal 2018 was a 53 week year.

Revenue is recognized when performance obligations are satisfied through the transfer of control of promised goods to the Company's customers.

Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the benefits from, the product.

This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer acceptance.

Direct to consumer revenue and sales to wholesale accounts are recognized upon receipt by the customer.

In certain arrangements the Company receives payment before the customer receives the promised good.

These payments are initially recorded as deferred revenue, and recognized as revenue in the period when control is transferred to the customer.

Revenue is presented net of an allowance for estimated returns, which is based on historic experience.

The Company's liability for sales return refunds is recognized within other current liabilities, and an asset for the value of inventory which is expected to be returned is recognized within other prepaid expenses and other current assets on the consolidated balance sheets.

Shipping fees billed to customers are recorded as revenue, and shipping costs are recognized within selling, general and administrative expenses in the same period the related revenue is recognized.

Based on historical experience, and to the extent there is no requirement to remit unclaimed card balances to government agencies, an estimate of the gift card balances that will never be redeemed is recognized as revenue in proportion to gift cards which have been redeemed.

See Note 19 of these consolidated financial statements for disaggregated net revenue by channel and geographic area.

The fair value of awards granted is estimated at the date of grant.

Awards settled in cash or common stock at the election of the employee are remeasured to fair value at the end of each reporting period until settlement.

Restricted stock units that are settled in cash or common stock at the election of the employee are remeasured to fair value at the end of each reporting period until settlement.

This fair value is based on the closing price of the Company's common stock on the last business day before each period end.

The Company adopted ASC 606 on January 29, 2018 on a modified retrospective basis.

There were no changes to the consolidated statement of operations as a result of the adoption, and the timing and amount of its revenue recognition remained substantially unchanged under this new guidance.

The Company's liability for sales return refunds is recognized within other current liabilities, and the Company now presents an asset for the value of inventory which is expected to be returned within other prepaid expenses and other current assets on the consolidated balance sheets.

Under the modified retrospective approach, the comparative prior period information has not been restated for this change.

The effect of adoption of ASC 606 on the Company's consolidated balance sheet as of February 3, 2019 was as follows:

| | | February 3, 2019 | | | | | | | | | | |

| | | As Reported | | | | Adjustment for ASC 606 | | | | Balances Without Adoption of ASC 606 | | |

| Current assets | | 1,429,282 | | | | (3,719 | | ) | | 1,425,563 | | |

| Total assets | | 2,084,711 | | | | (3,719 | | ) | | 2,080,992 | | |

| March 26, 2018 |

| | | $ | 1,998,483 | | | $ | 1,657,541 | |

| | | 292,598 | | | | 241,990 | | |

| | | 401,523 | | | | 297,568 | | |

| | | 1,596,960 | | | | 1,359,973 | | |

| Balance at February 1, 2015 | | 9,833 | | | 9,833 | | | $ | — | | | 132,112 | | | $ | 661 | | | $ | 241,695 | | | $ | 1,020,619 | | | $ | (173,407 | ) | | $ | 1,089,568 | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | 266,047 | | | | | | | | 266,047 | | |

| Tax benefits from stock-based compensation | | | | | | | | | | | | | | | | | | | (1,202 | | ) | | | | | | | | | | (1,202 | | ) |

| Repurchase of common stock | | | | | | | | | | | | (4,959 | ) | | (26 | | ) | | (7,016 | | ) | | (267,151 | | ) | | | | | | (274,193 | | ) |

| Registration fees associated with prospectus supplement | | | | | | | | | | | | | | | | | | | (145 | | ) | | | | | | | | | | (145 | | ) |

| Other non-current assets | | 9,194 | | | | (8,958 | | ) | | (4,835 | | ) |

| Registration fees associated with prospectus supplement | | — | | | | — | | | | (145 | | ) |

| Deferred debt financing costs | | — | | | | (923 | | ) | | — | | |

| Note 19 | [Segmented Financial Information](#sF6DFDF6A092250C8B750CD5D6729DD52) | [70](#sF6DFDF6A092250C8B750CD5D6729DD52) |

| Note 21 | [Subsequent Event](#sf57dde4ac2d44beb8919469e5745db89) | [73](#sf57dde4ac2d44beb8919469e5745db89) |

The seven remaining ivivva branded stores remain in operation and are not expected to close.

This includes retrospectively adjusting the consolidated statements of cash flows for fiscal 2016 and fiscal 2015 to reclassify excess tax benefits (losses) from financing activities to operating activities, as outlined in Note 2 of these consolidated financial statements.

The Company wrote-off $16.4 million, $16.1 million, and $14.2 million of inventory in fiscal 2017, fiscal 2016, and fiscal 2015, respectively.

Receipts from the sale of gift cards are treated as deferred revenue.

Amounts received in respect of gift cards are recorded as an unredeemed gift card liability.

Sales of apparel to customers through the Company's retail websites and mobile apps are recognized when delivery has occurred, and collection is reasonably assured, net of an estimated allowance for sales returns.

Sales of apparel to wholesale accounts are recognized when delivery has occurred and collection is reasonably assured.

Outstanding customer balances are included in unredeemed gift card liability on the consolidated balance sheets.

There are no expiration dates on the Company's gift cards, and lululemon does not charge any service fees that cause a decrement to customer balances.

performance-based restricted stock units that have satisfied their performance factor, restricted shares, and restricted stock units using the treasury stock method.

In July 2015, the FASB amended ASC Topic 330, Inventory to simplify the measurement of inventory.

The amendments require that an entity measure inventory at the lower of cost and net realizable value instead of the lower of cost and market.

In March 2016, the FASB amended ASC Topic 718, Stock Compensation simplifying the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.

The new guidance also allows an entity to account for forfeitures when they occur.

The Company adopted this amendment in the first quarter of fiscal 2017 and elected to continue to estimate expected forfeitures.

The Company is now required to include excess tax benefits and deficiencies as a component of income tax expense, rather than a component of stockholders' equity.

Additionally, the Company retrospectively adjusted its consolidated statements of cash flows for fiscal 2016 and fiscal 2015 to reclassify excess tax benefits (losses) of $1.3 million and $(1.2) million, respectively, from financing activities to operating activities.

This ASU supersedes the revenue recognition requirements in ASC Topic 605 Revenue Recognition, including most industry-specific revenue recognition guidance.

The FASB has also issued several related updates which are required to be adopted concurrently with ASU 2014-09.

The Company has performed an analysis of the impact of ASC 606 and does not believe that the adoption of this new guidance will materially impact the timing, or amount, of its revenue recognition.

The Company uses the redemption recognition method for recognizing revenue for gift card breakage, and the methodology to be used under ASC 606 is consistent with the Company's past practice.

The Company plans to adopt this guidance on a modified retrospective basis.

This guidance will be effective for the Company beginning in its first quarter of fiscal 2019, with early application permitted.

The Company will adopt ASC 842 in its first quarter of fiscal 2019.

The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements, processes, and controls.

Based on this evaluation, management concluded that we maintained effective internal control over financial reporting as of [removed: January 28,][added: February 3, 2019.]

The effectiveness of our internal control over financial reporting as of [removed: January 28, 2018] [added: February 3, 2019] has been audited by PricewaterhouseCoopers LLP our independent registered public accounting firm, as stated in their report in Item 8 of Part II of this Form 10-K.

There were no changes in our internal control over financial reporting during the fourth quarter of the fiscal year ended [removed: January 28, 2018] [added: February 3, 2019] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2018.

The information required by this item concerning our directors, director nominees and Section 16 beneficial ownership reporting compliance is incorporated by reference to our definitive Proxy Statement for our [removed: 2018] [added: 2019] Annual Meeting of Stockholders under the captions "Election of Directors," "Section 16(a) Beneficial Ownership Reporting Compliance," "Executive Officers" and "Corporate Governance."

We have adopted a written code of business conduct and ethics, which applies to all of our directors, [removed: officers] [added: officers,] and employees, including our principal executive officer and our principal financial and accounting officer.

Our [added: Global] Code of Business Conduct and Ethics is available on our website, www.lululemon.com, and can be obtained by writing to Investor Relations, lululemon athletica inc., 1818 Cornwall Avenue, Vancouver, British Columbia, Canada V6J 1C7 or by sending an email to investors@lululemon.com.

Any amendments, other than technical, [removed: administrative] [added: administrative,] or other non-substantive amendments, to our [added: Global] Code of Business Conduct and Ethics or waivers from the provisions of the [added: Global] Code of Business Conduct and Ethics for our principal executive officer and our principal financial and accounting officer will be promptly disclosed on our website following the effective date of such amendment or waiver.

The information required by this item is incorporated by reference to our [removed: 2018] [added: 2019] Proxy Statement under the captions "Executive Compensation" and "Executive Compensation Tables."

The information required by this item is incorporated by reference to our [removed: 2018] [added: 2019] Proxy Statement under the caption "Principal Stockholders and Stock Ownership by Management."

Equity Compensation Plan Information (as of [removed: January 28, 2018)][added: February 3, 2019)]

| (1) | This amount represents the following: (a) [removed: 1,117,048] [added: 869,865] shares subject to outstanding options, (b) [removed: 328,660] [added: 279,697] shares subject to outstanding performance-based restricted stock units, [removed: and] (c) [removed: 426,977] [added: 440,020] shares subject to outstanding restricted stock [removed: units.] [added: units, and (d) 43,901 shares subject to outstanding restricted stock units that settle in cash or common stock at the election of the employee.] The options, performance-based restricted stock units and restricted stock units are all under our 2007 Equity Incentive Plan or our 2014 Equity Incentive Plan. Restricted shares outstanding under our 2014 Equity Incentive Plan have already been reflected in our total outstanding common stock balance. |

| (3) | This includes (a) [removed: 13,815,668] [added: 13,514,997] shares of our common stock available for future issuance under our 2014 Equity Incentive Plan and (b) [removed: 4,896,031] [added: 4,805,123] shares of our common stock available for future issuance under our Employee Share Purchase Plan. The number of shares remaining available for future issuance under our 2014 Equity Incentive Plan is reduced by 1.7 shares for each award other than stock options granted and by one share for each stock option award granted. Outstanding awards that expire or are canceled without having been exercised or settled in full are available for issuance again under our 2014 Equity Incentive Plan and shares that are withheld in satisfaction of tax withholding obligations for full value awards are also again available for issuance. No further awards may be issued under the predecessor plan, our 2007 Equity Incentive Plan. |

| Equity compensation plans approved by stockholders | | 1,633,483 | | | $ | 73.34 | | | 18,320,120 | |

| Total | | 1,633,483 | | | $ | 73.34 | | | 18,320,120 | |

| Equity compensation plans approved by stockholders | | 1,872,685 | | | $ | 56.44 | | | 18,711,699 | |

| Total | | 1,872,685 | | | $ | 56.44 | | | 18,711,699 | |

The information required by this item is incorporated by reference to our [removed: 2018] [added: 2019] Proxy Statement under the captions "Certain Relationships and Related Party Transactions" and "Corporate Governance."

The information required by this item is incorporated by reference to our [removed: 2018] [added: 2019] Proxy Statement under the caption "Fees for Professional Services."

| For the year ended January [removed: 31, 2016] [added: 29, 2017] | | $ | [removed: (1,324] [added: (91] | ) | | $ | [removed: (5,633] [added: —] | [removed: )] | | $ | [removed: 6,530] [added: —] | | | $ | [removed: (427] [added: (91] | ) |

| For the year ended January 29, 2017 | | [removed: (427] [added: $] | [added: (427] | ) | | [removed: (5,168] [added: $] | [added: (5,168] | ) | | [added: $ |] 5,260 | | | [added: $] | (335 | [removed: |] ) |

| For the year ended January [removed: 31, 2016] [added: 29, 2017] | | $ | [removed: (3,605] [added: (5,156] | ) | | $ | [removed: (3,139] [added: (3,200] | ) | | $ | [removed: 1,588] [added: 3,343] | | | $ | [removed: (5,156] [added: (5,013] | ) |

| For the year ended January 29, 2017 | | [removed: (5,156] [added: $] | [added: (4,459] | ) | | [removed: (3,200] [added: $] | [added: (269] | ) | | [removed: 3,343] [added: $] | [added: —] | | | [removed: (5,013] [added: $] | [added: (4,728] | ) |

| For the year ended January [removed: 31, 2016] [added: 29, 2017] | | $ | [removed: (1,068] [added: (1,199] | ) | | $ | [removed: (12,790] [added: (13,915] | ) | | $ | [removed: 12,659] [added: 12,806] | | | $ | [removed: (1,199] [added: (2,308] | ) |

| [removed: 3.3] [added: 3.5] | | [Bylaws of lululemon athletica inc.](http://www.sec.gov/Archives/edgar/data/1397187/000139718715000039/lulu-20150603xex31.htm) | | | | 8-K | | 3.1 | | 001-33608 | | 6/5/2015 |

| 10.15* | | [Outside Director Compensation [removed: Plan](http://www.sec.gov/Archives/edgar/data/1397187/000139718717000008/lulu-20170129xex1015.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1397187/000139718719000011/lulu-20190203xex1015.htm)] | | [added: X] | | [removed: 10-K] | | [removed: 10.15] | | [removed: 001-33608] | | [removed: 3/29/2017] |

| 10.19* | | [First Amendment to Executive Employment Agreement, effective as of October 21, 2015, between lululemon athletica inc. and Stuart C. [removed: Haselden](https://www.sec.gov/Archives/edgar/data/1397187/000139718718000013/lulu-20180128xex1019.htm)] [added: Haselden](http://www.sec.gov/Archives/edgar/data/1397187/000139718718000013/lulu-20180128xex1019.htm)] | | [removed: X] | | [added: 10-K] | | [added: 10.19] | | [added: 001-33608] | | [added: 3/27/2018] |

| [removed: 10.21*] [added: 10.22*] | | [removed: [Separation Agreement and Release, dated] [added: [Executive Employment Agreement, effective as of] August [removed: 28, 2017,] [added: 20, 2018,] between lululemon athletica [added: canada] inc. and [removed: Scott (Duke) Stump](http://www.sec.gov/Archives/edgar/data/1397187/000139718717000038/lulu-20170825xex101.htm)] [added: Calvin McDonald](http://www.sec.gov/Archives/edgar/data/1397187/000139718718000042/lulu-20180718xex101.htm)] | | | | 8-K | | 10.1 | | 001-33608 | | [removed: 8/31/2017] [added: 7/24/2018] |

| [removed: 10.22*] [added: 10.21*] | | [Executive Employment Agreement, effective as of December 5, 2016, between lululemon athletica canada inc. and Celeste Burgoyne](http://www.sec.gov/Archives/edgar/data/1397187/000139718717000008/lulu-20170129xex1023.htm) | | | | 10-K | | 10.23 | | 001-33608 | | 3/29/2017 |

| [removed: 10.24] [added: 10.26] | | [Credit Agreement, dated as of December 15, 2016, among lululemon athletica inc., lululemon athletica canada inc., Lulu Canadian Holding, Inc. and lululemon usa inc., as borrowers, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, HSBC Bank Canada, as syndication agent and letter of credit issuer, and each other lender party thereto.](http://www.sec.gov/Archives/edgar/data/1397187/000139718716000137/lulu-20161215xex101.htm) | | | | 8-K | | 10.1 | | 001-33608 | | 12/21/2016 |

| 21.1 | | [Subsidiaries of lululemon athletica [removed: inc.](http://www.sec.gov/Archives/edgar/data/1397187/000139718715000016/lulu-20150201xex211.htm)] [added: inc.](https://www.sec.gov/Archives/edgar/data/1397187/000139718719000011/lulu-20190203xex211.htm)] | | [added: X] | | [removed: 10-K] | | [removed: 21.1] | | [removed: 001-33608] | | [removed: 3/26/2015] |

| 23.1 | | [Consent of PricewaterhouseCoopers [removed: LLP](https://www.sec.gov/Archives/edgar/data/1397187/000139718718000013/lulu-20180128xex231.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1397187/000139718719000011/lulu-20190203xex231.htm)] | | X | | | | | | | | |

| 31.1 | | [Certification of principal executive officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718718000013/lulu-20180128xex311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718719000011/lulu-20190203xex311.htm)] | | X | | | | | | | | |

| 31.2 | | [Certification of principal financial and accounting officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718718000013/lulu-20180128xex312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718719000011/lulu-20190203xex312.htm)] | | X | | | | | | | | |

| 32.1 | | [Certification of principal executive officer and principal financial and accounting officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718718000013/lulu-20180128xex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/1397187/000139718719000011/lulu-20190203xex321.htm)] | | | | | | | | | | |

| 101 | | The following financial statements from the Company's 10-K for the fiscal year ended [removed: January 28, 2018,] [added: February 3, 2019,] 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 | | X | | | | | | | | |

| [added: Glenn Murphy] | [removed: By:] | | [removed: /s/ GLENN MURPHY] | [added: |]

| | Date: | | March [removed: 26, 2018] [added: 27, 2019] |

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints [removed: Glenn Murphy] [added: Calvin McDonald] and [removed: Stuart C.][added: Patrick J.]

[removed: Haselden] [added: Guido] and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their and his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

| /s/ [removed: STUART C. HASELDEN] [added: PATRICK J. GUIDO] | | Chief Financial Officer | | March [removed: 26, 2018] [added: 27, 2019] |

| [removed: Stuart C. Haselden] [added: Patrick J. Guido] | | (principal financial and accounting officer) | | |

| /s/ GLENN MURPHY | | [removed: Executive] [added: Director,] Chairman of the Board | | March [removed: 26, 2018] [added: 27, 2019] |

| [removed: Glenn Murphy] [added: Calvin McDonald] | | (principal executive officer) | | |

| /s/ DAVID M. MUSSAFER | | [removed: Lead] Director | | March [removed: 26, 2018] [added: 27, 2019] |

| /s/ ROBERT BENSOUSSAN | | Director | | March [removed: 26, 2018] [added: 27, 2019] |

| /s/ MICHAEL CASEY | | Director | | March [removed: 26, 2018] [added: 27, 2019] |

| /s/ KATHRYN HENRY | | Director | | March [removed: 26, 2018] [added: 27, 2019] |