What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-03-30 compared with 2020-03-26 · 156 added, 71 removed, 179 unchanged (56% of the section changed)

8 unchanged sentences

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

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statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

7 unchanged sentences

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO.

this evaluation, management concluded that we maintained effective internal control over financial reporting as of February 2, 2020 .

The effectiveness of our internal control over financial reporting as of February 2, 2020 has been audited by PricewaterhouseCoopers LLP our independent registered public accounting firm, as stated in their report in Item 8 of Part II of this Form 10-K.

Based on this evaluation, management concluded that we maintained effective internal control over financial reporting as of January 31, 2021.

The effectiveness of our internal control over financial reporting as of January 31, 2021 has been audited by PricewaterhouseCoopers LLP our independent registered public accounting firm, as stated in their report in Item 8 of Part II of this Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fourth quarter of the fiscal year ended February 2, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

On March 24, 2021, our board of directors amended and restated our bylaws.

The amendments are designed to update and modernize the bylaws to (1) conform them to the General Corporation Law, (2) reflect recent developments in public company governance, (3) remove certain outdated provisions and eliminate redundancies, (4) clarify certain corporate procedures, and (5) conform language and style.

The amended and restated bylaws include amendments to:

• clarify the provisions for stockholder meetings, including those held solely by means of remote communications;

• update the provisions governing the notice of stockholder meetings;

• update and modernize the provisions governing stockholder lists;

• update and modernize the procedures for meetings of the board of directors, including notice of meetings;

• update and modernize the provisions governing board action by written consent;

• require that any delayed effectiveness of officer or director resignations be subject to the approval of the board of directors;

• update, modernize, and clarify the provisions regarding the Board chair;

• update and modernize provisions regarding the committees of the board of directors;

• update and modernize the provisions governing the indemnification of officers and directors of the company, including providing that the company is required to indemnify (and advance expenses to) officers and directors to the fullest extent permitted by applicable law;

• make certain other updates, clarifications, and administerial and conforming changes.

The foregoing description of the amended and restated bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the amended and restated bylaws, a copy of which is attached as Exhibit 3.5 and incorporated by reference herein.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item concerning our directors, director nominees and Section 16 beneficial ownership reporting compliance is incorporated by reference to our definitive Proxy Statement for our 2020 Annual Meeting of Stockholders under the captions "Election of Directors," "Section 16(a) Beneficial Ownership Reporting Compliance," "Executive Officers," and "Corporate Governance," and, to the extent necessary, under the caption "Delinquent Section 16(a) Reports."

The information required by this item concerning our directors, director nominees and Section 16 beneficial ownership reporting compliance is incorporated by reference to our definitive Proxy Statement for our 2021 Annual Meeting of Stockholders under the captions "Election of Directors," "Executive Officers," and "Corporate Governance," and, to the extent necessary, under the caption "Delinquent Section 16(a) Reports."

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

6 unchanged sentences

The information required by this item is incorporated by reference to our 2021 Proxy Statement under the caption "Principal Stockholders and Stock Ownership by Management."

Equity Compensation Plan Information (as of February 2, 2020 )

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)

Equity Compensation Plan Information (as of January 31, 2021)

Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (2)

2 unchanged sentences

Equity compensation plans not approved by stockholders — — —

Total 1,293,025 $ 139.27 17,608,484

(1) This amount represents the following:

7 unchanged sentences

No further awards may be issued under the predecessor plan, our 2007 Equity Incentive Plan.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

2 unchanged sentences

The information required by this item is incorporated by reference to our 2021 Proxy Statement under the caption "Fees for Professional Services."

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

4 unchanged sentences

Valuation and Qualifying Accounts

Balance at Beginning of Year

Charged to Costs and Expenses

Write-offs Net of Recoveries

Balance at End of Year

Description Balance at Beginning of Year Charged to Costs and Expenses Write-offs Net of Recoveries Balance at End of Year

(In thousands)

Shrink Provision on Finished Goods

For the year ended January 28, 2018

For the year ended February 3, 2019 $ ( 310 ) $ ( 13,597 ) $ 12,713 $ ( 1,194 )

For the year ended February 2, 2020 ( 1,194 ) ( 12,593 ) 11,712 ( 2,075 )

Obsolescence and Quality Provision on Finished Goods and Raw Materials

For the year ended January 31, 2021 ( 2,075 ) ( 9,231 ) 10,323 ( 983 )

Obsolescence and Quality Provision on Finished Goods and Raw Materials

For the year ended February 3, 2019 $ ( 9,303 ) $ ( 2,453 ) $ 4,204 $ ( 7,552 )

For the year ended February 2, 2020 ( 7,552 ) ( 5,363 ) 2,533 ( 10,382 )

Damage Provision on Finished Goods

For the year ended January 31, 2021 ( 10,382 ) ( 2,467 ) 472 ( 12,377 )

Damage Provision on Finished Goods

For the year ended February 3, 2019 $ ( 5,520 ) $ ( 22,912 ) $ 21,089 $ ( 7,343 )

For the year ended February 2, 2020 ( 7,343 ) ( 28,313 ) 26,047 ( 9,609 )

Sales Return Allowances

For the year ended January 31, 2021 ( 9,609 ) ( 28,073 ) 20,073 ( 17,609 )

Sales Return Allowances

For the year ended February 3, 2019 $ ( 6,293 ) $ ( 5,025 ) $ — $ ( 11,318 )

For the year ended February 2, 2020 ( 11,318 ) ( 1,579 ) — ( 12,897 )

Valuation Allowance on Deferred Income Taxes

For the year ended January 31, 2021 ( 12,897 ) ( 19,663 ) — ( 32,560 )

Valuation Allowance on Deferred Income Taxes

For the year ended February 3, 2019 $ ( 1,843 ) $ ( 427 ) $ 1,763 $ ( 507 )

For the year ended February 2, 2020 ( 507 ) ( 5,148 ) — ( 5,655 )

For the year ended January 31, 2021 ( 5,655 ) ( 809 ) — ( 6,464 )

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Exhibit Index

Incorporated by Reference

Exhibit Title

Exhibit Title Filed

Herewith Form Exhibit No.

2.1 Agreement and Plan of Merger by and among lululemon athletic inc., Snowflake Acquisition Corp., Curiouser Products Inc., and Shareholder Representative Services LLC

8-K 2.1 001-33608 7/1/2020

3.1 Amended and Restated Certificate of Incorporation of lululemon athletica inc.

8-K 3.1 001-33608 8/8/2007

3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of lululemon athletica inc.

8-K 3.1 001-33608 7/1/2011

3.3 Certificate of Amendment to Certificate of Incorporation filed July 20, 2017

10-Q 3.1 001-33608 8/30/2018

3.4 Certificate of Amendment to Certificate of Incorporation filed June 12, 2018

10-Q 3.1 001-33608 8/30/2018

3.5 Bylaws of lululemon athletica inc.

4.1 Form of Specimen Stock Certificate of lululemon athletica inc.

S-3 4.1 333-185899 1/7/2013

4.2 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934

10-K 4.2 001-33608 3/26/2020

10.1* lululemon athletica inc.

2014 Equity Incentive Plan

8-K 10.1 001-33608 6/13/2014

10.2* Form of Non-Qualified Stock Option Agreement (for outside directors)

10-Q 10.2 001-33608 12/6/2012

10.3* Form of Non-Qualified Stock Option Agreement (with clawback provision)

10-Q 10.1 001-33608 6/1/2017

10.4* Form of Notice of Grant of Performance Shares and Performance Shares Agreement (with clawback provision)

10-Q 10.2 001-33608 6/1/2017

10.5* Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (with clawback provision)

10-Q 10.3 001-33608 6/1/2017

10.6* Form of Restricted Stock Award Agreement

10-Q 10.12 001-33608 12/11/2014

10.7* Amended and Restated LIPO Investments (USA), Inc.

Option Plan and form of Award Agreement

S-1 10.3 333-142477 5/1/2007

10.8 Second Amended and Restated Registration Rights Agreement dated June 18, 2015 between lululemon athletica inc.

and the parties named therein

10-Q 10.2 001-33608 9/10/2015

10.9 Exchange Trust Agreement dated July 26, 2007 between lululemon athletica inc., Lulu Canadian Holding, Inc.

and Computershare Trust Company of Canada

10-Q 10.5 001-33608 9/10/2007

10.10 Exchangeable Share Support Agreement dated July 26, 2007 between lululemon athletica inc., Lululemon Callco ULC and Lulu Canadian Holding, Inc.

10-Q 10.6 001-33608 9/10/2007

10.11 Amended and Restated Declaration of Trust for Forfeitable Exchangeable Shares dated July 26, 2007, by and among the parties named therein

10-Q 10.7 001-33608 9/10/2007

10.12 Amended and Restated Arrangement Agreement dated as of June 18, 2007, by and among the parties named therein (including Plan of Arrangement and Exchangeable Share Provisions)

Incorporated by Reference

Exhibit Title

S-1/A 10.14 333-142477 7/9/2007

10.13 Form of Indemnification Agreement between lululemon athletica inc.

and its directors and certain officers

Purchase and Sale Agreement between 2725312 Canada Inc and lululemon athletica inc., dated December 22, 2010

S-1/A 10.16 333-142477 7/9/2007

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Incorporated by Reference

Exhibit Title Filed

Herewith Form Exhibit No.

10.14* Outside Director Compensation Plan

10-Q 10.1 001-33608 12/11/2019

10.15* lululemon athletica inc.

Employee Share Purchase Plan

10-Q 10.3 001-33608 11/29/2007

10.16* Executive Employment Agreement, effective as of December 5, 2016, between lululemon athletica canada inc.

and Celeste Burgoyne

10-K 10.23 001-33608 3/29/2017

10.17* Amendment to Executive Employment Agreement, effective October 27, 2020, between lululemon athletica canada inc.

and Celeste Burgoyne

10-Q 10.1 001-33608 12/10/2020

10.18* Executive Employment Agreement, effective as of August 20, 2018, between lululemon athletica canada inc.

and Calvin McDonald

Executive Employment Agreement, effective as of April 30, 2018, between lululemon athletica inc.

and Patrick Guido

Amendment to Executive Employment Agreement, effective as of March 4, 2019, between lululemon athletica inc.

and Patrick Guido

8-K 10.1 001-33608 7/24/2018

10.19* Executive Employment Agreement, effective as of November 23, 2020, between lululemon athletica inc.

and Meghan Frank

10-Q 10.2 001-33608 12/10/2020

10.20* Executive Employment Agreement, effective as of September 20, 2018, between lululemon athletica inc.

and Michelle Choe

10-Q 10.1 001-33608 12/06/2018

10.21* Executive Employment Agreement, effective as of January 20, 2020, between lululemon athletica inc.

and Nicole Neuburger

10-K 10.23 001-33608 3/26/2020

10.22* Executive Employment Agreement, effective as of January 4, 2021, between lululemon athletica UK ltd.

and Andre Maestrini

10.23 Credit Agreement, dated as of December 15, 2016, among lululemon athletica inc., lululemon athletica canada inc., Lulu Canadian Holding, Inc.

and lululemon usa inc., as borrowers, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, HSBC Bank Canada, as syndication agent and letter of credit issuer, and each other lender party thereto.

8-K 10.1 001-33608 12/21/2016

10.24 Amendment No.

1 unchanged sentence

and the other parties thereto

Subsidiaries of lululemon athletica inc.

8-K 10.1 001-33608

21.1 Significant subsidiaries of lululemon athletica inc.

23.1 Consent of PricewaterhouseCoopers LLP

1 unchanged sentence

31.2 Certification of principal financial and accounting officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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Incorporated by Reference

Exhibit Title Filed

Herewith Form Exhibit No.

32.1** Certification of principal executive officer and principal financial and accounting officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Incorporated by Reference

Exhibit Title

The following financial statements from the Company's 10-K for the fiscal year ended February 2, 2020, formatted in iXBRL:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows (v) Notes to the Consolidated Financial Statements

101 The following financial statements from the Company's 10-K for the fiscal year ended January 31, 2021, formatted in iXBRL:

* Denotes a compensatory plan, contract or arrangement, in which our directors or executive officers may participate.

** Furnished herewith.

FORM 10-K SUMMARY

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LULULEMON ATHLETICA INC.

/s/ CALVIN M C DONALD

/s/ CALVIN MCDONALD

Calvin McDonald

2 unchanged sentences

March 30, 2021

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Calvin McDonald and Patrick J.

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

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Calvin McDonald and Meghan Frank and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their and his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature Title Date

/s/ CALVIN M C DONALD

Chief Executive Officer and Director

March 26, 2020

Calvin McDonald

(principal executive officer)

/s/ PATRICK J.

Chief Financial Officer

March 26, 2020

(principal financial and accounting officer)

/s/ GLENN MURPHY

Director, Chairman of the Board

March 26, 2020

/s/ MICHAEL CASEY

March 26, 2020

Chief Executive Officer and Director March 30, 2021

Calvin McDonald (principal executive officer)

/s/ MEGHAN FRANK Chief Financial Officer March 30, 2021

Meghan Frank (principal financial and accounting officer)

/s/ GLENN MURPHY Director, Board Chair March 30, 2021

/s/ MICHAEL CASEY Director March 30, 2021

Michael Casey

/s/ STEPHANIE FERRIS

March 26, 2020

/s/ STEPHANIE FERRIS Director March 30, 2021

Stephanie Ferris

/s/ TRICIA GLYNN

March 26, 2020

/s/ KATHRYN HENRY

March 26, 2020

/s/ KOURTNEY GIBSON Director March 30, 2021

Kourtney Gibson

/s/ TRICIA GLYNN Director March 30, 2021

/s/ KATHRYN HENRY Director March 30, 2021

Kathryn Henry

/s/ JON MCNEILL

March 26, 2020

/s/ JON MCNEILL Director March 30, 2021

/s/ MARTHA A.M.

March 26, 2020

/s/ EMILY WHITE

March 26, 2020

MORFITT Director March 30, 2021

MUSSAFER Director March 30, 2021

/s/ EMILY WHITE Director March 30, 2021

Table o f Contents

Exhibit Index

Incorporated by Reference

Exhibit Title

Exhibit Title Filed

Herewith Form Exhibit No.

2.1 Agreement and Plan of Merger by and among lululemon athletic inc., Snowflake Acquisition Corp., Curiouser Products Inc., and Shareholder Representative Services LLC

8-K 2.1 001-33608 7/1/2020

3.1 Amended and Restated Certificate of Incorporation of lululemon athletica inc.

8-K 3.1 001-33608 8/8/2007

3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of lululemon athletica inc.

8-K 3.1 001-33608 7/1/2011

3.3 Certificate of Amendment to Certificate of Incorporation filed July 20, 2017

10-Q 3.1 001-33608 8/30/2018

3.4 Certificate of Amendment to Certificate of Incorporation filed June 12, 2018

10-Q 3.1 001-33608 8/30/2018

3.5 Bylaws of lululemon athletica inc.

4.1 Form of Specimen Stock Certificate of lululemon athletica inc.

S-3 4.1 333-185899 1/7/2013

4.2 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934

10-K 4.2 001-33608 3/26/2020

10.1* lululemon athletica inc.

2014 Equity Incentive Plan

8-K 10.1 001-33608 6/13/2014

10.2* Form of Non-Qualified Stock Option Agreement (for outside directors)

10-Q 10.2 001-33608 12/6/2012

10.3* Form of Non-Qualified Stock Option Agreement (with clawback provision)

10-Q 10.1 001-33608 6/1/2017

10.4* Form of Notice of Grant of Performance Shares and Performance Shares Agreement (with clawback provision)

10-Q 10.2 001-33608 6/1/2017

10.5* Form of Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement (with clawback provision)

10-Q 10.3 001-33608 6/1/2017

10.6* Form of Restricted Stock Award Agreement

10-Q 10.12 001-33608 12/11/2014

10.7* Amended and Restated LIPO Investments (USA), Inc.

Option Plan and form of Award Agreement

S-1 10.3 333-142477 5/1/2007

10.8 Second Amended and Restated Registration Rights Agreement dated June 18, 2015 between lululemon athletica inc.

and the parties named therein

10-Q 10.2 001-33608 9/10/2015

10.9 Exchange Trust Agreement dated July 26, 2007 between lululemon athletica inc., Lulu Canadian Holding, Inc.

and Computershare Trust Company of Canada

10-Q 10.5 001-33608 9/10/2007

10.10 Exchangeable Share Support Agreement dated July 26, 2007 between lululemon athletica inc., Lululemon Callco ULC and Lulu Canadian Holding, Inc.

10-Q 10.6 001-33608 9/10/2007

10.11 Amended and Restated Declaration of Trust for Forfeitable Exchangeable Shares dated July 26, 2007, by and among the parties named therein

10-Q 10.7 001-33608 9/10/2007

10.12 Amended and Restated Arrangement Agreement dated as of June 18, 2007, by and among the parties named therein (including Plan of Arrangement and Exchangeable Share Provisions)

Incorporated by Reference

Exhibit Title

S-1/A 10.14 333-142477 7/9/2007

10.13 Form of Indemnification Agreement between lululemon athletica inc.

and its directors and certain officers

Purchase and Sale Agreement between 2725312 Canada Inc and lululemon athletica inc., dated December 22, 2010

S-1/A 10.16 333-142477 7/9/2007

10.14* Outside Director Compensation Plan

10-Q 10.1 001-33608 12/11/2019

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Incorporated by Reference

Exhibit Title Filed

Herewith Form Exhibit No.

10.15* lululemon athletica inc.

Employee Share Purchase Plan

10-Q 10.3 001-33608 11/29/2007

10.16* Executive Employment Agreement, effective as of December 5, 2016, between lululemon athletica canada inc.

and Celeste Burgoyne

10-K 10.23 001-33608 3/29/2017

10.17* Amendment to Executive Employment Agreement, effective October 27, 2020, between lululemon athletica canada inc.

and Celeste Burgoyne 10-Q 10.1 001-33608 12/10/2020

10.18* Executive Employment Agreement, effective as of August 20, 2018, between lululemon athletica canada inc.

and Calvin McDonald

Executive Employment Agreement, effective as of April 30, 2018, between lululemon athletica inc.

and Patrick Guido

Amendment to Executive Employment Agreement, effective as of March 4, 2019, between lululemon athletica inc.

and Patrick Guido

8-K 10.1 001-33608 7/24/2018

10.19* Executive Employment Agreement, effective as of November 23, 2020, between lululemon athletica inc.

and Meghan Frank

10-Q 10.2 001-33608 12/10/2020

10.20* Executive Employment Agreement, effective as of September 20, 2018, between lululemon athletica inc.

and Michelle Choe

10-Q 10.1 001-33608 12/06/2018

10.21* Executive Employment Agreement, effective as of January 20, 2020, between lululemon athletica inc.

and Nicole Neuburger

10-K 10.23 001-33608 3/26/2020

10.22* Executive Employment Agreement, effective as of January 4, 2021, between lululemon athletica UK ltd.

and Andre Maestrini X

10.23 Credit Agreement, dated as of December 15, 2016, among lululemon athletica inc., lululemon athletica canada inc., Lulu Canadian Holding, Inc.

8-K 10.1 001-33608 12/21/2016

10.24 Amendment No.

1 unchanged sentence

and the other parties thereto

Subsidiaries of lululemon athletica inc.

8-K 10.1 001-33608

21.1 Significant subsidiaries of lululemon athletica inc.

23.1 Consent of PricewaterhouseCoopers LLP

1 unchanged sentence

31.2 Certification of principal financial and accounting officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Table o f Contents

Incorporated by Reference

Exhibit Title Filed

Herewith Form Exhibit No.

32.1** Certification of principal executive officer and principal financial and accounting officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Incorporated by Reference

Exhibit Title

The following financial statements from the Company's 10-K for the fiscal year ended February 2, 2020, formatted in iXBRL:

101 The following financial statements from the Company's 10-K for the fiscal year ended January 31, 2021, formatted in iXBRL:

* Denotes a compensatory plan, contract or arrangement, in which our directors or executive officers may participate.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures