Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our fiscal year ends on the Sunday closest to January 31 of the following year, typically resulting in a 52 week year, but occasionally giving rise to an additional week, resulting in a 53 week year.

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. Fiscal 2017 and fiscal 2016 were 52 week years. The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K.

This discussion and analysis contains forward-looking statements based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives, expectations, and intentions set forth in the "Special Note Regarding Forward-Looking Statements." Our actual results and the timing of events may differ materially from those anticipated in these forward looking statements as a result of various factors, including those set forth in the "Item 1A. Risk Factors" section and elsewhere in this Annual Report on Form 10-K.

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.

Overview

Fiscal 2018 was a particularly strong year for our company. 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 look forward to delivering on a strong pipeline of innovation and product roll-outs in fiscal 2019.

During the year, we opened 36 net new company-operated stores, including 15 in North America, 13 in Asia Pacific, and eight in Europe. 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 Asia, we opened seven new stores in China, in addition to growing our local e-commerce presence via Tmall and launching a store on the WeChat platform.

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. In fiscal 2019, we plan to continue to develop our omni-channel experience to serve guests wherever and however they choose to shop. 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.

Our grassroots approach to brand-building - locally led by our stores, enables us to connect with and uniquely understand our guest. In fiscal 2018, we continued to hold our marquee events including our annual SeaWheeze half marathon in Vancouver, The Ghost Race in 12 cities in North America, the Sweatlife Festival in London, and Unroll China events across multiple cities. 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.

Financial Highlights

The summary below provides both GAAP and non-GAAP financial measures. 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.

For the fiscal year ended February 3, 2019, compared to the fiscal year ended January 28, 2018:

•	Net revenue increased 24% to $3.3 billion. On a constant dollar basis, net revenue increased 25%.

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

–	Comparable store sales increased 7%, or increased 8% on a constant dollar basis.

–	Direct to consumer net revenue increased 45%, or increased 46% on a constant dollar basis.

•	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.

•	Income from operations increased 55% to $705.8 million. It increased 40% compared to adjusted income from operations 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.

•	Income tax expense increased 15% to $231.4 million. Our effective tax rate for fiscal 2018 was 32.4% compared to 43.8% for fiscal 2017. The adjusted effective tax rate was 28.0% compared to 30.5% for fiscal 2017.

•	Diluted earnings per share were $3.61 for fiscal 2018 compared to $1.90 in fiscal 2017. Adjusted diluted earnings per share were $3.84 compared to $2.59 for fiscal 2017.

Refer to the non-GAAP reconciliation tables contained in the "Non-GAAP Financial Measures" section of this "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for reconciliations between constant dollar changes in net revenue, total comparable sales, comparable store sales, and direct to consumer net revenue, and adjusted gross profit, gross margin, income from operations, operating margin, income tax expense, effective tax rates, and diluted earnings per share, and the most directly comparable measures calculated in accordance with GAAP.

General

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, license and supply arrangement net revenue which consists of royalties as well as sales of our products to licensees, and warehouse sales.

Cost of goods sold includes the cost of purchased merchandise, including freight, duty, and nonrefundable taxes incurred in delivering the goods to our distribution centers. It also includes occupancy costs and depreciation expense for our company-operated store locations, all costs incurred in operating our distribution centers and production, design, distribution, and merchandise departments, hemming, shrink, and inventory provision expense. The primary drivers of the costs of individual products are the costs of raw materials and labor in the countries where we source our merchandise.

Selling, general and administrative expenses consist of all operating costs not otherwise included in cost of goods sold or asset impairment and restructuring costs. We expect selling, general and administrative expenses to increase in fiscal 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.

Asset impairment and restructuring costs consist of the lease termination, impairment of property and equipment, employee related costs, and other restructuring costs recognized in connection with the restructuring of our ivivva operations.

Income tax expense depends on the statutory tax rates in the countries where we sell our products and the proportion of taxable income earned in those jurisdictions. To the extent the relative proportion of taxable income in the jurisdictions fluctuates, or the tax legislation in the respective jurisdictions changes, so will our effective tax rate. 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.

Results of Operations

The following tables summarize key components of our results of operations for the periods indicated, both in dollars and as a percentage of net revenue:

		Fiscal Year Ended
		February 3, 2019				January 28, 2018				January 29, 2017
		(In thousands)
Net revenue		$	3,288,319			$	2,649,181			$	2,344,392
Cost of goods sold		1,472,032				1,250,391				1,144,775
Gross profit		1,816,287				1,398,790				1,199,617
Selling, general and administrative expenses		1,110,451				904,264				778,465
Asset impairment and restructuring costs		—				38,525				—
Income from operations		705,836				456,001				421,152
Other income (expense), net		9,414				3,997				1,577
Income before income tax expense		715,250				459,998				422,729
Income tax expense		231,449				201,336				119,348
Net income		$	483,801			$	258,662			$	303,381

		Fiscal Year Ended
		February 3, 2019			January 28, 2018			January 29, 2017
		(Percentages)
Net revenue		100.0	%		100.0	%		100.0	%
Cost of goods sold		44.8			47.2			48.8
Gross profit		55.2			52.8			51.2
Selling, general and administrative expenses		33.8			34.1			33.2
Asset impairment and restructuring costs		—			1.5			—
Income from operations		21.5			17.2			18.0
Other income (expense), net		0.3			0.2			—
Income before income tax expense		21.8			17.4			18.0
Income tax expense		7.0			7.6			5.1
Net income		14.7	%		9.8	%		12.9	%

Comparison of Fiscal 2018 to Fiscal 2017

Net Revenue

Net revenue increased $639.1 million, or 24%, to $3.3 billion in fiscal 2018 from $2.6 billion in fiscal 2017. On a constant dollar basis, assuming the average exchange rates in fiscal 2018 remained constant with the average exchange rates in fiscal 2017, net revenue increased $651.3 million, or 25%.

The increase in net revenue was primarily due to increased direct to consumer net revenue, net revenue generated by new company-operated stores, and an increase in comparable store sales. Total comparable sales, which includes comparable store sales and direct to consumer, and excludes net revenue of $53.0 million from the 53rd week of fiscal 2018, increased 18% in fiscal 2018 compared to fiscal 2017. Total comparable sales increased 18% on a constant dollar basis.

Our net revenue on a segment basis for fiscal 2018 and fiscal 2017 is summarized below. Net revenue is expressed in dollar amounts. The percentages are presented as a percentage of total net revenue.

		Fiscal Years Ended February 3, 2019 and January 28, 2018
		2018				2017				2018			2017
		(In thousands)								(Percentages)
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	%

Company-Operated Stores. Net revenue from our company-operated stores segment increased $289.3 million, or 16%, to $2.1 billion in fiscal 2018 from $1.8 billion in fiscal 2017. The following contributed to the increase in net revenue from our company-operated stores segment:

•	Net revenue from company-operated stores we opened or significantly expanded subsequent to January 28, 2018, and are therefore not included in comparable store sales, increased net revenue by $182.7 million. During fiscal 2018 we opened 36 net new company-operated stores, including 15 stores in North America, 13 stores in Asia Pacific, and eight stores in Europe.

•	A comparable store sales increase of 7% in fiscal 2018 compared to fiscal 2017 resulted in a $105.5 million increase to net revenue. Comparable store sales increased 8%, or $111.6 million on a constant dollar basis. The increase in comparable store sales was primarily a result of increased store traffic and improved conversion rates.

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

These increases in net revenue were partially offset by the closure of 48 of our ivivva branded company-operated stores as part of the restructuring of our ivivva operations. These closures reduced our fiscal 2018 net revenue from company-operated stores by $31.6 million compared to fiscal 2017.

Direct to Consumer. Net revenue from our direct to consumer segment increased $281.3 million to $858.9 million in fiscal 2018 from $577.6 million in 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. The increase in net revenue from our direct to consumer segment was primarily the result of increased traffic on our e-commerce websites, improved conversion rates, and increased dollar value per transaction. During the second quarter of fiscal 2017, we held online warehouse sales in the United States and Canada which generated net revenue of $12.3 million. We did not hold any online warehouse sales during fiscal 2018.

Other. Net revenue from our other segment increased $68.6 million, or 29%, to $303.1 million in fiscal 2018 from $234.5 million in fiscal 2017. This increase was primarily the result of an increased number of temporary locations, including seasonal stores, open during fiscal 2018 compared to fiscal 2017, and an increase in net revenue from existing outlets and sales to wholesale accounts during fiscal 2018 compared to fiscal 2017. 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.

Gross Profit

Gross profit increased $417.5 million, or 30%, to $1.8 billion in fiscal 2018 from $1.4 billion in fiscal 2017.

Gross profit as a percentage of net revenue, or gross margin, increased 240 basis points, to 55.2% in fiscal 2018 from 52.8% in fiscal 2017. The increase in gross margin was primarily the result of:

•	an increase in product margin of 210 basis points, which was primarily due to lower product costs, a favorable mix of higher margin product, and lower markdowns;

•	a decrease in occupancy and depreciation costs as a percentage of revenue of 40 basis points; and

•	the costs incurred in fiscal 2017 in connection with the restructuring of our ivivva operations, which reduced gross margin in fiscal 2017 by 30 basis points.

This was partially offset by an increase in costs as a percentage of revenue related to our product team departments and distribution centers of 30 basis points, and an unfavorable impact of foreign exchange rates of 10 basis points.

During fiscal 2017, as a result of the restructuring of our ivivva operations, we recognized costs totaling $8.7 million within costs of goods sold, as outlined in Note 13 to the audited consolidated financial statements included in Item 8 of Part II of this report. Excluding these charges, gross profit increased 29.0% and gross margin increased 210 basis points.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $206.2 million, or 23%, to $1.1 billion in fiscal 2018 from $904.3 million in fiscal 2017. The increase in selling, general and administrative expenses was primarily due to:

•	an increase in costs related to our operating channels of $135.3 million, comprised of:

–	an increase in employee costs of $66.5 million primarily from a growth in labor hours and benefits, mainly associated with new company-operated stores and other new operating locations, and due to higher retail bonus expenses;

–	an increase in variable costs such as distribution costs, credit card fees, and packaging costs of $43.1 million primarily as a result of increased net revenue; and

–	an increase in other costs of $25.7 million primarily due to an increase in digital marketing expenses, brand and community costs, and other costs associated with our operating locations including security and repairs and maintenance;

•	an increase in head office costs of $65.0 million, comprised of:

–	an increase in employee costs of $38.0 million primarily due to additional employees to support the growth in our business and increased incentive and stock-based compensation expense; and

–	an increase in other costs of $27.0 million primarily due to an increase in brand and community costs, depreciation, professional fees, and information technology costs; and

•	a decrease in net foreign exchange and derivative revaluation gains of $5.9 million.

As a percentage of net revenue, selling, general and administrative expenses decreased 30 basis points, to 33.8% in fiscal 2018 from 34.1% in fiscal 2017.

Asset Impairment and Restructuring Costs

During fiscal 2017, we incurred asset impairment and restructuring costs totaling $38.5 million in connection with the restructuring of our ivivva operations. This included lease termination costs of $21.1 million, long-lived asset impairment charges of $11.6 million, employee related costs of $4.2 million, and other restructuring costs of $1.6 million. We did not have any asset impairment and restructuring costs in fiscal 2018. Please refer to Note 13 to the audited consolidated financial statements included in Item 8 of Part II of this report for further information on these adjustments.

Income from Operations

Income from operations increased $249.8 million, or 55%, to $705.8 million in fiscal 2018 from $456.0 million in fiscal 2017. Operating margin increased 430 basis points to 21.5% compared to 17.2% in fiscal 2017.

In connection with the restructuring of our ivivva operations, we recognized pre-tax costs totaling $47.2 million in fiscal 2017. This included costs of $8.7 million recognized in cost of goods sold, and asset impairment and restructuring costs totaling $38.5 million. Excluding these charges from the comparatives of fiscal 2017, income from operations increased 40% and operating margin increased 250 basis points.

On a segment basis, we determine income from operations without taking into account our general corporate expenses and the costs we incurred in connection with the restructuring of our ivivva operations. In the first quarter of fiscal 2018, we reviewed our general corporate expenses and determined certain costs which were previously classified as general corporate expenses are more appropriately classified within our direct to consumer segment. Accordingly, comparative figures have been reclassified to conform to the financial presentation adopted for the current year.

Segmented income from operations before general corporate expenses and restructuring related costs for fiscal 2018 and fiscal 2017 is summarized below and is expressed in dollar amounts. The percentages are presented as a percentage of net revenue of the respective operating segments.

		Fiscal Years Ended February 3, 2019 and January 28, 2018
		2018				2017				2018			2017
		(In thousands)								(Percentages)
Segmented income from operations:
Company-operated stores		$	575,536			$	464,321			27.1	%		25.3	%
Direct to consumer		354,107				224,076				41.2			38.8
Other		62,558				35,580				20.6			15.2
		992,201				723,977
General corporate expenses		286,365				220,753
Restructuring and related costs		—				47,223
Income from operations		$	705,836			$	456,001

Company-Operated Stores. Segmented income from operations from our company-operated stores increased $111.2 million, or 24%, to $575.5 million for fiscal 2018 from $464.3 million for fiscal 2017. The increase was primarily the result of increased gross profit of $176.9 million which was primarily due to increased net revenue and higher gross margin. This was partially offset by an increase in selling, general and administrative expenses, primarily due to increased employee costs, increased store operating expenses including higher credit card fees, distribution costs, and packaging costs as a result of higher net revenue, and due to increased community, security, and repairs and maintenance costs. Income from operations as a percentage of company-operated stores net revenue increased by 180 basis points, primarily due to an increase in gross margin and leverage on selling, general and administrative expenses.

Direct to Consumer. Segmented income from operations from our direct to consumer increased $130.0 million, or 58%, to $354.1 million in fiscal 2018 from $224.1 million in fiscal 2017. The increase was primarily the result of increased gross profit of $187.0 million which was primarily due to increased net revenue and higher gross margin. This was partially offset by an increase in selling, general and administrative expenses primarily due to higher variable costs including distribution costs, credit card fees, and packaging costs as a result of higher net revenue, higher digital marketing expenses, and increased employee costs. Income from operations as a percentage of direct to consumer net revenue has increased by 240 basis points, primarily due to leverage on selling, general and administrative expenses and an increase in gross margin.

Other. Other segmented income from operations increased $27.0 million, or 76%, to $62.6 million in fiscal 2018 from $35.6 million in fiscal 2017. The increase was primarily the result of increased gross profit of $44.9 million which was primarily due to increased net revenue and higher gross margin. The increase in gross profit was partially offset by an increase in selling, general and administrative expenses, including increased employee costs, increased operating expenses including higher distribution costs and higher credit card fees as a result of higher net revenue, and due to higher community costs. Income from operations as a percentage of other net revenue increased 540 basis points, primarily due to an increase in gross margin and leverage on selling, general and administrative expenses.

General Corporate Expenses. General corporate expenses increased $65.6 million, or 30%, to $286.4 million in fiscal 2018 from $220.8 million in fiscal 2017. This increase was primarily due to increases in head office employee costs, brand and community costs, depreciation, information technology costs, and professional fees and a decrease in net foreign exchange and derivative gains of $5.9 million. We expect general corporate expenses to continue to increase in future years as we grow our overall business and require increased efforts at our head office to support our company-operated stores, direct to consumer and other segments.

Other Income (Expense), Net

There was net other income of $9.4 million in fiscal 2018 compared to $4.0 million in fiscal 2017. The increase was primarily due to higher rates of return on our cash and cash equivalents, including money market funds, treasury bills, and term deposits in fiscal 2018 compared to fiscal 2017. This was partially offset by an increase in interest expense, primarily related to borrowings on our revolving credit facility during fiscal 2018. We repaid the outstanding balance on our revolving credit facility during the third quarter of fiscal 2018 and had no other borrowings outstanding under this credit facility as of February 3, 2019.

Income Tax Expense

Income tax expense increased $30.1 million, or 15%, to $231.4 million in fiscal 2018 from $201.3 million in fiscal 2017.

U.S. tax reform was enacted on December 22, 2017 and introduced significant changes to U.S. income tax law. In fiscal 2017, we recognized a provisional income tax expense of $59.3 million in relation to U.S. tax reform. We completed the accounting for the income tax effects of U.S. tax reform during fiscal 2018. This resulted in the recognition of an additional tax expense of $7.5 million related to the mandatory one-time transition tax on the deemed repatriation of accumulated undistributed earnings of foreign subsidiaries.

In fiscal 2018, we also completed our assessment of the impact that U.S. tax reform has upon repatriation taxes, our reinvestment plans, and the most efficient means of deploying our capital resources globally. We concluded that the net investment in a Canadian subsidiary in excess of the amounts necessary to sustain our business operations would no longer be indefinitely reinvested and $778.9 million was repatriated from that subsidiary. This resulted in the recognition of a tax expense of $23.7 million in fiscal 2018.

During fiscal 2017, we recognized an income tax recovery of $12.7 million related to the tax effect of the costs recognized in connection with the ivivva restructuring.

Further information on the adjustments recognized in both fiscal 2018 and fiscal 2017 is outlined in Note 14 to the audited consolidated financial statements included in Item 8 of Part II of this report.

Our effective tax rate for fiscal 2018 was 32.4% compared to 43.8% for fiscal 2017. Our effective tax rate excluding the above tax adjustments related to U.S. tax reform and the ivivva restructuring was 28.0% for fiscal 2018 compared to 30.5% for fiscal 2017. The decrease in our adjusted effective tax rate was primarily due to the lower U.S. federal income tax rate which was effective January 1, 2018, a decrease in state taxes, an increase in tax deductions related to stock-based compensation, increased research and development tax credits, and certain other adjustments.

Net Income

Net income increased $225.1 million, or 87%, to $483.8 million in fiscal 2018 from $258.7 million in fiscal 2017. The increase in net income in fiscal 2018 was primarily due to an increase in gross profit of $417.5 million, a reduction in asset impairment and restructuring costs of $38.5 million, and an increase in other income (expense), net of $5.4 million, partially offset by an increase in selling, general and administrative expenses of $206.2 million and an increase in income tax expense of $30.1 million.

Comparison of Fiscal 2017 to Fiscal 2016

Net Revenue

Net revenue increased $304.8 million, or 13%, to $2.6 billion in fiscal 2017 from $2.3 billion in fiscal 2016. On a constant dollar basis, assuming the average exchange rates in fiscal 2017 remained constant with the average exchange rates in fiscal 2016, net revenue increased $290.6 million, or 12%.

The increase in net revenue was primarily due to net revenue generated by new company-operated stores as well as increased direct to consumer net revenue. Total comparable sales, which includes comparable store sales and direct to consumer, increased 7% in fiscal 2017 compared to fiscal 2016. Total comparable sales increased 7% on a constant dollar basis.

Our net revenue on a segment basis for fiscal 2017 and fiscal 2016 is summarized below. Net revenue is expressed in dollar amounts. The percentages are presented as a percentage of total net revenue.

		Fiscal Years Ended January 28, 2018 and January 29, 2017
		2017				2016				2017			2016
		(In thousands)								(Percentages)
Company-operated stores		$	1,837,065			$	1,704,357			69.3	%		72.7	%
Direct to consumer		577,590				453,287				21.8			19.3
Other		234,526				186,748				8.9			8.0
Net revenue		$	2,649,181			$	2,344,392			100.0	%		100.0	%

Company-Operated Stores. Net revenue from our company-operated stores segment increased $132.7 million, or 8%, to $1.8 billion in fiscal 2017 from $1.7 billion in fiscal 2016. The following contributed to the increase in net revenue from our company-operated stores segment:

•	Net revenue from company-operated stores we opened or significantly expanded subsequent to January 29, 2017, and are therefore not included in comparable store sales, increased net revenue by $146.5 million. During fiscal 2017 we opened 46 net new lululemon branded company-operated stores, including 30 stores in North America, 14 stores in Asia Pacific, and two stores in Europe.

•

A comparable store sales increase of 1% in fiscal 2017 compared to fiscal 2016 resulted in a $12.8 million increase to net revenue. Comparable store sales increased 1%, or $5.4 million on a constant dollar basis. The increase in comparable store sales was primarily a result of improved conversion rates and increased dollar value per transaction. This was partially offset by a decrease in store traffic, due in part to shifting retail traffic trends from in-store to online.

These increases in net revenue were partially offset by the closure of 48 of our ivivva branded company-operated stores as part of the restructuring of our ivivva operations. These closures reduced our fiscal 2017 net revenue from company-operated stores by $26.6 million compared to fiscal 2016.

Direct to Consumer. Net revenue from our direct to consumer segment increased $124.3 million, or 27%, to $577.6 million in fiscal 2017 from $453.3 million in fiscal 2016. Direct to consumer net revenue increased 27% on a constant dollar basis. The increase in net revenue from our direct to consumer segment was primarily the result of increased traffic on our e-commerce websites, improved conversion rates, and increased dollar value per transaction. During the second quarter of fiscal 2017, we held online warehouse sales in the United States and Canada which generated net revenue of $12.3 million. We did not hold any online warehouse sales during fiscal 2016. Excluding the impact of the online warehouse sales, direct to consumer net revenue increased 25%.

Other. Net revenue from our other segment increased $47.8 million, or 26%, to $234.5 million in fiscal 2017 from $186.7 million in fiscal 2016. This increase was primarily the result of an increase in the number of outlets, increased net revenue at existing outlets, and an increase in the number of temporary locations. The increase in net revenue from our other segment was partially offset by lower net revenue from showrooms, primarily due to a decrease in the number of showrooms open during fiscal 2017 compared to fiscal 2016.

Gross Profit

Gross profit increased $199.2 million, or 17%, to $1.4 billion in fiscal 2017 from $1.2 billion in fiscal 2016.

Gross profit as a percentage of net revenue, or gross margin, increased 160 basis points, to 52.8% in fiscal 2017 from 51.2% in fiscal 2016. The increase in gross margin was primarily the result of:

•	an increase in product margin of 200 basis points which was primarily due to lower product costs and a favorable mix of higher margin product, partially offset by higher markdowns, and higher shrink and damages; and

•	a favorable impact of foreign exchange rates of 10 basis points.

This was partially offset by an increase in fixed costs related to our product and supply chain departments of 20 basis points, and costs incurred in connection with the restructuring of our ivivva operations of 30 basis points.

During fiscal 2017, as a result of the restructuring of our ivivva operations, we recognized costs totaling $8.7 million within costs of goods sold, as outlined in Note 13 to the audited consolidated financial statements included in Item 8 of Part II of this report. Excluding these charges, adjusted gross profit increased 17.3% to $1.4 billion and adjusted gross margin increased 190 basis points to 53.1% compared to fiscal 2016.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $125.8 million, or 16%, to $904.3 million in fiscal 2017 from $778.5 million in fiscal 2016. The increase in selling, general and administrative expenses was primarily due to:

•	an increase in costs related to our operating channels of $91.4 million, comprised of:

–	an increase in employee costs of $32.8 million primarily from a growth in labor hours and benefits, mainly associated with new company-operated stores and other new operating locations;

–	an increase in variable costs such as distribution costs and credit card fees of $16.4 million primarily as a result of increased net revenue; and

–	an increase in other costs of $42.2 million primarily due to an increase in digital marketing expenses, website related costs including photography costs, brand and community costs, information technology related costs, and other costs associated with our operating locations;

•	an increase in head office costs of $50.0 million, comprised of:

–	an increase in employee costs of $19.3 million primarily due to additional employees to support the growth in our business; and

–	an increase in other costs of $30.7 million primarily due to increases in information technology related costs, brand and community costs, and professional fees.

The increase in selling, general, and administrative expenses was partially offset by an increase in net foreign exchange and derivative gains of $15.6 million. There were net foreign exchange and derivative gains of $7.3 million in fiscal 2017 compared to net foreign exchange losses of $8.3 million in fiscal 2016. The net foreign exchange gains and losses primarily relate to the revaluation of U.S. dollar denominated monetary assets and liabilities held by Canadian subsidiaries. During fiscal 2017, we began entering into forward currency contracts designed to economically hedge these foreign exchange revaluation gains and losses. We have not applied hedge accounting to these instruments and the change in fair value of these derivatives is recorded within selling, general and administrative expenses.

As a percentage of net revenue, selling, general and administrative expenses increased 90 basis points, to 34.1% in fiscal 2017 from 33.2% in fiscal 2016.

Asset Impairment and Restructuring Costs

As a result of the restructuring of our ivivva operations, we recognized asset impairment and restructuring costs of $38.5 million in fiscal 2017. This includes lease termination costs of $21.1 million, long-lived asset impairment charges of $11.6 million, employee related costs of $4.2 million, and other restructuring costs of $1.6 million. We did not have any asset impairment and restructuring costs in fiscal 2016. Please refer to Note 13 to the audited consolidated financial statements included in Item 8 of Part II of this report for further information on these adjustments.

Income from Operations

Income from operations increased $34.8 million, or 8%, to $456.0 million in fiscal 2017 from $421.2 million in fiscal 2016. Operating margin decreased 80 basis points to 17.2% compared to 18.0% in fiscal 2016.

In connection with the restructuring of our ivivva operations, we recognized pre-tax costs totaling $47.2 million in fiscal 2017. This includes asset impairment and restructuring costs of $38.5 million and costs recognized in cost of goods sold totaling $8.7 million. Excluding these charges, adjusted income from operations increased 19% to $503.2 million and adjusted operating margin increased 100 basis points to 19.0%.

On a segment basis, we determine income from operations without taking into account our general corporate expenses and the costs we incur in connection with the restructuring of our ivivva operations. In the first quarter of fiscal 2018, we reviewed our general corporate expenses and determined certain costs which were previously classified as general corporate expenses are more appropriately classified within our direct to consumer segment. Accordingly, comparative figures have been reclassified to conform to the financial presentation adopted for the current year.

Segmented income from operations before general corporate expenses and restructuring related costs for fiscal 2017 and fiscal 2016 is summarized below and is expressed in dollar amounts. The percentages are presented as a percentage of net revenue of the respective operating segments.

		Fiscal Years Ended January 28, 2018 and January 29, 2017
		2017				2016				2017			2016
		(In thousands)								(Percentages)
Segmented income from operations:
Company-operated stores		$	464,321			$	415,635			25.3	%		24.4	%
Direct to consumer		224,076				179,995				38.8			39.7
Other		35,580				22,312				15.2			11.9
		723,977				617,942
General corporate expenses		220,753				196,790
Restructuring and related costs		47,223				—
Income from operations		$	456,001			$	421,152

Company-Operated Stores. Segmented income from operations from our company-operated stores increased $48.7 million, or 12%, to $464.3 million for fiscal 2017 from $415.6 million for fiscal 2016. The increase was primarily the result of an increase in gross profit of $89.4 million, which was primarily due to increased net revenue and higher gross margin. The increase in gross profit was partially offset by an increase in selling, general and administrative expenses, including increased store employee costs, increased brand and community costs, and increased operating expenses associated with higher net revenues and new stores. Income from operations as a percentage of company-operated stores net revenue increased by 90 basis points primarily due to increased gross margin, partially offset by deleverage of selling, general and administrative expenses.

Direct to Consumer. Segmented income from operations from our direct to consumer increased $44.1 million, or 24%, to $224.1 million in fiscal 2017 from $180.0 million in fiscal 2016. The increase was primarily the result of an increase in gross profit of $88.7 million, which was primarily due to increased net revenue and higher gross margin. The increase in gross profit was partially offset by an increase in selling, general and administrative expenses including higher digital marketing expenses, website related costs, and higher variable costs such as packaging, distribution and credit card fees as a result of higher net revenue. Income from operations as a percentage of direct to consumer net revenue has decreased by 90 basis points primarily due to deleverage of selling, general and administrative expenses, partially offset by an increase in gross margin.

Other. Other segmented income from operations increased $13.3 million, or 59%, to $35.6 million in fiscal 2017 from $22.3 million in fiscal 2016. The increase was primarily the result of increased gross profit of $29.8 million, which was primarily due to increased net revenue and higher gross margin. The increase in gross profit was partially offset by an increase in selling, general and administrative expenses, including increased employee costs, increased brand and community costs, and increased operating expenses associated with new locations and higher net revenues. Income from operations as a percentage of other net revenue increased 330 basis points primarily due to an increase in gross margin partially offset by deleverage of selling, general and administrative expenses as a percentage of other net revenue.

General Corporate Expenses. General corporate expenses increased $24.0 million, or 12%, to $220.8 million in fiscal 2017 from $196.8 million in fiscal 2016. This increase was primarily due to increased head office employee costs, a global brand campaign, increases in other brand and community costs, professional fees, depreciation, and information technology related costs. These increases were partially offset by an increase in net foreign exchange and derivative gains of $15.6 million. There were net foreign exchange and derivative gains of $7.3 million in fiscal 2017 compared to net foreign exchange losses of $8.3 million in fiscal 2016. We expect general corporate expenses to continue to increase in future years as we grow our overall business and require increased efforts at our head office to support our company-operated stores, direct to consumer and other segments.

Other Income (Expense), Net

There was net other income of $4.0 million in fiscal 2017 compared to $1.6 million in fiscal 2016. The increase was primarily due to increased net interest income in fiscal 2017 compared to fiscal 2016. The increase in net interest income was primarily due to a net interest expense of $1.7 million which was recorded in fiscal 2016 in relation to certain tax adjustments that are outlined in Note 14 to the audited consolidated financial statements included in Item 8 of Part II of this report, as well as interest earned on our increased cash and cash equivalents in fiscal 2017 compared to fiscal 2016.

Income Tax Expense

Income tax expense increased $82.0 million, or 69%, to $201.3 million in fiscal 2017 from $119.3 million in fiscal 2016.

In fiscal 2017 we recorded certain discrete tax adjustments which resulted in a net $46.6 million increase in income tax expense. These adjustments related to the U.S. Tax Cuts and Jobs Act and to the ivivva restructuring. In fiscal 2016 we recorded certain separate tax adjustments related to the Company's transfer pricing arrangements between Canada and the U.S. The adjustments in fiscal 2016 resulted in an income tax recovery of $10.7 million.

On December 22, 2017, legislation commonly referred to as the U.S. Tax Cuts and Jobs Act ("U.S. tax reform") was enacted. U.S. tax reform made significant changes to corporate income tax in the United States, including reducing the federal income tax rate from 35% to 21% and imposing a mandatory transition tax on accumulated foreign subsidiary earnings which have not previously been subject to U.S. income tax. As a result of these tax legislation changes we have recognized a provisional income tax expense of $58.9 million for the mandatory transition tax and we have remeasured our deferred income assets and liabilities, resulting in a provisional deferred income tax expense of $0.4 million. In fiscal 2017 we also recognized an income tax recovery of $12.7 million related to the tax effect of the costs recognized in connection with the ivivva restructuring.

In fiscal 2016 we recognized an income tax recovery of $10.7 million as a result of the finalization of an Advance Pricing Arrangement with the Internal Revenue Service and the Canada Revenue Agency. This agreement determines the amount of

income which is taxable in each respective jurisdiction, and the final terms of the arrangement resulted in an increased amount of income tax recoverable in the United States.

Further information on the adjustments recognized in both fiscal 2017 and fiscal 2016 is outlined in Notes 13 and 14 to the audited consolidated financial statements included in Item 8 of Part II of this report.

Our effective tax rate for fiscal 2017 was 43.8% compared to 28.2% for fiscal 2016. Our effective tax rate excluding the above tax and related interest adjustments was 30.5% for fiscal 2017 compared to 30.7% for fiscal 2016. The decrease in our adjusted effective tax rate was primarily due to the lower U.S. federal income tax rate which was effective January 1, 2018, a decrease in state taxes, and certain other adjustments.

Net Income

Net income decreased $44.7 million, or 15%, to $258.7 million in fiscal 2017 from $303.4 million in fiscal 2016. The decrease in net income in fiscal 2017 was primarily due to an increase of $125.8 million in selling, general and administrative expenses, an increase of $82.0 million in income tax expense, and asset impairment and restructuring costs of $38.5 million recognized in fiscal 2017, partially offset by a $199.2 million increase in gross profit and an increase in other income (expense), net of $2.4 million.

Comparable Sales

We separately track comparable store sales, which reflect net revenue from company-operated stores that have been open, or open after being significantly expanded, for at least 12 full fiscal months. Net revenue from a store is included in comparable store sales beginning with the first fiscal month for which the store has a full fiscal month of sales in the prior year. Comparable store sales exclude sales from new stores that have not been open for at least 12 full fiscal months, from stores which have not been in their significantly expanded space for at least 12 full fiscal months, from stores which have been temporarily relocated for renovations, and week 53 net revenue, if applicable. Comparable store sales also exclude sales from direct to consumer, outlets, temporary locations, wholesale accounts, showrooms, through license and supply arrangements, warehouse sales, and sales from company-operated stores that we have closed.

Total comparable sales combines comparable store sales and direct to consumer sales. We are evolving towards an omni-channel approach to support the shopping behavior of our guests. This involves country and region specific websites, mobile apps, including mobile apps on in-store devices that allow demand to be fulfilled via our distribution centers, social media, product notification emails, and online order fulfillment through stores. We therefore believe that reporting total comparable sales with comparable store sales and direct to consumer sales combined provides a relevant performance metric. Total comparable sales, including comparable store sales and direct to consumer sales, exclude week 53 of net revenue, if applicable.

Various factors affect comparable sales, including:

•	the location of new stores relative to existing stores;

•	consumer preferences, buying trends, and overall economic trends;

•	our ability to anticipate and respond effectively to customer preferences for technical athletic apparel;

•	competition;

•	changes in our merchandise mix;

•	pricing;

•	the timing of our releases of new merchandise and promotional events;

•	the effectiveness of our marketing efforts;

•	the design and ease of use of our websites and mobile apps;

•	the level of customer service that we provide in our stores and on our websites and mobile apps;

•	our ability to source and distribute products efficiently; and

•	the number of stores we open, close (including for temporary renovations), and expand in any period.

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

Non-GAAP Financial Measures

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

A constant dollar basis assumes the average foreign exchange rates for the period remained constant with the average foreign exchange rates for the same period of the prior year. We provide constant dollar changes in net revenue, total comparable sales, comparable store sales, and direct to consumer net revenue because we use these measures to understand the underlying growth rate of net revenue excluding the impact of changes in foreign exchange rates. We believe that disclosing these measures on a constant dollar basis is useful to investors because it enables them to better understand the level of growth of our business.

Adjusted gross profit, gross margin, income from operations, operating margin, income tax expense, effective tax rates, and diluted earnings per share exclude the amounts recognized in connection with U.S. tax reform, the costs and related tax effects recognized in connection with the restructuring of our ivivva operations, and certain discrete items related to our transfer pricing arrangements and taxes on repatriation of foreign earnings. We believe these adjusted financial measures are useful to investors as the adjustments do not directly relate to our ongoing business operations and therefore do not contribute to a meaningful evaluation of the trend in our operating performance. Furthermore, we do not believe the adjustments are reflective of our expectations of our future operating performance and believe these non-GAAP measures are useful to investors because of their comparability to our historical information.

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

The below changes in net revenue, total comparable sales, comparable store sales, and direct to consumer net revenue show the change compared to the corresponding period in the prior year. Total comparable sales, comparable store sales, and changes in direct to consumer net revenue calculations exclude net revenue from the 53rd week of fiscal 2018.

Constant dollar changes in net revenue, total comparable sales, comparable store sales, and direct to consumer net revenue

		Fiscal Year Ended February 3, 2019							Fiscal Year Ended January 28, 2018
		(In thousands)				(Percentages)			(In thousands)				(Percentages)
Change in net revenue		$	639,138			24	%		$	304,789			13	%
Adjustments due to foreign exchange rate changes		12,116				1			(14,221		)		(1	)
Change in net revenue in constant dollars		$	651,254			25	%		$	290,568			12	%

		Fiscal Year Ended
		February 3, 2019			January 28, 2018
Change in total comparable sales(1),(2),(3)		18	%		7	%
Adjustments due to foreign exchange rate changes		—			—
Change in total comparable sales in constant dollars(1),(2),(3)		18	%		7	%

		Fiscal Year Ended February 3, 2019							Fiscal Year Ended January 28, 2018
		(In thousands)				(Percentages)			(In thousands)				(Percentages)
Change in comparable store sales(2),(3)		$	105,452			7	%		$	12,820			1	%
Adjustments due to foreign exchange rate changes		6,129				1			(7,395		)		—
Change in comparable store sales in constant dollars(2),(3)		$	111,581			8	%		$	5,425			1	%

		Fiscal Year Ended
		February 3, 2019			January 28, 2018
Change in direct to consumer net revenue(3)		45	%		27	%
Adjustments due to foreign exchange rate changes		1			—
Change in direct to consumer net revenue in constant dollars(3)		46	%		27	%

---

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

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

(3)	Net revenue from the 53rd week of fiscal 2018 is excluded from the calculation.

Adjusted financial measures

The following tables reconcile adjusted financial measures with the most directly comparable measures calculated in accordance with GAAP. The adjustments relate to the amounts recognized in connection with U.S. tax reform, taxes on repatriation of foreign earnings, the restructuring of our ivivva operations and its related tax effects, and certain discrete items related to our transfer pricing arrangements. Please refer to Notes 13 and 14 to the audited consolidated financial statements included in Item 8 of Part II of this report for further information on these adjustments.

		Fiscal Year Ended February 3, 2019
		GAAP Results				Adjustments								Adjusted Results (Non-GAAP)
			Tax on Repatriation of Foreign Earnings				U.S. Tax Reform
		(In thousands, except per share amounts)
Gross profit		$	1,816,287			$	—			$	—			$	1,816,287
Gross margin		55.2		%		—		%		—		%		55.2		%
Income from operations		705,836				—				—				705,836
Operating margin		21.5		%		—		%		—		%		21.5		%
Income before income tax expense		715,250				—				—				715,250
Income tax expense		231,449				(23,714		)		(7,464		)		200,271
Effective tax rate		32.4		%		(3.3		)%		(1.1		)%		28.0		%
Diluted earnings per share		$	3.61			$	0.18			$	0.05			$	3.84

		Fiscal Year Ended January 28, 2018
		GAAP Results				Adjustments								Adjusted Results (Non-GAAP)
			Restructuring of ivivva Operations				U.S. Tax Reform
		(In thousands, except per share amounts)
Gross profit		$	1,398,790			$	8,698			$	—			$	1,407,488
Gross margin		52.8		%		0.3		%		—		%		53.1		%
Income from operations		456,001				47,223				—				503,224
Operating margin		17.2		%		1.8		%		—		%		19.0		%
Income before income tax expense		459,998				47,223				—				507,221
Income tax expense		201,336				12,741				(59,294		)		154,783
Effective tax rate		43.8		%		(0.4		)%		(12.9		)%		30.5		%
Diluted earnings per share		$	1.90			$	0.25			$	0.44			$	2.59

		Fiscal Year Ended January 29, 2017
		GAAP Results				Transfer Pricing and Repatriation Tax Adjustments				Adjusted Results (Non-GAAP)
		(In thousands, except per share amounts)
Income before income tax expense		$	422,729			$	1,695			$	424,424
Income tax expense		119,348				10,744				130,092
Effective tax rate		28.2		%		2.5		%		30.7		%
Diluted earnings per share		$	2.21			$	(0.07	)		$	2.14

Liquidity and Capital Resources

Our primary sources of liquidity are our current balances of cash and cash equivalents, cash flows from operations, and capacity under our revolving credit facility. Our primary cash needs are capital expenditures for opening new stores and

remodeling or relocating existing stores, investing in information technology and making system enhancements, funding working capital requirements, and making other strategic capital investments both in North America and internationally. We may also use cash to repurchase shares of our common stock. Cash and cash equivalents in excess of our needs are held in interest bearing accounts with financial institutions.

As of February 3, 2019, our working capital (excluding cash and cash equivalents) was $47.5 million, our cash and cash equivalents were $881.3 million and our capacity under our revolving credit facility was $398.5 million.

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

		Fiscal Year Ended
		February 3, 2019				January 28, 2018				January 29, 2017
		(In thousands)
Total cash provided by (used in):
Operating activities		$	742,779			$	489,337			$	386,392
Investing activities		(242,794		)		(173,392		)		(149,511		)
Financing activities		(590,214		)		(97,862		)		(26,611		)
Effect of exchange rate changes on cash		(18,952		)		37,572				23,094
(Decrease) increase in cash and cash equivalents		$	(109,181	)		$	255,655			$	233,364

Operating Activities

Cash flows provided by operating activities consist primarily of net income adjusted for certain items including depreciation and amortization, stock-based compensation expense, and the effect of changes in operating assets and liabilities.

Net cash provided by operating activities increased $253.4 million in fiscal 2018 compared to fiscal 2017, primarily as a result of the following:

Net income and non-cash items

•	an increase of $225.1 million in net income; and

•	an increase of $20.1 million in non-cash expenses, primarily due to the following:

–	an increase in deferred income taxes, depreciation, and stock-based compensation;

–	partially offset by the settlement of derivatives not designated in a hedging relationship and a decrease in asset impairment costs related to the restructuring of our ivivva operations.

Changes in operating assets and liabilities

•	an increase of $8.2 million in the change in operating assets and liabilities, primarily due to the following:

–	an increase of $73.5 million related to accounts payable, primarily due to a change in our payment terms;

–	an increase of $28.7 million related to accrued compensation and related expenses, primarily due to the timing of salary payments, increased incentive compensation costs, and an increased number of employees;

–	partially offset by an increase of $64.1 million related to inventory, primarily due to an increase in inventory purchases, and a decrease of $18.0 million in income taxes.

In fiscal 2017, net cash provided by operating activities increased $102.9 million compared to fiscal 2016, primarily as a result of the following:

Changes in operating assets and liabilities

•	an increase of $104.0 million in the change in operating assets and liabilities, primarily due to the following:

–	$62.5 million related to income taxes, primarily due to income taxes payable in relation to U.S. tax reform;

–	$31.8 million related to other accrued and non-current liabilities, primarily due to changes in accrued operating expenses, forward currency contract liabilities, and tenant inducements.

Net income and non-cash items

•	a decrease of $44.7 million in net income, partially offset by an increase of $43.6 million in non-cash expenses primarily related to asset impairment costs related to the restructuring of our ivivva operations, and an increase in depreciation.

Investing Activities

Cash flows used in investing activities relate to capital expenditures, the settlement of net investment hedges, and other investing activities. Cash used in investing activities increased $69.4 million, to $242.8 million in fiscal 2018 from $173.4 million in fiscal 2017. Cash used in investing activities increased $23.9 million, to $173.4 million in fiscal 2017 from $149.5 million in fiscal 2016.

Capital expenditures for our company-operated stores segment were $129.2 million, $80.2 million, $75.3 million in fiscal 2018, fiscal 2017, and fiscal 2016, respectively. The capital expenditures for our company-operated stores segment in each period were primarily for the remodeling or relocation of certain stores, for opening new company-operated stores, and ongoing store refurbishment. The increase in capital expenditures for our company-operated stores segment was primarily due to an increased number of store remodels and relocations including approximately 55 in fiscal 2018, 40 in fiscal 2017, and 30 in fiscal 2016. The capital expenditures for our company-operated stores segment also included $27.1 million to open 39 company-operated stores, $29.3 million to open 49 company-operated stores, and $30.6 million to open 46 new company-operated stores, in fiscal 2018, fiscal 2017, and fiscal 2016, respectively.

Capital expenditures for our direct to consumer segment were $6.4 million, $19.9 million, and $11.5 million in fiscal 2018, fiscal 2017, and fiscal 2016, respectively. The capital expenditures for our direct to consumer segment in fiscal 2018 were primarily related to our global and region specific websites as well as mobile apps, and in fiscal 2017 and 2016 were primarily related to our global website redesign as well as mobile app enhancements.

Capital expenditures related to corporate activities and other were $90.2 million, $57.7 million, and $62.7 million in fiscal 2018, fiscal 2017, and fiscal 2016, respectively. The capital expenditures in each fiscal year were primarily related to investments in information technology and business systems, improvements at our head office and other corporate buildings, and for capital expenditures related to opening retail locations other than company-operated stores. In fiscal 2018, we also undertook various information technology infrastructure and corporate system initiatives. This included the continued development and implementation of our new enterprise resource planning system that will help improve our merchandising, costing, allocation, and inventory platforms.

Capital expenditures are expected to range between $265 million and $275 million in fiscal 2019.

Financing Activities

Cash flows used in or provided by financing activities consist primarily of cash used to repurchase shares of our common stock and certain cash flows related to stock-based compensation.

Cash used in financing activities increased $492.4 million, to $590.2 million in fiscal 2018 from $97.9 million in fiscal 2017. Cash used in financing activities increased $71.3 million, to $97.9 million in fiscal 2017 from $26.6 million in fiscal 2016. The primary cause of these changes in cash used in financing activities was our stock repurchase programs.

During the fiscal years ended February 3, 2019, January 28, 2018, and January 29, 2017, 4.9 million, 1.9 million, and 0.5 million shares, respectively, were repurchased under the programs at a total cost of $598.3 million, $100.3 million, and $29.3 million, respectively. During the second quarter of fiscal 2018, we repurchased 3.3 million shares in a private transaction. The other common stock was repurchased in the open market at prevailing market prices, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, with the timing and actual number of shares repurchased depending upon market conditions, eligibility to trade, and other factors.

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

Revolving Credit Facility

On December 15, 2016, we entered into a credit agreement for $150.0 million under an unsecured five-year revolving credit facility. Bank of America, N.A., is administrative agent and HSBC Bank Canada is the syndication agent and letter of credit issuer, and the lenders party thereto. Borrowings under the revolving credit facility may be made, in U.S. Dollars, Euros, Canadian Dollars, and in other currencies, subject to the approval of the administrative agent and the lenders. Up to $35.0 million of the revolving credit facility is available for the issuance of letters of credit and up to $25.0 million is available for the issuance of swing line loans. Commitments under the revolving credit facility may be increased by up to $200.0 million, subject to certain conditions, including the approval of the lenders. Borrowings under the agreement may be prepaid and commitments may be reduced or terminated without premium or penalty (other than customary breakage costs). The principal amount outstanding under the credit agreement, if any, will be due and payable in full on December 15, 2021, subject to provisions that permit us to request a limited number of one year extensions annually.

Borrowings made under the revolving credit facility bear interest at a rate per annum equal to, at our option, either (a) a rate based on the rates applicable for deposits on the interbank market for U.S. Dollars or the applicable currency in which the borrowings are made ("LIBOR") or (b) an alternate base rate, plus, in each case, an applicable margin. The applicable margin is determined by reference to a pricing grid, based on the ratio of indebtedness to earnings before interest, tax depreciation, amortization, and rent ("EBITDAR") and ranges between 1.00%-1.75% for LIBOR loans and 0.00%-0.75% for alternate base rate loans. Additionally, a commitment fee of between 0.125%-0.200%, also determined by reference to the pricing grid, is payable on the average daily unused amounts under the revolving credit facility.

The credit agreement contains negative covenants that, among other things and subject to certain exceptions, limit the ability of our subsidiaries to incur indebtedness, incur liens, undergo fundamental changes, make dispositions of all or substantially all of their assets, alter their businesses and enter into agreements limiting subsidiary dividends and distributions.

We are also required to maintain a consolidated rent-adjusted leverage ratio of not greater than 3.50:1.00 and we are not permitted to allow the ratio of consolidated EBITDAR to consolidated interest charges (plus rent) to be less than 2.00:1.00. The credit agreement also contains certain customary representations, warranties, affirmative covenants, and events of default (including, among others, an event of default upon the occurrence of a change of control). If an event of default occurs, the credit agreement may be terminated, and the maturity of any outstanding amounts may be accelerated.

On June 6, 2018, we entered into Amendment No. 1 to the credit agreement. The Amendment amends the credit agreement to provide for (i) an increase in the aggregate commitments under the unsecured five-year revolving credit facility to $400.0 million, with an increase of the sub-limits for the issuance of letters of credit and extensions of swing line loans to $50.0 million for each, (ii) an increase in the option, subject to certain conditions as set forth in the credit agreement, to request increases in commitments under the revolving facility from $400.0 million to $600.0 million and (iii) an extension in the maturity of the revolving facility from December 15, 2021 to June 6, 2023.

In addition, the Amendment decreases the applicable margins for LIBOR loans from 1.00%-1.75% to 1.00%-1.50% and for alternate base rate loans from 0.00%-0.75% to 0.00%-0.50%, reduces the commitment fee on average daily unused amounts under the revolving facility from 0.125%-0.200% to 0.10%-0.20%, and reduces fees for unused letters of credit from 1.00%-1.75% to 1.00%-1.50%.

As of February 3, 2019, aside from letters of credit of $1.5 million, we had no other borrowings outstanding under this credit facility.

Contractual Obligations and Commitments

Leases. We lease certain store and other retail locations, distribution centers, offices, and equipment under non-cancelable operating leases. Our leases generally have initial terms of between five and 10 years, and generally can be extended in five-year increments, if at all. A substantial number of our leases include renewal options and certain of our leases include rent escalation clauses, rent holidays and leasehold rental incentives, none of which are reflected in the table below. The majority of our leases for store premises also include contingent rental payments based on sales, the impact of which also are not reflected in the table below.

Product purchase obligations. The amounts listed for product purchase obligations in the table below represent agreements (including open purchase orders) to purchase products in the ordinary course of business that are enforceable and legally binding and that specify all significant terms. In some cases, prices are subject to change throughout the production process. The reported amounts exclude product purchase liabilities included in accounts payable and accrued inventory liabilities as of February 3, 2019.

One-time transition tax. As outlined in Note 14 to our audited consolidated financial statements included in Item 8 of Part II of this report, U.S. tax reform imposed a mandatory transition tax on accumulated foreign subsidiary earnings which have

not previously been subject to U.S. income tax. The one-time transition tax is payable over eight years beginning in fiscal 2018. The table below outlines the expected payments due by fiscal year.

The following table summarizes our contractual arrangements as of February 3, 2019, and the timing and effect that such commitments are expected to have on our liquidity and cash flows in future periods:

		Payments Due by Fiscal Year
		Total				2019				2020				2021				2022				2023				Thereafter
		(In thousands)
Operating leases (minimum rent)		$	783,913			$	169,822			$	147,541			$	123,032			$	99,471			$	73,213			$	170,834
Product purchase obligations		387,917				387,132				785				—				—				—				—
One-time transition tax payable		46,108				4,009				4,009				4,009				4,009				7,518				22,554

Off-Balance Sheet Arrangements

We enter into standby letters of credit to secure certain of our obligations, including leases, taxes, and duties. As of February 3, 2019, letters of credit totaling $1.5 million had been issued.

We have not entered into any transactions, agreements or other contractual arrangements to which an entity unconsolidated with us is a party and under which we have (i) any obligation under a guarantee, (ii) any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity, (iii) any obligation under derivative instruments that are indexed to our shares and classified as equity in our consolidated balance sheets, or (iv) any obligation arising out of a variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Critical Accounting Policies and Estimates

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

We believe that the following critical accounting policies affect our more significant estimates and judgments used in the preparation of our consolidated financial statements:

Revenue Recognition. Net revenue is comprised of company-operated store net revenue, direct to consumer net revenue through websites and mobile apps, including mobile apps on in-store devices that allow demand to be fulfilled via the Company's distribution centers, and other net revenue, which includes revenue from outlets, temporary locations, sales to wholesale accounts, showrooms, warehouse sales, and license and supply arrangement net revenue, which consists of royalties as well as sales of the Company's products to licensees. All net revenue is reported net of sales taxes collected from customers on behalf of taxing authorities.

We record an estimated allowance for sales returns. This allowance is calculated based on a history of actual returns, estimated future returns, and any significant future known, or anticipated, events. Consideration of these factors results in an estimated allowance for sales returns and an asset for estimated returned inventory. Our standard terms for retail sales limit returns to approximately 30 days after sale; however, we accept returns after 30 days where the product fails to meet our guests' quality expectations.

Proceeds from the sale of gift cards are initially deferred and recognized within "Unredeemed gift card liability" on the consolidated balance sheets, and are recognized as revenue when tendered for payment. 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. The estimate of gift cards that will never be redeemed is based on the historic trend of unredeemed cards.

Inventory. Inventory is valued at the lower of cost and net realizable value. We periodically review our inventories and make provisions as necessary to appropriately value goods that are obsolete, have quality issues, or are damaged. The amount of the provision is equal to the difference between the cost of the inventory and its net realizable value based upon assumptions about future demand, selling prices, and market conditions. If changes in market conditions result in reductions in the estimated

net realizable value of our inventory below our previous estimate, we would increase our reserve in the period in which we made such a determination. In addition, we provide for inventory shrinkage as a percentage of sales, based on historical trends from actual physical inventories. Inventory shrinkage estimates are made to reduce the inventory value for lost or stolen items. We perform physical inventory counts and cycle counts throughout the year and adjust the shrink provision accordingly.

Property and Equipment. Property and equipment are recorded at cost less accumulated depreciation. Buildings are depreciated on a straight-line basis over the expected useful life of the asset, which is individually assessed, and estimated to be up to 20 years. Leasehold improvements are depreciated on a straight-line basis over the lesser of the length of the lease and the estimated useful life of the assets, up to a maximum of five years. All other property and equipment is depreciated using the declining balance method as follows:

Furniture and fixtures		20%
Computer hardware and software		20% - 30%
Equipment and vehicles		30%

Changes in circumstances, such as technological advances, can result in differences between the actual and estimated useful lives. In those cases where we determine that the useful life of a long-lived asset should be shortened, we increase depreciation expense over the remaining useful life to depreciate the asset's net book value to its estimated salvage value.

Long-lived assets, including intangible assets with finite useful lives are evaluated for impairment when the occurrence of events or changes in circumstances indicates that the carrying value of the assets may not be recoverable as measured by comparing their net book value to the undiscounted estimated future cash flows generated by their use and eventual disposition. Impaired assets are recorded at fair value, determined principally by the present value of the estimated future cash flows expected from their use and eventual disposition.

Income Taxes. The U.S. tax reform enacted on December 22, 2017 introduced significant changes to the U.S. income tax laws. The accounting for the income tax effects of U.S. tax reform is complex and requires significant judgement and estimates in the interpretation and calculations of its provisions. We completed the accounting for the income tax effects of U.S. tax reform during fiscal 2018. This resulted in the recognition of an additional tax expense of $7.5 million related to the mandatory one-time transition tax on the deemed repatriation of accumulated undistributed earnings of foreign subsidiaries.

Deferred income tax assets and liabilities are determined based on the temporary differences between the carrying amounts and the tax basis of assets and liabilities, and for tax losses, tax credit carryforwards, and other tax attributes, using the enacted tax rates that are to be in effect when these differences are expected to reverse. Our deferred income tax balances and income tax rates are significantly affected by the tax rates on our global operations and the extent to which the net investment in our foreign subsidiaries are indefinitely reinvested outside the U.S. Deferred income tax liabilities are recognized for U.S. federal and state income taxes and foreign withholding taxes on the amounts which are not indefinitely reinvested outside of the U.S. Indefinite reinvestment is determined by management's judgment about, and intentions concerning, the future operations of the Company.

Deferred income tax liabilities are provided for U.S. income taxes on the taxable temporary differences associated with our investments in foreign subsidiaries, unless those amounts can be distributed on a tax-free basis or are indefinitely reinvested. We determine on a regular basis the amount of our net investment that will be indefinitely reinvested in our non-U.S. operations. This assessment is based on the cash flow projections and operational and fiscal objectives of each of our U.S. and foreign subsidiaries. Such estimates are inherently imprecise since many assumptions used in the projections are subject to revision. The possibility exists that amounts determined to be indefinitely reinvested outside of the U.S. may ultimately be repatriated.

During fiscal 2018, as a result of U.S. tax reform, we changed our indefinite reinvestment assertion for a Canadian subsidiary and recognized a tax expense of $23.7 million upon repatriation of $778.9 million from that Canadian subsidiary. We continue to apply the indefinite reinvestment assertion to this Canadian subsidiary for the remaining net investment of $777.5 million which we consider necessary to sustain our existing business operations. Future earnings will not be subject to an indefinite reinvestment assumption. In the event we repatriate the remaining net investment in the Canadian subsidiary, we would be subject to tax of approximately $2.3 million, principally representing U.S. state income taxes.

Excluding this Canadian subsidiary, the cumulative undistributed earnings of our foreign subsidiaries as of February 3, 2019 were $26.0 million.

We evaluate our tax filing positions and recognize the largest amount of tax benefit that is considered more likely than not to be sustained upon examination by the relevant taxing authorities based on the technical merits of the position. This determination requires the use of significant judgment. Income tax expense is adjusted in the period in which an uncertain tax

position is effectively settled, the statute of limitations expires, facts or circumstances change, tax laws change, or new information becomes available. Our tax positions include intercompany transfer pricing policies and the associated taxable income and deductions arising from intercompany charges between subsidiaries within the consolidated group. Although we believe that our intercompany transfer pricing policies and tax positions are reasonable, the final outcomes of tax audits or potential tax disputes may be materially different from that which is reflected in our income tax provisions and accruals.

Stock-Based Compensation. We account for stock-based compensation using the fair value method. 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. The employee compensation expense is recognized on a straight-line basis over the requisite service period. For awards with service and/or performance conditions, the amount of compensation expense recognized is based on the number of awards that are expected to vest.

The estimation of the number of stock awards that will ultimately vest requires judgment, and to the extent actual results differ from our estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We consider several factors when estimating the number of awards which are expected to vest, including, future profit forecasts, types of awards, size of option holder group, and anticipated employee retention and estimated expected forfeitures. Actual results may differ substantially from these estimates.

The calculation of the grant-date fair value of stock options requires us to make certain estimates and assumptions, including, stock price volatility, and the expected life of the options. We evaluate and revise these estimates and assumptions as necessary, to reflect market conditions and our historical experience. The expected term of the options is based upon historical experience of similar awards, giving consideration to expectations of future employee behavior. Expected volatility is based upon the historical volatility of our common stock for the period corresponding with the expected term of the options. In the future, the expected volatility and expected term may change which could substantially change the grant-date fair value of future awards of stock options and, ultimately, the expense we record.

Contingencies. In the ordinary course of business, we are involved in legal proceedings regarding contractual and employment relationships and a variety of other matters. We record contingent liabilities resulting from claims against us, when a loss is assessed to be probable and the amount of the loss is reasonably estimable. Assessing probability of loss and estimating probable losses requires analysis of multiple factors, including in some cases judgments about the potential actions of third-party claimants and courts.