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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Lululemon athletica Inc.    LULU

LULULEMON ATHLETICA INC.

(LULU)
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LULULEMON ATHLETICA : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-K)

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03/26/2020 | 03:34pm EDT
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 2019 was a 52 week year and fiscal 2018 was a 53 week year. Net revenue
includes results from the 53rd week, however, comparable sales are calculated on
a one week shifted basis such that the 52 weeks ended February 2, 2020 are
compared to the 52 weeks ended February 3, 2019 rather than January 27, 2019.
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.
We have omitted the results of operations and cash flows for fiscal 2017, and
the comparison of fiscal 2018 to fiscal 2017. For the omitted results and
comparisons please refer to "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations" of our fiscal 2018 Annual Report
on Form 10-K filed with the SEC on March 27, 2019.
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 included 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 described 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
Our business momentum continued in fiscal 2019. Net revenue grew 21% and total
comparable sales increased 17%. In addition, we expanded our operating margin 80
basis points to 22.3% and grew earnings per share 37%, or 28% excluding certain
discrete tax items which were recognized in fiscal 2018.
Fueling our performance this year was strength across our product
assortment, 18% square footage growth driven by new stores and our remodel
program, and a robust e-commerce business. In addition, our local community
events and educators continued to connect us with our guests in a truly unique
manner.
The Power of Three
We believe the first year of our Power of Three growth plan proved to be
particularly successful. The strategic pillars of this plan are product
innovation, omni-guest experience, and market expansion.
Product Innovation
Throughout fiscal 2019, response to our product offerings was strong as we
continued to grow our core product categories, expand our merchandise range, and
deliver new innovation through our Science of Feel development platform.
Momentum continued in both our men's and women's pant category, and we continued
to expand the important categories of bras and outerwear. In men's, one of our
key growth areas, revenue increased 34% in 2019. We also moved beyond test phase
with our new assortment of selfcare personal-care products. We rolled out our
initial assortment to 50 stores and online.
Omni-Guest Experience
Performance was strong across both our company-operated store and direct to
consumer channels in fiscal 2019, with comparable store sales increasing 9% and
direct to consumer net revenue growing 35%, each based on a shifted calendar. In
fiscal 2019 we began to engage with our guests in new ways. We began testing a
new membership program, with four markets tested in fiscal 2019. We also opened
and began testing our first two fully experiential stores in 2019, one in the
Lincoln Park neighborhood of Chicago and the second at the Mall of America near
Minneapolis. These stores were designed to offer dedicated studio space for
sweat classes and meditation, locker rooms, healthy foods, and an elevated
shopping experience.
In fiscal 2019 we continued to host unique events in North America and in our
international markets. In addition to our SeaWheeze half marathon and festival
in Vancouver, we hosted 10K races in Toronto, Edmonton, and San Diego, our first
in the United States. In Europe, we held Sweatlife festivals in London, Paris,
and Berlin, and in Mainland China, we hosted our 4th annual Unroll China event.
These festivals and events brought together guests, educators, ambassadors, and
other members of the local community to engage in sweat classes, yoga, personal
development, and meditation.

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Market Expansion
In fiscal 2019, we continued to expand our presence both in North America and in
our international markets. During the year, we opened 51 net new
company-operated stores, including 19 in North America, 24 in Asia Pacific,
and eight in Europe. We expanded into two new markets in Europe during the year,
the Netherlands and Norway. We also launched local market e-commerce sites in
Germany and France. In Asia, we opened our first stores in Malaysia and launched
a local e-commerce site in Japan.
We also expanded our seasonal store strategy in fiscal 2019 with
approximately 80 seasonal stores in operation for some period of time during the
year. These stores allowed us to better cater to our guests in select markets,
particularly during the holidays, while also helping introduce new guests to our
brand.
For fiscal 2019, our business in North America grew 20%, while total growth in
our international markets was 32%.
Coronavirus (COVID-19)
The outbreak of the COVID-19 coronavirus has been declared a pandemic by the
World Health Organization and continues to spread in the United States, Canada,
and in many other countries globally. The spread of COVID-19 has caused public
health officials to recommend precautions to mitigate the spread of the virus,
especially when congregating in heavily populated areas, such as malls and
lifestyle centers. Government authorities in certain markets in which we operate
have also issued orders that require the closure of non-essential businesses and
people to remain at home.
We have taken actions to close certain retail locations and to reduce operating
hours, and we continue to monitor the situation and work closely with local
authorities to prioritize the safety of our people and guests. In February 2020,
we temporarily closed all of our retail locations in Mainland China. All but one
of these locations have since reopened. In March 2020, we temporarily closed all
of our retail locations in North America, Europe, Malaysia, New Zealand, and we
temporarily closed our distribution center in Sumner, WA. These locations
currently remain closed.
There is significant uncertainty regarding the extent and duration of the impact
that the COVID-19 coronavirus pandemic will have on the demand for our products
and our supply chain. We expect our sales growth trends to experience a
meaningful deterioration from those achieved in fiscal 2019 and to experience a
material adverse impact on our fiscal 2020 results. The extent to which COVID-19
impacts our results will depend on future developments, which are highly
uncertain and cannot be predicted, including new information that may emerge
concerning the severity of COVID-19 and the actions taken to contain it or treat
its impact.
We remain confident in the long-term growth opportunities and our Power of Three
growth plan and believe that we have sufficient cash and cash equivalents, and
available capacity under our revolving credit facilities, to meet our liquidity
needs. As of February 2, 2020, we had cash and cash equivalents of $1.1 billion
and the capacity under our committed revolving credit facility was $398.2
million.
Financial Highlights
The summary below provides both GAAP and non-GAAP financial measures. The
adjusted financial measures for fiscal 2018 exclude the amounts recognized in
connection with U.S. tax reform and taxes on the repatriation of foreign
earnings.
For the fiscal year ended February 2, 2020, compared to the fiscal year ended
February 3, 2019:
•      Net revenue increased 21% to $4.0 billion. On a constant dollar basis, net

revenue increased 22%.

• Total comparable sales, which includes comparable store sales and direct

to consumer, increased 17%. On a constant dollar basis, total comparable

sales increased 18%.

- Comparable store sales increased 9%, or increased 10% on a constant

          dollar basis.


-         Direct to consumer net revenue increased 35%, or increased 35% on a
          constant dollar basis.

• Gross profit increased 22% to $2.2 billion.

• Gross margin increased 70 basis points to 55.9%.

• Income from operations increased 26% to $889.1 million.

• Operating margin increased 80 basis points to 22.3%.

• Income tax expense increased 9% to $251.8 million. Our effective tax rate

for fiscal 2019 was 28.1% compared to 32.4% for fiscal 2018. The adjusted

       effective tax rate was 28.0% for fiscal 2018.



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• Diluted earnings per share were $4.93 for fiscal 2019 compared to $3.61 in

fiscal 2018. Adjusted diluted earnings per share were $3.84 for fiscal

2018.



Due to the 53rd week in fiscal 2018, comparable sales are calculated on a one
week shifted basis such that the 52 weeks ended February 2, 2020 are compared to
the 52 weeks ended February 3, 2019 rather than January 27, 2019.
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 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,
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.
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. In addition,
increases in our Canadian net assets may result in an increase to our effective
tax rate due to Canadian withholding taxes that could be payable on future
repatriations from our Canadian subsidiaries to the extent that they are not
able to be made as a return of capital.
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 2,      February 3,
                                              2020             2019         February 2, 2020     February 3, 2019
                                                 (In thousands)                         (Percentages)
Net revenue                              $  3,979,296$  3,288,319              100.0 %              100.0 %
Cost of goods sold                          1,755,910        1,472,032               44.1                 44.8
Gross profit                                2,223,386        1,816,287               55.9                 55.2
Selling, general and administrative
expenses                                    1,334,276        1,110,451               33.5                 33.8
Income from operations                        889,110          705,836               22.3                 21.5
Other income (expense), net                     8,283            9,414                0.2                  0.3
Income before income tax expense              897,393          715,250               22.6                 21.8
Income tax expense                            251,797          231,449                6.3                  7.0
Net income                               $    645,596$    483,801               16.2 %               14.7 %



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Comparison of Fiscal 2019 to Fiscal 2018
Net Revenue
Net revenue increased $691.0 million, or 21%, to $4.0 billion in fiscal 2019
from $3.3 billion in fiscal 2018. On a constant dollar basis, assuming the
average exchange rates in fiscal 2019 remained constant with the average
exchange rates in fiscal 2018, net revenue increased $718.5 million, or 22%.
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.
Based on a shifted calendar, total comparable sales, which includes comparable
store sales and direct to consumer, increased 17% in fiscal 2019 compared to
fiscal 2018. Total comparable sales increased 18% on a constant dollar basis.
Net revenue on a segment basis for fiscal 2019 and fiscal 2018 is summarized
below. The percentages are presented as a percentage of total net revenue.
                                         Fiscal Years Ended February 2, 2020 and February 3, 2019
                                              2019            2018           2019         2018
                                                 (In thousands)                (Percentages)
Company-operated stores                  $  2,501,067$ 2,126,363         62.9 %       64.7 %
Direct to consumer                          1,137,822         858,856         28.6         26.1
Other                                         340,407         303,100          8.6          9.2
Net revenue                              $  3,979,296$ 3,288,319        100.0 %      100.0 %


Company-Operated Stores. Net revenue from our company-operated stores segment
increased $374.7 million, or 18%, to $2.5 billion in fiscal 2019 from $2.1
billion in fiscal 2018. 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 February 3, 2019, and are therefore not included in

comparable store sales, increased net revenue by $238.5 million. During

       fiscal 2019 we opened 51 net new company-operated stores, including 24
       stores in Asia Pacific, 19 stores in North America, and eight stores in
       Europe.

• Based on a shifted calendar, a comparable store sales increase of 9% in

fiscal 2019 compared to fiscal 2018. Comparable store sales increased 10%

on a constant dollar basis. The increase in comparable store sales was

primarily a result of increased store traffic and improved conversion

rates.



We generated net revenue of $32.7 million in the 53rd week of fiscal 2018 from
our company-operated stores segment.
Direct to Consumer. Net revenue from our direct to consumer segment increased
$279.0 million to $1.1 billion in fiscal 2019 from $858.9 million in fiscal
2018. We generated net revenue of $20.3 million in the 53rd week of fiscal 2018
from our direct to consumer segment. Based on a shifted calendar, direct to
consumer net revenue increased 35%, or increased 35% 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 and improved
conversion rates, partially offset by a decrease in dollar value per
transaction.
Other. Net revenue from our other segment increased $37.3 million, or 12%, to
$340.4 million in fiscal 2019 from $303.1 million in fiscal 2018.
This increase was primarily the result of an increase in net revenue from sales
to wholesale accounts, and an increased number of temporary locations, including
seasonal stores, open during fiscal 2019 compared to fiscal 2018.
Gross Profit
Gross profit increased $407.1 million, or 22%, to $2.2 billion in fiscal 2019
from $1.8 billion in fiscal 2018.
Gross profit as a percentage of net revenue, or gross margin, increased 70 basis
points, to 55.9% in fiscal 2019 from 55.2% in fiscal 2018. The increase in gross
margin was primarily the result of an increase in product margin of 110 basis
points, which was primarily due to lower product costs, a favorable mix of
higher margin product, and lower markdowns.
This was partially offset by an increase in costs as a percentage of revenue
related to our distribution centers and our product departments of 30 basis
points, an increase in occupancy and depreciation costs as a percentage of
revenue of 10 basis points, and an unfavorable impact of foreign exchange rates
of 10 basis points.

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Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $223.8 million, or 20%,
to $1.3 billion in fiscal 2019 from $1.1 billion in fiscal 2018. The increase in
selling, general and administrative expenses was primarily due to:
•      an increase in costs related to our operating channels of $136.6 million,
       comprised of:


-            an increase in employee costs of $64.7 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 incentive compensation expenses;


-            an increase in variable costs of $49.2 million primarily due to an
             increase in distribution costs, credit card fees, and packaging
             costs as a result of increased net revenue; and


-            an increase in other costs of $22.8 million primarily due to
             increases in digital marketing expenses, information technology
             costs, security, and other costs associated with our operating
             locations;

• an increase in head office costs of $84.3 million, comprised of:


-            an increase in employee costs of $43.0 million primarily due to
             increased incentive and stock-based compensation expense and due to
             increased wages, primarily from additional employees to

support the

             growth in our business; and


-            an increase in other costs of $41.3 million primarily due to
             increases in depreciation, information technology costs,
             professional fees, brand and community costs, and other head office
             costs; and

• an increase in net foreign exchange and derivative revaluation losses of

$2.9 million. There were net foreign exchange and derivative revaluation

losses of $1.5 million in fiscal 2019 compared to net foreign exchange

revaluation gains of $1.4 million in fiscal 2018.



As a percentage of net revenue, selling, general and administrative expenses
decreased 30 basis points, to 33.5% in fiscal 2019 from 33.8% in fiscal 2018.
Income from Operations
Income from operations increased $183.3 million, or 26%, to $889.1 million in
fiscal 2019 from $705.8 million in fiscal 2018. Operating margin increased 80
basis points to 22.3% compared to 21.5% in fiscal 2018.
On a segment basis, we determine income from operations without taking into
account our general corporate expenses.
Segmented income from operations before general corporate expenses for fiscal
2019 and fiscal 2018 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 2, 2020 and February 3,
                                                                  2019
                                             2019            2018          2019          2018
                                                (In thousands)               (Percentages)
Segmented income from operations:
Company-operated stores                  $   689,339$  575,536         27.6 %        27.1 %
Direct to consumer                           482,368        354,107         42.4          41.2
Other                                         72,559         62,558         21.3          20.6
                                           1,244,266        992,201
General corporate expenses                   355,156        286,365
Income from operations                   $   889,110$  705,836



Company-Operated Stores. Income from operations from our company-operated stores
segment increased $113.8 million, or 20%, to $689.3 million for fiscal 2019 from
$575.5 million for fiscal 2018. The increase was primarily the result of
increased gross profit of $199.5 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 security, repairs and maintenance costs, and information
technology costs. Income from operations as a percentage of company-operated
stores net revenue increased by 50 basis points, primarily due to leverage on
selling, general and administrative expenses and an increase in gross margin.

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Direct to Consumer. Income from operations from our direct to consumer segment
increased $128.3 million, or 36%, to $482.4 million in fiscal 2019 from $354.1
million in fiscal 2018. The increase was primarily the result of increased gross
profit of $194.0 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, as well as higher digital marketing expenses, information
technology costs, and employee costs. Income from operations as a percentage of
direct to consumer net revenue has increased by 120 basis points, primarily due
to an increase in gross margin, partially offset by deleverage on selling,
general and administrative expenses.
Other. Other income from operations increased $10.0 million, or 16%, to $72.6
million in fiscal 2019 from $62.6 million in fiscal 2018. The increase was
primarily the result of increased gross profit of $13.6 million which was
primarily due to increased net revenue. 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 credit card fees and higher distribution costs as a result of higher net
revenue, and due to higher repairs and maintenance costs and information
technology costs. Income from operations as a percentage of other net
revenue increased 70 basis points, primarily due to leverage on selling, general
and administrative expenses, partially offset by a decrease in gross margin.
General Corporate Expenses. General corporate expenses increased $68.8 million,
or 24%, to $355.2 million in fiscal 2019 from $286.4 million in fiscal 2018.
This increase was primarily due to increases in head office employee costs,
depreciation, brand and community costs, information technology costs,
professional fees, and an increase in net foreign exchange and derivative losses
of $2.9 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 $8.3 million in fiscal 2019 compared to $9.4
million in fiscal 2018. The decrease was primarily due to a decrease in net
interest income, primarily from lower cash balances during the majority of
fiscal 2019 compared to fiscal 2018. The decrease in net other income was
partially offset by a decrease in interest expense, primarily the result of
borrowings on our North American revolving credit facility during fiscal 2018.
We did not have any borrowings on our revolving credit facilities during fiscal
2019.
Income Tax Expense
Income tax expense increased $20.3 million, or 9%, to $251.8 million in fiscal
2019 from $231.4 million in fiscal 2018.
U.S. tax reform was enacted on December 22, 2017 and introduced significant
changes to U.S. income tax law. 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.
Further information on the adjustments recognized in fiscal 2018 is outlined in
Note 15 to the audited consolidated financial statements included in Item 8 of
Part II of this report.
Our effective tax rate for fiscal 2019 was 28.1% compared to 32.4% for fiscal
2018. The effective tax rate excluding the above tax adjustments related to U.S.
tax reform was 28.0% for fiscal 2018. The increase in the effective tax rate
compared to our adjusted effective tax rate in the prior year was primarily due
to accruals for repatriation taxes on unremitted earnings and true-ups upon
filing of tax returns. This was partially offset by a reduction in
non-deductible stock-based compensation expense.
Net Income
Net income increased $161.8 million, or 33%, to $645.6 million in fiscal 2019
from $483.8 million in fiscal 2018. The increase in net income in fiscal 2019
was primarily due to an increase in gross profit of $407.1 million, partially
offset by an increase in selling, general and administrative expenses of $223.8
million, an increase in income tax expense of $20.3 million, and a decrease in
other income (expense), net of $1.1 million.

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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, and from stores which have
been temporarily relocated for renovations or temporarily closed for over 30
days. Comparable store sales also exclude sales from direct to consumer,
outlets, temporary locations, wholesale accounts, through license and supply
arrangements, warehouse sales, and sales from company-operated stores that we
have closed.
We use comparable store sales to assess the performance of our existing stores.
It allows us to monitor the performance of our business without the impact of
recently opened or expanded stores. We believe that investors would similarly
find this metric useful in assessing the performance of our business.
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. Total comparable sales is
an increasingly important metric to us as it allows us to evaluate the
performance of our business from an omni-channel perspective. We therefore
believe that reporting total comparable sales with comparable store sales and
direct to consumer sales combined provides a relevant performance metric to
investors.
Various factors affect comparable sales, including:
• the location of new stores relative to existing stores;


•      consumer preferences, buying trends, foot traffic in the malls in which
       our stores are located, 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.



In fiscal years with 53 weeks, the 53rd week of net revenue is excluded from the
calculation of comparable sales. In the year following a 53 week year, the prior
year period is shifted by one week to compare similar calendar weeks.
Opening new stores and expanding existing stores is an important part of our
growth strategy. Accordingly, total comparable sales is just one way of
assessing the success of our growth strategy insofar as comparable sales do not
reflect the performance of stores opened, or significantly expanded, within the
last 12 full fiscal months. The comparable sales measures we report may not be
equivalent to similarly titled measures reported by other companies.
Non-GAAP Financial Measures
Constant dollar changes in net revenue, total comparable sales, comparable store
sales, and direct to consumer net revenue, 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

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these measures on a constant dollar basis is useful to investors because it
enables them to understand the level of growth of our business.
Adjusted income tax expense, effective tax rates, and diluted earnings per share
exclude the amounts recognized in connection with U.S. tax reform and taxes on
repatriation of foreign earnings. We believe these adjusted financial measures
are useful to investors in evaluating the trend in our operating performance as
the adjustments do not directly relate to our ongoing business operations.
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.
Constant dollar changes in net revenue
The below changes in net revenue show the change compared to the corresponding
period in the prior year.
                                                                        Fiscal Year Ended
                                                                          February 2, 2020
                                                                 (In thousands)        (Percentages)
Change                                                        $      690,977                 21 %
Adjustments due to foreign exchange rate changes                      27,487                  1
Change in constant dollars                                    $      718,464                 22 %


Constant dollar changes in total comparable sales, comparable store sales, and
direct to consumer net revenue
Due to the 53rd week in fiscal 2018, the below changes in total comparable
sales, comparable store sales, and direct to consumer net revenue are calculated
on a one week shifted basis such that the 52 weeks ended February 2, 2020 are
compared to the 52 weeks ended February 3, 2019 rather than January 27, 2019.

                                                                     Fiscal Year Ended
                                                                      February 2, 2020
                                                                                              Direct to
                                                    Total Comparable     Comparable Store    Consumer Net
                                                        Sales1,2              Sales2           Revenue
Change                                                   17 %                   9 %                35 %
Adjustments due to foreign exchange rate changes          1                     1                   -
Change in constant dollars                               18 %                  10 %                35 %


__________
(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.



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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 and taxes on
repatriation of foreign earnings. Please refer to Note 15 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
                                                                       Adjustments
                                                               Tax on
                                                           Repatriation of                          Adjusted Amounts
                                         GAAP Amounts     Foreign Earnings     U.S. Tax Reform         (Non-GAAP)
                                                          (In thousands, except per share amounts)
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


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
facilities. 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 well as in money market funds, treasury
bills, and term deposits.
As of February 2, 2020, our working capital (excluding cash and cash
equivalents) was $94.0 million, our cash and cash equivalents were $1.1 billion
and our capacity under our committed revolving credit facility was $398.2
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 2, 2020     February 3, 2019
                                                                         (In thousands)
Total cash provided by (used in):
Operating activities                                         $        669,316$        742,779
Investing activities                                                 (278,408 )           (242,794 )
Financing activities                                                 (177,173 )           (590,214 )
Effect of exchange rate changes on cash                                (1,550 )            (18,952 )
Increase (decrease) in cash and cash equivalents             $        

212,185 $ (109,181 )



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 decreased $73.5 million in fiscal 2019
compared to fiscal 2018, primarily as a result of the following:
•      an increase in cash used in operating activities of $306.9 million as a
       result of changes in operating assets and liabilities, primarily due to
       the following:


-         $115.9 million related to income taxes, primarily due to payments for

withholding taxes on repatriated foreign earnings, as well as timing of

tax installments;

- $86.8 million related to accounts payable, primarily due to a change in

          our payment terms in the prior fiscal year;


-         $51.0 million related to other prepaid expenses and other current and
          non-current assets; and



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-         $45.6 million related to inventory, primarily due to an increase in
          inventory purchases to support our growth.


This was partially offset by an increase of $161.8 million in net income, and an
increase of $71.7 million in non-cash expenses primarily related to an increase
in depreciation, stock-based compensation, the settlement of derivatives not
designated in a hedging relationship, and deferred income taxes.
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 $35.6 million, to $278.4 million in fiscal
2019 from $242.8 million in fiscal 2018.
Capital expenditures for our company-operated stores segment were $171.5 million
and $129.2 million in fiscal 2019 and fiscal 2018, 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 amount spent on store remodels and relocations, including our
experiential stores. The capital expenditures for our company-operated stores
segment also included $44.3 million to open 57 company-operated stores and $27.1
million to open 39 company-operated stores, in fiscal 2019 and fiscal 2018
respectively.
Capital expenditures for our direct to consumer segment were $15.8 million and
$6.4 million in fiscal 2019 and fiscal 2018, respectively. The capital
expenditures for our direct to consumer segment in fiscal 2019 were primarily
related to our new distribution center in Toronto, Canada as well as other
information technology infrastructure and system initiatives, and in fiscal 2018
were primarily related to our global and region specific websites as well as
mobile apps.
Capital expenditures related to corporate activities and other were $95.7
million and $90.2 million in fiscal 2019 and fiscal 2018, 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.
Financing Activities
Cash flows used in financing activities consist primarily of cash used to
repurchase shares of our common stock, certain cash flows related to stock-based
compensation, and other financing activities.
Cash used in financing activities decreased $413.0 million, to $177.2 million in
fiscal 2019 from $590.2 million in fiscal 2018. The decrease was primarily the
result of a decrease in our stock repurchases.
During the fiscal years ended February 2, 2020 and February 3, 2019, 1.1 million
and 4.9 million, respectively, were repurchased under the programs at a total
cost of $173.4 million and $598.3 million, respectively. During the first
quarter of fiscal 2019, we repurchased 1.0 million shares in a private
transaction, and 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 facilities
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 Facilities
North America revolving credit facility
On December 15, 2016, we entered into a credit agreement for $150.0 million
under a committed and 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

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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 2, 2020, aside from letters of credit of $1.8 million, we had no
other borrowings outstanding under this credit facility.
Mainland China revolving credit facility
In December 2019, the Company entered into an uncommitted and unsecured 130.0
million Chinese Yuan revolving credit facility. The terms are reviewed on an
annual basis. The facility includes a revolving loan of up to 100.0 million
Chinese Yuan as well as a financial bank guarantee facility of up to 30.0
million Chinese Yuan, or its equivalent in another currency. Loans are available
in Chinese Yuan for a period not to exceed 12 months, and interest accrues on
them at a rate equal to 105% of the applicable PBOC Benchmark Lending Rate.
Guarantees have a commission equal to 1% per annum of the outstanding amount.
The Company is required to follow certain covenants. As of February 2, 2020,
there were no 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-cancellable operating leases. Our leases
generally have initial terms of between five and 15 years, and generally can be
extended in five-year increments, if at all. The following table details the
Company's future minimum lease payments. Minimum lease commitments exclude
variable lease expenses including contingent rent payments, common area
maintenance, property taxes, and landlord's insurance.
Purchase obligations. The amounts listed for purchase obligations in the table
below represent agreements (including open purchase orders) to purchase products
and for other expenditures in the ordinary course of business that are
enforceable and legally binding and that specify all significant terms. In some
cases, values are subject to change, such as for product purchases throughout
the production process. The reported amounts exclude liabilities included in our
consolidated balance sheets as of February 2, 2020.

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One-time transition tax. As outlined in Note 15 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 2,
2020, 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         2020          2021          2022          2023          2024        Thereafter
                                                                    (In thousands)
Operating leases
(minimum rent)             $ 826,096$ 152,440$ 161,519$ 138,188$ 111,877$ 87,275$    174,797
Purchase obligations         346,542       298,039         4,638         4,538         4,538       15,126           19,663
One-time transition tax
payable                       53,302         5,076         5,076         5,076         9,518       12,691           15,865


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 2, 2020, letters of credit
totaling $1.8 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
our distribution centers, and other net revenue, which includes revenue from
outlets, temporary locations, sales to wholesale accounts, warehouse sales, and
license and supply arrangement net revenue, which consists of royalties as well
as sales of our 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 provisions. Inventory is valued at the lower of cost and net
realizable value. We periodically review our inventories and make a provision 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

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based upon assumptions about product quality, damages, 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.
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.
Deferred taxes on undistributed net investment of foreign subsidiaries. We have
not recognized U.S. state income taxes and foreign withholding taxes on the net
investment in our subsidiaries which we have determined to be indefinitely
reinvested. This determination is based on the cash flow projections and
operational and fiscal objectives of each of our foreign subsidiaries. Such
estimates are inherently imprecise since many assumptions utilized in the
projections are subject to revision in the future.
For the portion of our net investment in our Canadian subsidiaries that are not
indefinitely reinvested, we have recorded a deferred tax liability for the taxes
which would be due upon repatriation. For distributions made by our Canadian
subsidiaries, the amount of tax payable is partially dependent on how the
repatriation transactions are made. The deferred tax liability has been recorded
on the basis that we would choose to make the repatriation transactions in the
most tax efficient manner. Specifically, to the extent that the Canadian
subsidiaries have sufficient paid-up-capital, any such distributions would be
characterized for Canadian tax purposes as a return of capital, rather than as a
dividend, and would not be subject to Canadian withholding tax.
As of February 2, 2020, the paid-up-capital balance of the Canadian subsidiaries
for tax purposes was $1.5 billion. The net investment in our Canadian
subsidiaries was $1.3 billion, of which $0.8 billion was determined to be
indefinitely reinvested. The Canadian subsidiaries have sufficient
paid-up-capital such that we could choose to repatriate the portion of our net
investment that is not indefinitely reinvested without paying Canadian
withholding tax.
Deferred tax liabilities of $1.5 million have been recognized in relation to the
portion of our net investment in our Canadian subsidiaries that is not
indefinitely reinvested, principally representing the U.S. state income taxes
which would be due upon repatriation. The unrecognized deferred tax liability on
the indefinitely reinvested amount is approximately $2.3 million.
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.

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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.

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