|
|
Minnesota
|
|
41-0215170
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
1000 Nicollet Mall, Minneapolis, Minnesota
|
|
55403
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
|||
Smaller reporting company
o
|
Emerging growth company
o
|
|
||
Financial Statements
(unaudited)
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
|
|
|
||
|
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(millions, except per share data) (unaudited)
|
July 29,
2017 |
|
|
July 30,
2016 |
|
|
July 29,
2017 |
|
|
July 30,
2016 |
|
||||
Sales
|
$
|
16,429
|
|
|
$
|
16,169
|
|
|
$
|
32,446
|
|
|
$
|
32,364
|
|
Cost of sales
(a)
|
11,419
|
|
|
11,172
|
|
|
22,618
|
|
|
22,421
|
|
||||
Gross margin
|
5,010
|
|
|
4,997
|
|
|
9,828
|
|
|
9,943
|
|
||||
Selling, general and administrative expenses
|
3,382
|
|
|
3,249
|
|
|
6,515
|
|
|
6,402
|
|
||||
Depreciation and amortization (exclusive of depreciation included in cost of sales)
(a)
|
514
|
|
|
500
|
|
|
1,022
|
|
|
981
|
|
||||
Earnings from continuing operations before interest expense and income taxes
|
1,114
|
|
|
1,248
|
|
|
2,291
|
|
|
2,560
|
|
||||
Net interest expense
|
135
|
|
|
307
|
|
|
278
|
|
|
722
|
|
||||
Earnings from continuing operations before income taxes
|
979
|
|
|
941
|
|
|
2,013
|
|
|
1,838
|
|
||||
Provision for income taxes
|
308
|
|
|
316
|
|
|
664
|
|
|
599
|
|
||||
Net earnings from continuing operations
|
671
|
|
|
625
|
|
|
1,349
|
|
|
1,239
|
|
||||
Discontinued operations, net of tax
|
1
|
|
|
55
|
|
|
4
|
|
|
73
|
|
||||
Net earnings
|
$
|
672
|
|
|
$
|
680
|
|
|
$
|
1,353
|
|
|
$
|
1,312
|
|
Basic earnings per share
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
1.22
|
|
|
$
|
1.07
|
|
|
$
|
2.45
|
|
|
$
|
2.10
|
|
Discontinued operations
|
—
|
|
|
0.09
|
|
|
0.01
|
|
|
0.12
|
|
||||
Net earnings per share
|
$
|
1.22
|
|
|
$
|
1.17
|
|
|
$
|
2.45
|
|
|
$
|
2.22
|
|
Diluted earnings per share
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
1.22
|
|
|
$
|
1.07
|
|
|
$
|
2.44
|
|
|
$
|
2.08
|
|
Discontinued operations
|
—
|
|
|
0.09
|
|
|
0.01
|
|
|
0.12
|
|
||||
Net earnings per share
|
$
|
1.22
|
|
|
$
|
1.16
|
|
|
$
|
2.44
|
|
|
$
|
2.20
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
549.3
|
|
|
582.2
|
|
|
550.8
|
|
|
590.3
|
|
||||
Dilutive impact of share-based awards
|
2.6
|
|
|
4.6
|
|
|
2.8
|
|
|
5.0
|
|
||||
Diluted
|
551.9
|
|
|
586.8
|
|
|
553.6
|
|
|
595.3
|
|
||||
Antidilutive shares
|
5.2
|
|
|
0.2
|
|
|
3.6
|
|
|
0.1
|
|
||||
Dividends declared per share
|
$
|
0.62
|
|
|
$
|
0.60
|
|
|
$
|
1.22
|
|
|
$
|
1.16
|
|
Consolidated Statements of Comprehensive Income
|
|
|
||||||||||||
|
Three Months Ended
|
Six Months Ended
|
||||||||||||
(millions) (unaudited)
|
July 29,
2017 |
|
|
July 30,
2016 |
|
July 29,
2017 |
|
|
July 30,
2016 |
|
||||
Net earnings
|
$
|
672
|
|
|
$
|
680
|
|
$
|
1,353
|
|
|
$
|
1,312
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
||||
Pension and other benefit liabilities, net of taxes of $5, $3, $10 and $8
|
7
|
|
|
5
|
|
14
|
|
|
12
|
|
||||
Currency translation adjustment and cash flow hedges, net of taxes of $1, $0, $1, and $1
|
3
|
|
|
—
|
|
8
|
|
|
5
|
|
||||
Other comprehensive income
|
10
|
|
|
5
|
|
22
|
|
|
17
|
|
||||
Comprehensive income
|
$
|
682
|
|
|
$
|
685
|
|
$
|
1,375
|
|
|
$
|
1,329
|
|
Consolidated Statements of Financial Position
|
|
|
|
|
|
|
|
|
|||
(millions) (unaudited)
|
July 29,
2017 |
|
|
January 28,
2017 |
|
|
July 30,
2016 |
|
|||
Assets
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
2,291
|
|
|
$
|
2,512
|
|
|
$
|
1,480
|
|
Inventory
|
8,257
|
|
|
8,309
|
|
|
8,631
|
|
|||
Assets of discontinued operations
|
19
|
|
|
69
|
|
|
83
|
|
|||
Other current assets
|
1,053
|
|
|
1,100
|
|
|
1,309
|
|
|||
Total current assets
|
11,620
|
|
|
11,990
|
|
|
11,503
|
|
|||
Property and equipment
|
|
|
|
|
|
|
|
|
|||
Land
|
6,089
|
|
|
6,106
|
|
|
6,111
|
|
|||
Buildings and improvements
|
28,041
|
|
|
27,611
|
|
|
27,315
|
|
|||
Fixtures and equipment
|
5,361
|
|
|
5,503
|
|
|
5,282
|
|
|||
Computer hardware and software
|
2,518
|
|
|
2,651
|
|
|
2,504
|
|
|||
Construction-in-progress
|
423
|
|
|
200
|
|
|
232
|
|
|||
Accumulated depreciation
|
(17,571
|
)
|
|
(17,413
|
)
|
|
(16,510
|
)
|
|||
Property and equipment, net
|
24,861
|
|
|
24,658
|
|
|
24,934
|
|
|||
Noncurrent assets of discontinued operations
|
10
|
|
|
12
|
|
|
17
|
|
|||
Other noncurrent assets
|
875
|
|
|
771
|
|
|
834
|
|
|||
Total assets
|
$
|
37,366
|
|
|
$
|
37,431
|
|
|
$
|
37,288
|
|
Liabilities and shareholders’ investment
|
|
|
|
|
|
|
|
|
|||
Accounts payable
|
$
|
7,584
|
|
|
$
|
7,252
|
|
|
$
|
6,811
|
|
Accrued and other current liabilities
|
3,790
|
|
|
3,737
|
|
|
3,544
|
|
|||
Current portion of long-term debt and other borrowings
|
1,354
|
|
|
1,718
|
|
|
647
|
|
|||
Liabilities of discontinued operations
|
1
|
|
|
1
|
|
|
1
|
|
|||
Total current liabilities
|
12,729
|
|
|
12,708
|
|
|
11,003
|
|
|||
Long-term debt and other borrowings
|
10,892
|
|
|
11,031
|
|
|
12,063
|
|
|||
Deferred income taxes
|
784
|
|
|
861
|
|
|
754
|
|
|||
Noncurrent liabilities of discontinued operations
|
18
|
|
|
18
|
|
|
19
|
|
|||
Other noncurrent liabilities
|
1,845
|
|
|
1,860
|
|
|
1,872
|
|
|||
Total noncurrent liabilities
|
13,539
|
|
|
13,770
|
|
|
14,708
|
|
|||
Shareholders’ investment
|
|
|
|
|
|
|
|
|
|||
Common stock
|
46
|
|
|
46
|
|
|
48
|
|
|||
Additional paid-in capital
|
5,707
|
|
|
5,661
|
|
|
5,562
|
|
|||
Retained earnings
|
5,961
|
|
|
5,884
|
|
|
6,579
|
|
|||
Accumulated other comprehensive loss
|
(616
|
)
|
|
(638
|
)
|
|
(612
|
)
|
|||
Total shareholders’ investment
|
11,098
|
|
|
10,953
|
|
|
11,577
|
|
|||
Total liabilities and shareholders’ investment
|
$
|
37,366
|
|
|
$
|
37,431
|
|
|
$
|
37,288
|
|
Consolidated Statements of Cash Flows
|
|
|
|
||||
|
Six Months Ended
|
||||||
(millions) (unaudited)
|
July 29,
2017 |
|
|
July 30,
2016 |
|
||
Operating activities
|
|
|
|
|
|
||
Net earnings
|
$
|
1,353
|
|
|
$
|
1,312
|
|
Earnings from discontinued operations, net of tax
|
4
|
|
|
73
|
|
||
Net earnings from continuing operations
|
1,349
|
|
|
1,239
|
|
||
Adjustments to reconcile net earnings to cash provided by operations
|
|
|
|
|
|
||
Depreciation and amortization
|
1,151
|
|
|
1,116
|
|
||
Share-based compensation expense
|
43
|
|
|
67
|
|
||
Deferred income taxes
|
(87
|
)
|
|
(79
|
)
|
||
Loss on debt extinguishment
|
—
|
|
|
422
|
|
||
Noncash losses
/
(gains) and other, net
|
81
|
|
|
(26
|
)
|
||
Changes in operating accounts
|
|
|
|
|
|||
Inventory
|
52
|
|
|
(29
|
)
|
||
Other assets
|
74
|
|
|
131
|
|
||
Accounts payable
|
332
|
|
|
(607
|
)
|
||
Accrued and other liabilities
|
(129
|
)
|
|
(838
|
)
|
||
Cash provided by operating activities—continuing operations
|
2,866
|
|
|
1,396
|
|
||
Cash provided by
operating activities—discontinued operations
|
57
|
|
|
92
|
|
||
Cash provided by operations
|
2,923
|
|
|
1,488
|
|
||
Investing activities
|
|
|
|
|
|
||
Expenditures for property and equipment
|
(1,203
|
)
|
|
(684
|
)
|
||
Proceeds from disposal of property and equipment
|
22
|
|
|
14
|
|
||
Other investments
|
(80
|
)
|
|
1
|
|
||
Cash required for investing activities
|
(1,261
|
)
|
|
(669
|
)
|
||
Financing activities
|
|
|
|
|
|
||
Additions to long-term debt
|
—
|
|
|
1,979
|
|
||
Reductions of long-term debt
|
(614
|
)
|
|
(2,611
|
)
|
||
Dividends paid
|
(663
|
)
|
|
(666
|
)
|
||
Repurchase of stock
|
(615
|
)
|
|
(2,238
|
)
|
||
Stock option exercises
|
9
|
|
|
151
|
|
||
Cash required for financing activities
|
(1,883
|
)
|
|
(3,385
|
)
|
||
Net decrease in cash and cash equivalents
|
(221
|
)
|
|
(2,566
|
)
|
||
Cash and cash equivalents at beginning of period
|
2,512
|
|
|
4,046
|
|
||
Cash and cash equivalents at end of period
|
$
|
2,291
|
|
|
$
|
1,480
|
|
Consolidated Statements of Shareholders’ Investment
|
||||||||||||||||||||||
|
Common
|
|
|
Stock
|
|
|
Additional
|
|
|
|
|
|
Accumulated Other
|
|
|
|
|
|||||
|
Stock
|
|
|
Par
|
|
|
Paid-in
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
|
|
|||||
(millions) (unaudited)
|
Shares
|
|
|
Value
|
|
|
Capital
|
|
|
Earnings
|
|
|
(Loss)
/
Income
|
|
|
Total
|
|
|||||
January 30, 2016
|
602.2
|
|
|
$
|
50
|
|
|
$
|
5,348
|
|
|
$
|
8,188
|
|
|
$
|
(629
|
)
|
|
$
|
12,957
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
2,737
|
|
|
—
|
|
|
2,737
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,359
|
)
|
|
—
|
|
|
(1,359
|
)
|
|||||
Repurchase of stock
|
(50.9
|
)
|
|
(4
|
)
|
|
—
|
|
|
(3,682
|
)
|
|
—
|
|
|
(3,686
|
)
|
|||||
Stock options and awards
|
4.9
|
|
|
—
|
|
|
313
|
|
|
—
|
|
|
—
|
|
|
313
|
|
|||||
January 28, 2017
|
556.2
|
|
|
$
|
46
|
|
|
$
|
5,661
|
|
|
$
|
5,884
|
|
|
$
|
(638
|
)
|
|
$
|
10,953
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
1,353
|
|
|
—
|
|
|
1,353
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
22
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(675
|
)
|
|
—
|
|
|
(675
|
)
|
|||||
Repurchase of stock
|
(10.6
|
)
|
|
—
|
|
|
—
|
|
|
(601
|
)
|
|
—
|
|
|
(601
|
)
|
|||||
Stock options and awards
|
0.6
|
|
|
—
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|||||
July 29, 2017
|
546.2
|
|
|
$
|
46
|
|
|
$
|
5,707
|
|
|
$
|
5,961
|
|
|
$
|
(616
|
)
|
|
$
|
11,098
|
|
Cost of Sales
|
Selling, General and Administrative Expenses
|
Total cost of products sold including:
• Freight expenses associated with moving merchandise from our vendors to and between our distribution centers and our retail stores • Vendor income that is not reimbursement of specific, incremental and identifiable costs Inventory shrink Markdowns Outbound shipping and handling expenses associated with sales to our guests Payment term cash discounts Distribution center costs, including compensation and benefits costs and depreciation Import costs |
Compensation and benefit costs for stores and
headquarters Occupancy and operating costs of retail and headquarters facilities
Advertising, offset by vendor income that is a
reimbursement of specific, incremental and identifiable costs Pre-opening and exit costs of stores and other facilities U.S. credit cards servicing expenses and profit sharing Costs associated with accepting 3 rd party bank issued payment cards Litigation and defense costs and related insurance recovery Other administrative costs |
Fair Value Measurements - Recurring Basis
|
|
Fair Value at
|
||||||||||
(millions)
|
Pricing Category
|
July 29,
2017 |
|
|
January 28,
2017 |
|
|
July 30,
2016 |
|
|||
Assets
|
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|||
Short-term investments held by U.S. entities
|
Level 1
|
$
|
251
|
|
|
$
|
1,110
|
|
|
$
|
303
|
|
Short-term investments held by entities located outside the U.S.
(a)
|
Level 1
|
1,366
|
|
|
762
|
|
|
497
|
|
|||
Other current assets
|
|
|
|
|
|
|
|
|
|
|||
Prepaid forward contracts
|
Level 1
|
37
|
|
|
26
|
|
|
31
|
|
|||
Beneficial interest asset
|
Level 3
|
6
|
|
|
12
|
|
|
13
|
|
|||
Interest rate swaps
(b)
|
Level 2
|
—
|
|
|
1
|
|
|
—
|
|
|||
Other noncurrent assets
|
|
|
|
|
|
|
|
|
|
|||
Interest rate swaps
(b)
|
Level 2
|
4
|
|
|
4
|
|
|
28
|
|
|||
Beneficial interest asset
|
Level 3
|
—
|
|
|
—
|
|
|
6
|
|
Significant Financial Instruments not Measured at Fair Value
(a)
(millions)
|
July 29, 2017
|
|
January 28, 2017
|
|
July 30, 2016
|
|||||||||||||||
Carrying
Amount
|
|
Fair
Value
|
|
|
Carrying
Amount
|
|
Fair
Value
|
|
|
Carrying
Amount
|
|
Fair
Value
|
|
|||||||
Debt
(b)
|
$
|
11,122
|
|
$
|
12,143
|
|
|
$
|
11,715
|
|
$
|
12,545
|
|
|
$
|
11,712
|
|
$
|
13,542
|
|
(millions)
|
July 29,
2017 |
|
January 28,
2017 |
|
July 30,
2016 |
|
|||
|
|
|
|
||||||
Cash held by U.S. entities
|
$
|
239
|
|
$
|
257
|
|
$
|
249
|
|
Cash held by entities located outside the U.S.
(a)
|
21
|
|
17
|
|
13
|
|
|||
Short-term investments held by U.S. entities
|
251
|
|
1,110
|
|
303
|
|
|||
Short-term investments held by entities located outside the U.S.
(a)
|
1,366
|
|
762
|
|
497
|
|
|||
Receivables from third-party financial institutions for credit and debit card transactions
|
414
|
|
366
|
|
418
|
|
|||
Cash and cash equivalents
|
$
|
2,291
|
|
$
|
2,512
|
|
$
|
1,480
|
|
|
Six Months Ended
|
||||||
(millions, except per share data)
|
July 29,
2017 |
|
|
July 30,
2016 |
|
||
Total number of shares purchased
|
10.6
|
|
|
30.4
|
|
||
Average price paid per share
|
$
|
56.76
|
|
|
$
|
73.70
|
|
Total investment
|
$
|
601
|
|
|
$
|
2,243
|
|
Net Pension Benefits Expense
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(millions)
|
July 29,
2017 |
|
|
July 30,
2016 |
|
|
July 29,
2017 |
|
|
July 30,
2016 |
|
||||
Service cost
|
$
|
21
|
|
|
$
|
20
|
|
|
$
|
42
|
|
|
$
|
41
|
|
Interest cost
|
34
|
|
|
35
|
|
|
69
|
|
|
69
|
|
||||
Expected return on assets
|
(61
|
)
|
|
(65
|
)
|
|
(123
|
)
|
|
(129
|
)
|
||||
Amortization of losses
|
15
|
|
|
13
|
|
|
30
|
|
|
25
|
|
||||
Amortization of prior service cost
|
(3
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
(6
|
)
|
||||
Total
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
—
|
|
(millions)
|
Cash Flow
Hedges
|
|
|
Currency
Translation
Adjustment
|
|
|
Pension and
Other
Benefits
|
|
|
Total
|
|
||||
January 28, 2017
|
$
|
(16
|
)
|
|
$
|
(21
|
)
|
|
$
|
(601
|
)
|
|
$
|
(638
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||
Amounts reclassified from AOCI
|
2
|
|
(a)
|
—
|
|
|
14
|
|
(b)
|
16
|
|
||||
July 29, 2017
|
$
|
(14
|
)
|
|
$
|
(15
|
)
|
|
$
|
(587
|
)
|
|
$
|
(616
|
)
|
Business Segment Results
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(millions)
|
July 29,
2017 |
|
|
July 30,
2016 |
|
|
July 29,
2017 |
|
|
July 30,
2016 |
|
||||
Sales
|
$
|
16,429
|
|
|
$
|
16,169
|
|
|
$
|
32,446
|
|
|
$
|
32,364
|
|
Cost of sales
(a)
|
11,419
|
|
|
11,172
|
|
|
22,618
|
|
|
22,421
|
|
||||
Gross margin
|
5,010
|
|
|
4,997
|
|
|
9,828
|
|
|
9,943
|
|
||||
Selling, general, and administrative expenses
(c)
|
3,382
|
|
|
3,256
|
|
|
6,515
|
|
|
6,398
|
|
||||
Depreciation and amortization (exclusive of depreciation included in cost of sales)
(a)
|
514
|
|
|
500
|
|
|
1,022
|
|
|
981
|
|
||||
Segment earnings before interest expense and income taxes
|
1,114
|
|
|
1,241
|
|
|
2,291
|
|
|
2,564
|
|
||||
Pharmacy Transaction-related costs
(b)(c)
|
—
|
|
|
7
|
|
|
—
|
|
|
(4
|
)
|
||||
Earnings from continuing operations before interest expense and income taxes
|
1,114
|
|
|
1,248
|
|
|
2,291
|
|
|
2,560
|
|
||||
Net interest expense
|
135
|
|
|
307
|
|
|
278
|
|
|
722
|
|
||||
Earnings from continuing operations before income taxes
|
$
|
979
|
|
|
$
|
941
|
|
|
$
|
2,013
|
|
|
$
|
1,838
|
|
Reconciliation of Segment Assets to Total Assets
(millions)
|
July 29,
2017 |
|
|
January 28,
2017 |
|
|
July 30,
2016 |
|
|||
Segment assets
|
$
|
37,337
|
|
|
$
|
37,350
|
|
|
$
|
37,182
|
|
Assets of discontinued operations
|
29
|
|
|
81
|
|
|
100
|
|
|||
Unallocated assets
(a)
|
—
|
|
|
—
|
|
|
6
|
|
|||
Total assets
|
$
|
37,366
|
|
|
$
|
37,431
|
|
|
$
|
37,288
|
|
•
|
GAAP earnings per share from continuing operations were
$1.22
.
|
•
|
Adjusted earnings per share from continuing operations were
$1.23
.
|
•
|
Comparable sales increased
1.3
percent, driven by a 2.1 percent increase in traffic.
|
•
|
Comparable digital channel sales increased 32 percent.
|
•
|
We made $717 million of capital investments and returned $627 million to shareholders through dividends and share repurchase.
|
Earnings Per Share from Continuing Operations
|
Three Months Ended
|
|
|
|
|
Six Months Ended
|
|
|
|
||||||||||||
July 29,
2017 |
|
|
July 30,
2016 |
|
|
Change
|
|
|
July 29,
2017 |
|
|
July 30,
2016 |
|
|
Change
|
|
|||||
GAAP diluted earnings per share
|
$
|
1.22
|
|
|
$
|
1.07
|
|
|
14.2
|
%
|
|
$
|
2.44
|
|
|
$
|
2.08
|
|
|
17.1
|
%
|
Adjustments
|
0.01
|
|
|
0.16
|
|
|
|
|
—
|
|
|
0.43
|
|
|
|
|
|||||
Adjusted diluted earnings per share
|
$
|
1.23
|
|
|
$
|
1.23
|
|
|
0.1
|
%
|
|
$
|
2.43
|
|
|
$
|
2.51
|
|
|
(3.2
|
)%
|
|
Three Months Ended
|
|
|
|
|
Six Months Ended
|
|
|
|
||||||||||||
(dollars in millions)
|
July 29,
2017 |
|
|
July 30,
2016 |
|
|
Change
|
|
|
July 29,
2017 |
|
|
July 30,
2016 |
|
|
Change
|
|
||||
Sales
|
$
|
16,429
|
|
|
$
|
16,169
|
|
|
1.6
|
%
|
|
$
|
32,446
|
|
|
$
|
32,364
|
|
|
0.3
|
%
|
Cost of sales
(a)
|
11,419
|
|
|
11,172
|
|
|
2.2
|
|
|
22,618
|
|
|
22,421
|
|
|
0.9
|
|
||||
Gross margin
|
5,010
|
|
|
4,997
|
|
|
0.3
|
|
|
9,828
|
|
|
9,943
|
|
|
(1.2
|
)
|
||||
SG&A expenses
(b)
|
3,382
|
|
|
3,256
|
|
|
3.9
|
|
|
6,515
|
|
|
6,398
|
|
|
1.8
|
|
||||
Depreciation and amortization (exclusive of depreciation included in cost of sales)
(a)
|
514
|
|
|
500
|
|
|
2.8
|
|
|
1,022
|
|
|
981
|
|
|
4.1
|
|
||||
EBIT
|
$
|
1,114
|
|
|
$
|
1,241
|
|
|
(10.3
|
)%
|
|
$
|
2,291
|
|
|
$
|
2,564
|
|
|
(10.6
|
)%
|
Rate Analysis
|
Three Months Ended
|
Six Months Ended
|
||||||||
|
July 29,
2017 |
|
|
July 30,
2016 |
|
July 29,
2017 |
|
|
July 30,
2016 |
|
Gross margin rate
(a)
|
30.5
|
%
|
|
30.9
|
%
|
30.3
|
%
|
|
30.7
|
%
|
SG&A expense rate
|
20.6
|
|
|
20.1
|
|
20.1
|
|
|
19.8
|
|
Depreciation and amortization (exclusive of depreciation included in cost of sales) expense rate
(a)
|
3.1
|
|
|
3.1
|
|
3.2
|
|
|
3.0
|
|
EBIT margin rate
|
6.8
|
|
|
7.7
|
|
7.1
|
|
|
7.9
|
|
Sales by Channel
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
July 29,
2017 |
|
|
July 30,
2016 |
|
|
July 29,
2017 |
|
|
July 30,
2016 |
|
Stores
|
95.7
|
%
|
|
96.7
|
%
|
|
95.7
|
%
|
|
96.6
|
%
|
Digital
|
4.3
|
|
|
3.3
|
|
|
4.3
|
|
|
3.4
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Sales by Product Category
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
July 29,
2017 |
|
|
July 30,
2016 |
|
|
July 29,
2017 |
|
|
July 30,
2016 |
|
Household essentials
(a)
|
25
|
%
|
|
25
|
%
|
|
25
|
%
|
|
25
|
%
|
Apparel and accessories
|
22
|
|
|
22
|
|
|
21
|
|
|
21
|
|
Food and beverage
(a)
|
19
|
|
|
20
|
|
|
21
|
|
|
21
|
|
Home furnishings and décor
|
19
|
|
|
19
|
|
|
18
|
|
|
18
|
|
Hardlines
|
15
|
|
|
14
|
|
|
15
|
|
|
15
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Comparable Sales
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
July 29,
2017 |
|
|
July 30,
2016 |
|
|
July 29,
2017 |
|
|
July 30,
2016 |
|
Comparable sales change
|
1.3
|
%
|
|
(1.1
|
)%
|
|
—
|
%
|
|
—
|
%
|
Drivers of change in comparable sales
|
|
|
|
|
|
|
|
|
|
|
|
Number of transactions
|
2.1
|
|
|
(2.2
|
)
|
|
0.6
|
|
|
(0.9
|
)
|
Average transaction amount
|
(0.7
|
)
|
|
1.1
|
|
|
(0.7
|
)
|
|
1.0
|
|
Contribution to Comparable Sales Change
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
July 29,
2017 |
|
|
July 30,
2016 |
|
|
July 29,
2017 |
|
|
July 30,
2016 |
|
Stores channel comparable sales change
|
0.2
|
%
|
|
(1.6
|
)%
|
|
(1.0
|
)%
|
|
(0.5
|
)%
|
Digital channel contribution to comparable sales change
|
1.1
|
|
|
0.5
|
|
|
0.9
|
|
|
0.6
|
|
Total comparable sales change
|
1.3
|
%
|
|
(1.1
|
)%
|
|
—
|
%
|
|
—
|
%
|
REDcard Penetration
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
July 29,
2017 |
|
|
July 30,
2016 |
|
|
July 29,
2017 |
|
|
July 30,
2016 |
|
Target Debit Card
|
13.0
|
%
|
|
12.7
|
%
|
|
13.2
|
%
|
|
12.9
|
%
|
Target Credit Cards
|
11.6
|
|
|
11.1
|
|
|
11.3
|
|
|
10.7
|
|
Total REDcard Penetration
|
24.6
|
%
|
|
23.9
|
%
|
|
24.5
|
%
|
|
23.6
|
%
|
Change in Number of Stores
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
July 29,
2017 |
|
|
July 30,
2016 |
|
|
July 29,
2017 |
|
|
July 30,
2016 |
|
Beginning store count
|
1,807
|
|
|
1,793
|
|
|
1,802
|
|
|
1,792
|
|
Opened
|
9
|
|
|
5
|
|
|
14
|
|
|
6
|
|
Closed
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
Ending store count
|
1,816
|
|
|
1,797
|
|
|
1,816
|
|
|
1,797
|
|
Number of Stores and
Retail Square Feet |
Number of Stores
|
|
Retail Square Feet
(a)
|
||||||||||
July 29,
2017 |
|
January 28,
2017 |
|
July 30,
2016 |
|
|
July 29,
2017 |
|
January 28,
2017 |
|
July 30,
2016 |
|
|
170,000 or more sq. ft.
|
276
|
|
276
|
|
278
|
|
|
49,328
|
|
49,328
|
|
49,688
|
|
50,000 to 169,999 sq. ft.
|
1,506
|
|
1,504
|
|
1,505
|
|
|
189,796
|
|
189,620
|
|
189,732
|
|
49,999 or less sq. ft.
|
34
|
|
22
|
|
14
|
|
|
958
|
|
554
|
|
300
|
|
Total
|
1,816
|
|
1,802
|
|
1,797
|
|
|
240,082
|
|
239,502
|
|
239,720
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||||||||||||||||
(millions, except per share data)
|
|
Pretax
|
|
|
Net of Tax
|
|
|
Per Share Amounts
|
|
|
Pretax
|
|
|
Net of Tax
|
|
|
Per Share Amounts
|
|
||||||
GAAP diluted earnings per share from continuing operations
|
|
|
|
|
|
$
|
1.22
|
|
|
|
|
|
|
$
|
1.07
|
|
||||||||
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on early retirement of debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
161
|
|
|
$
|
98
|
|
|
$
|
0.17
|
|
Pharmacy Transaction-related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(4
|
)
|
|
(0.01
|
)
|
||||||
Income tax matters
(a)
|
|
—
|
|
|
5
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Adjusted diluted earnings per share from continuing operations
|
|
|
|
|
|
$
|
1.23
|
|
|
|
|
|
|
$
|
1.23
|
|
|
|
Six Months Ended
|
||||||||||||||||||||||
|
|
July 29, 2017
|
|
July 30, 2016
|
||||||||||||||||||||
(millions, except per share data)
|
|
Pretax
|
|
|
Net of Tax
|
|
|
Per Share Amounts
|
|
|
Pretax
|
|
|
Net of Tax
|
|
|
Per Share Amounts
|
|
||||||
GAAP diluted earnings per share from continuing operations
|
|
|
|
|
|
$
|
2.44
|
|
|
|
|
|
|
$
|
2.08
|
|
||||||||
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on early retirement of debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
422
|
|
|
$
|
257
|
|
|
$
|
0.43
|
|
Pharmacy Transaction-related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
3
|
|
|
—
|
|
||||||
Income tax matters
(a)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||||
Adjusted diluted earnings per share from continuing operations
|
|
|
|
|
|
$
|
2.43
|
|
|
|
|
|
|
$
|
2.51
|
|
After-Tax Return on Invested Capital
|
|
|
||||||||||
|
|
|
|
|
||||||||
Numerator
|
|
Trailing Twelve Months
|
|
|
||||||||
(dollars in millions)
|
|
July 29,
2017 |
|
|
July 30,
2016 |
|
|
|
||||
Earnings from continuing operations before interest expense and income taxes
|
|
$
|
4,700
|
|
|
$
|
5,605
|
|
|
|
||
+ Operating lease interest
(a)(b)
|
|
76
|
|
|
77
|
|
|
|
||||
Adjusted earnings from continuing operations before interest expense and income taxes
|
|
4,776
|
|
|
5,682
|
|
|
|
||||
- Income taxes
(c)
|
|
1,571
|
|
|
1,791
|
|
|
|
||||
Net operating profit after taxes
|
|
$
|
3,205
|
|
|
$
|
3,891
|
|
|
|
Denominator
(dollars in millions)
|
|
July 29,
2017 |
|
|
July 30,
2016 |
|
|
August 1,
2015 |
|
|||
Current portion of long-term debt and other borrowings
|
|
$
|
1,354
|
|
|
$
|
647
|
|
|
$
|
841
|
|
+ Noncurrent portion of long-term debt
|
|
10,892
|
|
|
12,063
|
|
|
11,817
|
|
|||
+ Shareholders' equity
|
|
11,098
|
|
|
11,577
|
|
|
13,942
|
|
|||
+ Capitalized operating lease obligations
(b)(d)
|
|
1,257
|
|
|
1,274
|
|
|
1,497
|
|
|||
- Cash and cash equivalents
|
|
2,291
|
|
|
1,480
|
|
|
2,742
|
|
|||
- Net assets of discontinued operations
|
|
10
|
|
|
80
|
|
|
217
|
|
|||
Invested capital
|
|
$
|
22,300
|
|
|
$
|
24,001
|
|
|
$
|
25,138
|
|
Average invested capital
(e)
|
|
$
|
23,150
|
|
|
$
|
24,569
|
|
|
|
After-tax return on invested capital
(f)
|
|
13.8
|
%
|
|
15.8
|
%
|
|
|
Reconciliation of Capitalized Operating Leases
|
|
Trailing Twelve Months
|
||||||||||||
(dollars in millions)
|
|
July 29,
2017 |
|
|
July 30,
2016 |
|
|
August 1,
2015 |
|
|||||
Total rent expense
|
|
$
|
157
|
|
|
$
|
159
|
|
|
$
|
187
|
|
||
Capitalized operating lease obligations (total rent expense x 8)
|
|
1,257
|
|
|
1,274
|
|
|
1,497
|
|
|||||
Operating lease interest (capitalized operating lease obligations x 6%)
|
|
76
|
|
|
77
|
|
|
n/a
|
|
Credit Ratings
|
Moody’s
|
Standard and Poor’s
|
Fitch
|
Long-term debt
|
A2
|
A
|
A-
|
Commercial paper
|
P-1
|
A-1
|
F2
|
Period
|
Total Number
of Shares
Purchased
|
|
|
Average
Price
Paid per
Share
|
|
|
Total Number of
Shares Purchased
as Part of Publicly Announced Programs
|
|
|
Dollar Value of
Shares that May
Yet Be Purchased
Under Publicly Announced Programs
|
|
||
April 30, 2017 through May 27, 2017
|
|
|
|
|
|
|
|
||||||
Open market and privately negotiated purchases
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
4,430,328,641
|
|
May 28, 2017 through July 1, 2017
|
|
|
|
|
|
|
|
||||||
Open market and privately negotiated purchases
|
5,458,026
|
|
|
52.47
|
|
|
5,458,026
|
|
|
4,143,941,970
|
|
||
July 2, 2017 through July 29, 2017
|
|
|
|
|
|
|
|
||||||
Open market and privately negotiated purchases
|
190,310
|
|
|
52.00
|
|
|
190,310
|
|
|
4,134,046,448
|
|
||
Total
|
5,648,336
|
|
|
$
|
52.45
|
|
|
5,648,336
|
|
|
$
|
4,134,046,448
|
|
|
|
TARGET CORPORATION
|
||
|
|
||
|
|
||
Dated: August 21, 2017
|
By:
|
/s/ Cathy R. Smith
|
|
|
|
Cathy R. Smith
|
|
|
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
|
|
(Duly Authorized Officer and
|
|
|
|
Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Robert M. Harrison
|
|
|
|
|
Robert M. Harrison
|
|
|
|
Senior Vice President, Chief Accounting Officer
|
|
|
|
and Controller
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
|
|
Description
|
|
Manner of Filing
|
|
|
|
|
|
(3)A
|
|
Amended and Restated Articles of Incorporation (as amended through June 9, 2010)
|
|
Incorporated by Reference
|
|
|
|
|
|
(3)B
|
|
Bylaws (as amended through November 11, 2015)
|
|
Incorporated by Reference
|
|
|
|
|
|
(10)C
|
|
Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (as amended and restated effective September 1, 2017)
|
|
Filed Electronically
|
|
|
|
|
|
(10)L
|
|
Target Corporation Officer Income Continuance Policy Statement (as amended and restated effective September 1, 2017)
|
|
Filed Electronically
|
|
|
|
|
|
(10)KK
|
|
Target Corporation Executive Officer Cash Incentive Plan
|
|
Incorporated by Reference
|
|
|
|
|
|
(12)
|
|
Statements of Computations of Ratios of Earnings to Fixed Charges
|
|
Filed Electronically
|
|
|
|
|
|
(31)A
|
|
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed Electronically
|
|
|
|
|
|
(31)B
|
|
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Filed Electronically
|
|
|
|
|
|
(32)A
|
|
Certification of the Chief Executive Officer As Adopted Pursuant to 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed Electronically
|
|
|
|
|
|
(32)B
|
|
Certification of the Chief Financial Officer As Adopted Pursuant to 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed Electronically
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed Electronically
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
Filed Electronically
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
Filed Electronically
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
Filed Electronically
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
Filed Electronically
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
Filed Electronically
|
11.
|
Changes in Capitalization; Change in Control; Fundamental Change; Reduction in Awards
.
|
Page
|
|
|||
|
|
|
|
|
SECTION 1: GENERAL
|
1
|
|
||
|
1.1.
|
Plan Name
|
1
|
|
|
1.2.
|
Plan Description and Purpose
|
1
|
|
|
1.3.
|
Effective Date of Document
|
1
|
|
|
1.4.
|
Definitions
|
2
|
|
SECTION 2: ELIGIBILITY FOR BENEFITS
|
7
|
|
||
|
2.1.
|
Entitlement to Benefits
|
7
|
|
|
2.2.
|
Terminations Not Covered
|
7
|
|
|
2.3.
|
Other Special Benefits
|
7
|
|
|
2.4.
|
Payment Conditions
|
8
|
|
SECTION 3: BENEFITS
|
9
|
|
||
|
3.1.
|
Compensation and Benefits through Employment Severance Date
|
9
|
|
|
3.2.
|
Average Bonus Amount
|
9
|
|
|
3.3.
|
Income Continuation Payments
|
9
|
|
|
3.4.
|
Reductions, Withholdings and Limitations
|
11
|
|
|
3.5.
|
Death of Officer
|
11
|
|
|
3.6.
|
Disqualification; Termination of Payments
|
12
|
|
|
3.7.
|
Certain Reduction of Payments by the Company
|
12
|
|
|
3.8.
|
Recoupment
|
13
|
|
SECTION 4: SOURCE OF PAYMENTS; NATURE OF INTERESTS
|
14
|
|
||
|
4.1.
|
Source of Payments and Status of Plan
|
14
|
|
|
4.2.
|
Non-assignability of Benefits
|
14
|
|
|
4.3.
|
Other Benefits
|
14
|
|
SECTION 5: ADMINISTRATION
|
15
|
|
||
|
5.1.
|
Administrator
|
15
|
|
|
5.2.
|
Administrator’s Discretion
|
15
|
|
|
5.3.
|
Benefit Claim Procedure
|
15
|
|
|
5.4.
|
Limitation on Legal Action
|
16
|
|
SECTION 6: AMENDMENT AND TERMINATION
|
17
|
|
||
|
6.1.
|
Right to Amend or Terminate
|
17
|
|
|
6.2.
|
Change in Control
|
17
|
|
SECTION 7: MISCELLANEOUS PROVISIONS
|
18
|
|
||
|
7.1.
|
Preservation of Rights
|
18
|
|
|
7.2.
|
No Employment Rights Created
|
18
|
|
|
7.3.
|
Applicable Law; Disputes
|
18
|
|
|
7.4.
|
Construed as a Whole
|
18
|
|
|
7.5.
|
Validity
|
18
|
|
|
7.6.
|
Waiver
|
18
|
|
|
7.7.
|
Gender, Number, Section References and Headings
|
18
|
|
|
7.8.
|
Time Periods
|
18
|
|
|
7.9.
|
Facility of Payment
|
19
|
|
|
7.10.
|
Successors
|
19
|
|
Pay Level
|
Payment Period
|
9
10
greater than 10
|
18 months
22 months
24 months
|
Ratio of Earnings to Fixed Charges
|
Six Months Ended
|
|
Fiscal Year Ended
|
|||||||||||||||||||
(dollars in millions)
|
Jul 29,
2017 |
|
Jul 30,
2016 |
|
|
Jan 28,
2017 |
|
Jan 30,
2016 |
|
Jan 31,
2015 |
|
Feb 1,
2014 |
|
Feb 2,
2013 |
|
|||||||
Earnings from continuing operations before income taxes
|
$
|
2,013
|
|
$
|
1,838
|
|
|
$
|
3,965
|
|
$
|
4,923
|
|
$
|
3,653
|
|
$
|
4,121
|
|
$
|
5,056
|
|
Capitalized interest, net
|
9
|
|
9
|
|
|
20
|
|
16
|
|
(1
|
)
|
(14
|
)
|
(12
|
)
|
|||||||
Adjusted earnings from continuing operations before income taxes
|
2,022
|
|
1,847
|
|
|
3,985
|
|
4,939
|
|
3,652
|
|
4,107
|
|
5,044
|
|
|||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
(a)
|
286
|
|
306
|
|
|
591
|
|
616
|
|
619
|
|
641
|
|
721
|
|
|||||||
Interest portion of rental expense
|
55
|
|
53
|
|
|
107
|
|
108
|
|
108
|
|
108
|
|
106
|
|
|||||||
Total fixed charges
|
341
|
|
359
|
|
|
698
|
|
724
|
|
727
|
|
749
|
|
827
|
|
|||||||
Earnings from continuing operations before income taxes and fixed charges
|
$
|
2,363
|
|
$
|
2,206
|
|
|
$4,683
|
$
|
5,663
|
|
$
|
4,379
|
|
$
|
4,856
|
|
$
|
5,871
|
|
||
Ratio of earnings to fixed charges
|
6.94
|
|
6.14
|
|
|
6.71
|
|
7.82
|
|
6.02
|
|
6.48
|
|
7.10
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Target Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 21, 2017
|
|
/s/ Brian C. Cornell
|
Brian C. Cornell
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Target Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 21, 2017
|
|
/s/ Cathy R. Smith
|
Cathy R. Smith
|
Executive Vice President and Chief Financial Officer
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 21, 2017
|
|
/s/ Brian C. Cornell
|
Brian C. Cornell
|
Chairman and Chief Executive Officer
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 21, 2017
|
|
/s/ Cathy R. Smith
|
Cathy R. Smith
|
Executive Vice President and Chief Financial Officer
|