ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
North Carolina
|
|
56-0578072
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
1000 Lowe’s Blvd., Mooresville, NC
|
|
28117
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
Registrant’s telephone number, including area code
|
|
(704) 758-1000
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
|
Emerging growth company
o
|
CLASS
|
|
OUTSTANDING AT 6/2/2017
|
Common Stock, $0.50 par value
|
|
844,226,444
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|||||||
|
|
|
May 5, 2017
|
|
April 29, 2016
|
|
February 3, 2017
|
|||||||
Assets
|
|
|
|
|
|
|
|
|||||||
Current assets:
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents
|
|
|
$
|
1,963
|
|
|
$
|
4,561
|
|
|
$
|
558
|
|
|
Short-term investments
|
|
|
84
|
|
|
174
|
|
|
100
|
|
||||
Merchandise inventory - net
|
|
|
12,254
|
|
|
11,055
|
|
|
10,458
|
|
||||
Other current assets
|
|
|
975
|
|
|
683
|
|
|
884
|
|
||||
Total current assets
|
|
|
15,276
|
|
|
16,473
|
|
|
12,000
|
|
||||
Property, less accumulated depreciation
|
|
|
19,748
|
|
|
19,463
|
|
|
19,949
|
|
||||
Long-term investments
|
|
|
477
|
|
|
400
|
|
|
366
|
|
||||
Deferred income taxes - net
|
|
|
272
|
|
|
154
|
|
|
222
|
|
||||
Goodwill
|
|
|
1,081
|
|
|
154
|
|
|
1,082
|
|
||||
Other assets
|
|
|
759
|
|
|
533
|
|
|
789
|
|
||||
Total assets
|
|
|
$
|
37,613
|
|
|
$
|
37,177
|
|
|
$
|
34,408
|
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities and equity
|
|
|
|
|
|
|
|
|||||||
Current liabilities:
|
|
|
|
|
|
|
|
|||||||
Short-term borrowings
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
510
|
|
|
Current maturities of long-term debt
|
|
|
295
|
|
|
1,083
|
|
|
795
|
|
||||
Accounts payable
|
|
|
9,905
|
|
|
8,821
|
|
|
6,651
|
|
||||
Accrued compensation and employee benefits
|
|
|
725
|
|
|
615
|
|
|
790
|
|
||||
Deferred revenue
|
|
|
1,415
|
|
|
1,233
|
|
|
1,253
|
|
||||
Other current liabilities
|
|
|
2,346
|
|
|
2,369
|
|
|
1,975
|
|
||||
Total current liabilities
|
|
|
14,686
|
|
|
14,121
|
|
|
11,974
|
|
||||
Long-term debt, excluding current maturities
|
|
|
15,770
|
|
|
14,322
|
|
|
14,394
|
|
||||
Deferred revenue - extended protection plans
|
|
|
769
|
|
|
726
|
|
|
763
|
|
||||
Other liabilities
|
|
|
857
|
|
|
796
|
|
|
843
|
|
||||
Total liabilities
|
|
|
32,082
|
|
|
29,965
|
|
|
27,974
|
|
||||
|
|
|
|
|
|
|
|
|||||||
Equity:
|
|
|
|
|
|
|
|
|||||||
Preferred stock - $5 par value, none issued
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Common stock - $0.50 par value;
|
|
|
|
|
|
|
|
|||||||
Shares issued and outstanding
|
|
|
|
|
|
|
|
|||||||
May 5, 2017
|
853
|
|
|
|
|
|
|
|
||||||
April 29, 2016
|
894
|
|
|
|
|
|
|
|
||||||
February 3, 2017
|
866
|
|
|
426
|
|
|
447
|
|
|
433
|
|
|||
Capital in excess of par value
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Retained earnings
|
|
|
5,346
|
|
|
7,074
|
|
|
6,241
|
|
||||
Accumulated other comprehensive loss
|
|
|
(241
|
)
|
|
(309
|
)
|
|
(240
|
)
|
||||
Total equity
|
|
|
5,531
|
|
|
7,212
|
|
|
6,434
|
|
||||
Total liabilities and equity
|
|
|
$
|
37,613
|
|
|
$
|
37,177
|
|
|
$
|
34,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||||||
|
May 5, 2017
|
|
April 29, 2016
|
||||||||
Current Earnings
|
Amount
|
|
% Sales
|
|
Amount
|
|
% Sales
|
||||
Net sales
|
$
|
16,860
|
|
|
100.00
|
|
$
|
15,234
|
|
|
100.00
|
Cost of sales
|
11,060
|
|
|
65.60
|
|
9,897
|
|
|
64.96
|
||
Gross margin
|
5,800
|
|
|
34.40
|
|
5,337
|
|
|
35.04
|
||
Expenses:
|
|
|
|
|
|
|
|
||||
Selling, general and administrative
|
3,876
|
|
|
22.99
|
|
3,391
|
|
|
22.26
|
||
Depreciation and amortization
|
365
|
|
|
2.16
|
|
360
|
|
|
2.36
|
||
Operating income
|
1,559
|
|
|
9.25
|
|
1,586
|
|
|
10.42
|
||
Interest - net
|
161
|
|
|
0.96
|
|
156
|
|
|
1.03
|
||
Loss on extinguishment of debt
|
464
|
|
|
2.75
|
|
—
|
|
|
—
|
||
Pre-tax earnings
|
934
|
|
|
5.54
|
|
1,430
|
|
|
9.39
|
||
Income tax provision
|
332
|
|
|
1.97
|
|
546
|
|
|
3.59
|
||
Net earnings
|
$
|
602
|
|
|
3.57
|
|
$
|
884
|
|
|
5.80
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding - basic
|
857
|
|
|
|
|
897
|
|
|
|
||
Basic earnings per common share
|
$
|
0.70
|
|
|
|
|
$
|
0.98
|
|
|
|
Weighted average common shares outstanding - diluted
|
858
|
|
|
|
|
899
|
|
|
|
||
Diluted earnings per common share
|
$
|
0.70
|
|
|
|
|
$
|
0.98
|
|
|
|
Cash dividends per share
|
$
|
0.35
|
|
|
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
|
|
||||
Retained Earnings
|
|
|
|
|
|
|
|
||||
Balance at beginning of period
|
$
|
6,241
|
|
|
|
|
$
|
7,593
|
|
|
|
Net earnings
|
602
|
|
|
|
|
884
|
|
|
|
||
Cash dividends declared
|
(299
|
)
|
|
|
|
(251
|
)
|
|
|
||
Share repurchases
|
(1,198
|
)
|
|
|
|
(1,152
|
)
|
|
|
||
Balance at end of period
|
$
|
5,346
|
|
|
|
|
$
|
7,074
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||||||
|
May 5, 2017
|
|
April 29, 2016
|
||||||||
|
Amount
|
|
% Sales
|
|
Amount
|
|
% Sales
|
||||
Net earnings
|
$
|
602
|
|
|
3.57
|
|
$
|
884
|
|
|
5.80
|
Foreign currency translation adjustments - net of tax
|
(1
|
)
|
|
—
|
|
83
|
|
|
0.55
|
||
Other comprehensive income/(loss)
|
(1
|
)
|
|
—
|
|
83
|
|
|
0.55
|
||
Comprehensive income
|
$
|
601
|
|
|
3.57
|
|
$
|
967
|
|
|
6.35
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
May 5, 2017
|
|
April 29, 2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
602
|
|
|
$
|
884
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
389
|
|
|
383
|
|
||
Deferred income taxes
|
(64
|
)
|
|
52
|
|
||
Loss on property and other assets - net
|
11
|
|
|
11
|
|
||
Loss on extinguishment of debt
|
464
|
|
|
—
|
|
||
Loss on cost method and equity method investments
|
7
|
|
|
3
|
|
||
Share-based payment expense
|
26
|
|
|
25
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Merchandise inventory - net
|
(1,808
|
)
|
|
(1,556
|
)
|
||
Other operating assets
|
(64
|
)
|
|
(186
|
)
|
||
Accounts payable
|
3,291
|
|
|
3,169
|
|
||
Other operating liabilities
|
441
|
|
|
435
|
|
||
Net cash provided by operating activities
|
3,295
|
|
|
3,220
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of investments
|
(153
|
)
|
|
(310
|
)
|
||
Proceeds from sale/maturity of investments
|
59
|
|
|
264
|
|
||
Capital expenditures
|
(202
|
)
|
|
(208
|
)
|
||
Proceeds from sale of property and other long-term assets
|
6
|
|
|
11
|
|
||
Purchases of derivative instruments
|
—
|
|
|
(103
|
)
|
||
Other - net
|
(1
|
)
|
|
(3
|
)
|
||
Net cash used in investing activities
|
(291
|
)
|
|
(349
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Net change in short-term borrowings
|
(511
|
)
|
|
(44
|
)
|
||
Net proceeds from issuance of long-term debt
|
2,968
|
|
|
3,267
|
|
||
Repayment of long-term debt
|
(2,558
|
)
|
|
(484
|
)
|
||
Proceeds from issuance of common stock under share-based payment plans
|
38
|
|
|
20
|
|
||
Cash dividend payments
|
(304
|
)
|
|
(255
|
)
|
||
Repurchase of common stock
|
(1,237
|
)
|
|
(1,253
|
)
|
||
Other - net
|
(1
|
)
|
|
33
|
|
||
Net cash provided by (used in) financing activities
|
(1,605
|
)
|
|
1,284
|
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
6
|
|
|
1
|
|
||
|
|
|
|
||||
Net increase in cash and cash equivalents
|
1,405
|
|
|
4,156
|
|
||
Cash and cash equivalents, beginning of period
|
558
|
|
|
405
|
|
||
Cash and cash equivalents, end of period
|
$
|
1,963
|
|
|
$
|
4,561
|
|
|
|
|
|
•
|
Level 1
-
inputs to the valuation techniques that are quoted prices in active markets for identical assets or liabilities
|
•
|
Level 2
-
inputs to the valuation techniques that are other than quoted prices but are observable for the assets or liabilities, either directly or indirectly
|
•
|
Level 3
-
inputs to the valuation techniques that are unobservable for the assets or liabilities
|
|
|
|
Fair Value Measurements at
|
||||||||||
(In millions)
|
Measurement Level
|
|
May 5, 2017
|
|
April 29, 2016
|
|
February 3, 2017
|
||||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
||||||
Money market funds
|
Level 1
|
|
$
|
70
|
|
|
$
|
28
|
|
|
$
|
81
|
|
Certificates of deposit
|
Level 1
|
|
12
|
|
|
97
|
|
|
15
|
|
|||
Municipal obligations
|
Level 2
|
|
2
|
|
|
34
|
|
|
4
|
|
|||
Municipal floating rate obligations
|
Level 2
|
|
—
|
|
|
15
|
|
|
—
|
|
|||
Total short-term investments
|
|
|
$
|
84
|
|
|
$
|
174
|
|
|
$
|
100
|
|
Other current assets:
|
|
|
|
|
|
|
|
||||||
Foreign exchange options
|
Level 2
|
|
$
|
—
|
|
|
$
|
263
|
|
|
$
|
—
|
|
Long-term investments:
|
|
|
|
|
|
|
|
||||||
Available-for-sale securities
|
|
|
|
|
|
|
|
||||||
Municipal floating rate obligations
|
Level 2
|
|
$
|
472
|
|
|
$
|
392
|
|
|
$
|
359
|
|
Certificates of deposit
|
Level 1
|
|
3
|
|
|
4
|
|
|
2
|
|
|||
Municipal obligations
|
Level 2
|
|
2
|
|
|
4
|
|
|
5
|
|
|||
Total long-term investments
|
|
|
$
|
477
|
|
|
$
|
400
|
|
|
$
|
366
|
|
|
May 5, 2017
|
|
April 29, 2016
|
|
February 3, 2017
|
||||||||||||||||||
(In millions)
|
Carrying Amount
|
|
|
Fair Value
|
|
|
Carrying Amount
|
|
|
Fair Value
|
|
|
Carrying Amount
|
|
|
Fair Value
|
|
||||||
Unsecured notes (Level 1)
|
$
|
15,203
|
|
|
$
|
15,948
|
|
|
$
|
14,863
|
|
|
$
|
16,532
|
|
|
$
|
14,321
|
|
|
$
|
15,305
|
|
Mortgage notes (Level 2)
|
7
|
|
|
7
|
|
|
7
|
|
|
8
|
|
|
7
|
|
|
7
|
|
||||||
Long-term debt (excluding capitalized lease obligations)
|
$
|
15,210
|
|
|
$
|
15,955
|
|
|
$
|
14,870
|
|
|
$
|
16,540
|
|
|
$
|
14,328
|
|
|
$
|
15,312
|
|
|
Three Months Ended
|
||||||
(In millions)
|
May 5, 2017
|
|
April 29, 2016
|
||||
Deferred revenue - extended protection plans, beginning of period
|
$
|
763
|
|
|
$
|
729
|
|
Additions to deferred revenue
|
96
|
|
|
86
|
|
||
Deferred revenue recognized
|
(90
|
)
|
|
(89
|
)
|
||
Deferred revenue - extended protection plans, end of period
|
$
|
769
|
|
|
$
|
726
|
|
Issue Date
|
|
Principal Amount (in millions)
|
|
Maturity Date
|
|
Fixed vs. Floating
|
|
Interest Rate
|
|
Discount (in millions)
|
||||
May 3, 2017
|
|
$
|
1,500
|
|
|
May 2027
|
|
Fixed
|
|
3.100%
|
|
$
|
9
|
|
May 3, 2017
|
|
$
|
1,500
|
|
|
May 2047
|
|
Fixed
|
|
4.050%
|
|
$
|
23
|
|
|
Three Months Ended
|
||||||||||||
|
May 5, 2017
|
|
April 29, 2016
|
||||||||||
(In millions)
|
Shares
|
|
|
Cost
1
|
|
|
Shares
|
|
|
Cost
1
|
|
||
Share repurchase program
|
15.2
|
|
|
$
|
1,250
|
|
|
15.9
|
|
|
$
|
1,200
|
|
Shares withheld from employees
|
0.2
|
|
|
14
|
|
|
0.7
|
|
|
52
|
|
||
Total share repurchases
|
15.4
|
|
|
$
|
1,264
|
|
|
16.6
|
|
|
$
|
1,252
|
|
1
|
Reductions of
$1.2 billion
were recorded to retained earnings, after capital in excess of par value was depleted, for the three months ended
May 5, 2017
and
April 29, 2016
.
|
|
Three Months Ended
|
||||||
(In millions, except per share data)
|
May 5, 2017
|
|
April 29, 2016
|
||||
Basic earnings per common share:
|
|
|
|
||||
Net earnings
|
$
|
602
|
|
|
$
|
884
|
|
Less: Net earnings allocable to participating securities
|
(2
|
)
|
|
(4
|
)
|
||
Net earnings allocable to common shares, basic
|
$
|
600
|
|
|
$
|
880
|
|
Weighted-average common shares outstanding
|
857
|
|
|
897
|
|
||
Basic earnings per common share
|
$
|
0.70
|
|
|
$
|
0.98
|
|
Diluted earnings per common share:
|
|
|
|
||||
Net earnings
|
$
|
602
|
|
|
$
|
884
|
|
Less: Net earnings allocable to participating securities
|
(2
|
)
|
|
(4
|
)
|
||
Net earnings allocable to common shares, diluted
|
$
|
600
|
|
|
$
|
880
|
|
Weighted-average common shares outstanding
|
857
|
|
|
897
|
|
||
Dilutive effect of non-participating share-based awards
|
1
|
|
|
2
|
|
||
Weighted-average common shares, as adjusted
|
858
|
|
|
899
|
|
||
Diluted earnings per common share
|
$
|
0.70
|
|
|
$
|
0.98
|
|
|
Three Months Ended
|
||||||
(In millions)
|
May 5, 2017
|
|
April 29, 2016
|
||||
Long-term debt
|
$
|
145
|
|
|
$
|
134
|
|
Capitalized lease obligations
|
14
|
|
|
11
|
|
||
Interest income
|
(3
|
)
|
|
(2
|
)
|
||
Interest capitalized
|
(1
|
)
|
|
(1
|
)
|
||
Interest on tax uncertainties
|
—
|
|
|
2
|
|
||
Other
|
6
|
|
|
12
|
|
||
Interest - net
|
$
|
161
|
|
|
$
|
156
|
|
|
Three Months Ended
|
||||||
(In millions)
|
May 5, 2017
|
|
April 29, 2016
|
||||
Cash paid for interest, net of amount capitalized
|
$
|
285
|
|
|
$
|
259
|
|
Cash paid for income taxes - net
|
$
|
43
|
|
|
$
|
52
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Non-cash property acquisitions, including assets acquired under capital lease
|
$
|
3
|
|
|
$
|
17
|
|
Cash dividends declared but not paid
|
$
|
299
|
|
|
$
|
251
|
|
•
|
Executive Overview
|
•
|
Operations
|
•
|
Financial Condition, Liquidity and Capital Resources
|
•
|
Off-Balance Sheet Arrangements
|
•
|
Contractual Obligations and Commercial Commitments
|
•
|
Critical Accounting Policies and Estimates
|
|
Three Months Ended
|
|
Basis Point Increase / (Decrease) in Percentage of Net Sales from Prior Period
|
|
|
Percentage Increase / (Decrease) in Dollar Amounts from Prior Period
|
|
||||
|
May 5, 2017
|
|
April 29, 2016
|
|
2017 vs. 2016
|
|
|
2017 vs. 2016
|
|
||
Net sales
|
100.00
|
%
|
|
100.00
|
%
|
|
N/A
|
|
|
10.7
|
%
|
Gross margin
|
34.40
|
|
|
35.04
|
|
|
(64
|
)
|
|
8.7
|
|
Expenses:
|
|
|
|
|
|
|
|
||||
Selling, general and administrative
|
22.99
|
|
|
22.26
|
|
|
73
|
|
|
14.3
|
|
Depreciation and amortization
|
2.16
|
|
|
2.36
|
|
|
(20
|
)
|
|
1.5
|
|
Operating income
|
9.25
|
|
|
10.42
|
|
|
(117
|
)
|
|
(1.7
|
)
|
Interest - net
|
0.96
|
|
|
1.03
|
|
|
(7
|
)
|
|
2.7
|
|
Loss on extinguishment of debt
|
2.75
|
|
|
—
|
|
|
275
|
|
|
100.0
|
|
Pre-tax earnings
|
5.54
|
|
|
9.39
|
|
|
(385
|
)
|
|
(34.7
|
)
|
Income tax provision
|
1.97
|
|
|
3.59
|
|
|
(162
|
)
|
|
(39.2
|
)
|
Net earnings
|
3.57
|
%
|
|
5.80
|
%
|
|
(223
|
)
|
|
(31.9
|
)%
|
|
Three Months Ended
|
||||||
Other Metrics
|
May 5, 2017
|
|
April 29, 2016
|
||||
Comparable sales increase
1
|
1.9
|
%
|
|
7.3
|
%
|
||
Total customer transactions (in millions)
2
|
238
|
|
|
224
|
|
||
Average ticket
2,3
|
$
|
70.79
|
|
|
$
|
68.08
|
|
At end of period:
|
|
|
|
||||
Number of stores
4
|
2,137
|
|
|
1,860
|
|
||
Sales floor square feet (in millions)
|
214
|
|
|
202
|
|
||
Average store size selling square feet (in thousands)
5
|
100
|
|
|
109
|
|
||
Return on invested capital
6
|
15.6
|
%
|
|
15.0
|
%
|
1
|
A comparable location is defined as a location that has been open longer than 13 months.
A location that is identified for relocation is no longer considered comparable one month prior to its relocation.
The relocated location must then remain open longer than 13 months to be considered comparable.
A location we have decided to close is no longer considered comparable as of the beginning of the month in which we announce its closing. Acquired locations are included in the comparable sales calculation beginning in the first full month following the first anniversary of the date of the acquisition. Comparable sales include online sales, which positively impacted comparable sales by 85 basis points. The comparable store sales calculation included in the preceding table was calculated using comparable 13-week periods.
|
2
|
In fiscal 2017, there was a one week shift as a result of the 53
rd
week in fiscal 2016.
|
3
|
Average ticket is defined as net sales divided by the total number of customer transactions.
|
4
|
The number of stores as of May 5, 2017 includes 246 stores related to the addition of RONA.
|
5
|
Average store size selling square feet is defined as sales floor square feet divided by the number of stores open at the end of the period. The average Lowe’s-branded home improvement store has approximately 112,000 square feet of retail selling space.
|
6
|
Return on invested capital is a non-GAAP financial measure.
See below for additional information and a reconciliation to the most comparable GAAP measure.
|
|
Three Months Ended
|
||||||||||||||||||
|
May 5, 2017
|
|
April 29, 2016
|
||||||||||||||||
|
Pre-Tax Earnings
|
|
Tax
1
|
|
Net Earnings
|
|
Pre-Tax Earnings
|
|
Tax
1
|
|
Net Earnings
|
||||||||
Diluted earnings per share, as reported
|
|
|
|
|
$
|
0.70
|
|
|
|
|
|
|
$
|
0.98
|
|
||||
Non-GAAP adjustments - per share impacts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Loss on extinguishment of debt
|
0.54
|
|
|
(0.21
|
)
|
|
0.33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Gain on foreign currency hedge
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.18
|
)
|
|
0.07
|
|
|
(0.11
|
)
|
||
Adjusted diluted earnings per share
|
|
|
|
|
$
|
1.03
|
|
|
|
|
|
|
$
|
0.87
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Periods Ended
|
||||||
(In millions, except percentage data)
|
May 5, 2017
|
|
April 29, 2016
|
||||
Calculation of Return on Invested Capital
|
|
|
|
||||
Numerator
1
|
|
|
|
||||
Net earnings
|
$
|
2,811
|
|
|
$
|
2,758
|
|
Plus:
|
|
|
|
||||
Interest expense - net
|
649
|
|
|
575
|
|
||
Loss on extinguishment of debt
|
464
|
|
|
—
|
|
||
Provision for income taxes
|
1,895
|
|
|
1,993
|
|
||
Net operating profit
|
5,819
|
|
|
5,326
|
|
||
Less:
|
|
|
|
||||
Income tax adjustment
2
|
2,343
|
|
|
2,187
|
|
||
Net operating profit after tax
|
$
|
3,476
|
|
|
$
|
3,139
|
|
Effective tax rate
|
40.3
|
%
|
|
42.0
|
%
|
||
Denominator
|
|
|
|
||||
Average debt and equity
3
|
$
|
22,216
|
|
|
$
|
20,951
|
|
Return on invested capital
|
15.6
|
%
|
|
15.0
|
%
|
||
|
|
|
|
||||
Calculation of Return on Average Debt and Equity
|
|
|
|||||
Numerator
1
|
|
|
|
||||
Net earnings
|
$
|
2,811
|
|
|
$
|
2,758
|
|
Denominator
|
|
|
|
||||
Average debt and equity
3
|
$
|
22,216
|
|
|
$
|
20,951
|
|
Return on average debt and equity
|
12.7
|
%
|
|
13.2
|
%
|
3
|
Average debt and equity is defined as average debt, including current maturities and short-term borrowings, plus total equity for the last five quarters.
|
|
Three Months Ended
|
||||
(In millions)
|
May 5, 2017
|
|
April 29, 2016
|
||
Net cash provided by (used in):
|
|
|
|
||
Operating activities
|
3,295
|
|
|
3,220
|
|
Investing activities
|
(291
|
)
|
|
(349
|
)
|
Financing activities
|
(1,605
|
)
|
|
1,284
|
|
|
Payments Due by Period
|
||||||||||||||||||
(In millions)
|
Total
|
|
|
Less Than 1 Year
|
|
|
1-3 Years
|
|
|
4-5 Years
|
|
|
After 5 Years
|
|
|||||
Long-term debt (principal amounts, excluding discounts and debt issuance costs)
|
$
|
15,362
|
|
|
$
|
251
|
|
|
$
|
1,800
|
|
|
$
|
1,776
|
|
|
$
|
11,535
|
|
Long-term debt (interest payments)
|
9,588
|
|
|
528
|
|
|
1,131
|
|
|
1,044
|
|
|
6,885
|
|
|||||
Total
|
$
|
24,950
|
|
|
$
|
779
|
|
|
$
|
2,931
|
|
|
$
|
2,820
|
|
|
$
|
18,420
|
|
(In millions, except average price paid per share)
|
Total Number of Shares Purchased
1
|
|
|
Average Price Paid per Share
|
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
2
|
|
|
Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
2
|
|
||
February 4, 2017 - March 3, 2017
3
|
6.5
|
|
|
$
|
81.06
|
|
|
6.5
|
|
|
$
|
4,485
|
|
March 4, 2017 - April 7, 2017
|
4.6
|
|
|
82.13
|
|
|
4.5
|
|
|
4,117
|
|
||
April 8, 2017 - May 5, 2017
3
|
4.3
|
|
|
83.41
|
|
|
4.2
|
|
|
3,826
|
|
||
As of May 5, 2017
|
15.4
|
|
|
$
|
82.04
|
|
|
15.2
|
|
|
$
|
3,826
|
|
1
|
During the first quarter of fiscal
2017
, the Company repurchased an aggregate of
15.4 million
shares of its common stock. The total number of shares repurchased includes
0.2 million
shares withheld from employees to satisfy either the exercise price of stock options or the statutory withholding tax liability upon the vesting of share-based awards.
|
2
|
On January 27, 2017, the Company’s Board of Directors authorized a $5.0 billion share repurchase program with no expiration, which was announced on the same day. As of
May 5, 2017
, the Company had
$3.8 billion
remaining available under the program.
|
3
|
In March 2017, the Company entered into an Accelerated Share Repurchase (ASR) agreement with a third-party financial institution to repurchase
$500 million
of the Company’s common stock. Pursuant to the agreement, the Company paid
$500 million
to the financial institution and received an initial delivery of
5.3 million
shares. In May 2017, prior to the end of the first quarter, the Company finalized the transaction and received an additional
0.8 million
shares. The average price paid per share in settlement of the ASR agreement included in the table above was determined with reference to the volume-weighted average price of the Company’s common stock over the term of the ASR agreement. See Note
7
to the consolidated financial statements included herein for additional information regarding share repurchases.
|
VOTES FOR
|
VOTES AGAINST
|
ABSTENTIONS
|
BROKER NON-VOTES
|
618,721,772
|
19,408,830
|
8,033,017
|
117,303,592
|
ONE YEAR
|
TWO YEARS
|
THREE YEARS
|
ABSTENTIONS
|
BROKER NON-VOTES
|
578,827,450
|
1,774,619
|
59,521,982
|
6,039,568
|
117,303,592
|
VOTES FOR
|
VOTES AGAINST
|
ABSTENTIONS
|
746,652,599
|
11,430,690
|
5,383,922
|
VOTES FOR
|
VOTES AGAINST
|
ABSTENTIONS
|
BROKER NON-VOTES
|
42,827,417
|
577,857,550
|
25,478,652
|
117,303,592
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
Restated Charter of Lowe’s Companies, Inc.
|
|
10-Q
|
|
001-07898
|
|
3.1
|
|
September 1, 2009
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
Bylaws of Lowe’s Companies, Inc., as amended and restated May 27, 2016.
|
|
8-K
|
|
001-07898
|
|
3.1
|
|
May 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
Fourteenth Supplemental Indenture, dated as of May 3, 2017, between Lowe’s Companies, Inc. and U.S. Bank National Association, as successor trustee, including as exhibits thereto a form of 3.100% Notes due May 3, 2027 and a form of 4.050% Notes due May 3, 2047.
|
|
8-K
|
|
001-07898
|
|
4.1
|
|
May 3, 2017
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Amendment No. 1, dated as of May 4, 2017, to the Amended and Restated Credit Agreement, dated as of November 23, 2016, by and among Lowe’s Companies, Inc., Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, Wells Fargo Bank, National Association, as syndication agent and a letter of credit issuer, Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., SunTrust Bank and U.S. Bank National Association, as co-documentation agents, and the other lenders party thereto.‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.1
|
|
Statement Re Computation of Ratio of Earnings to Fixed Charges.‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.1
|
|
Deloitte & Touche LLP Letter Re Unaudited Interim Financial Information.‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) / 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) / 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.†
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.‡
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
‡
|
|
Filed herewith.
|
|
|
|
|
|
|
|
|
†
|
|
Furnished herewith.
|
|
|
|
|
|
|
|
|
|
|
LOWE’S COMPANIES, INC.
|
|
|
(Registrant)
|
|
|
|
June 6, 2017
|
|
By: /s/ Matthew V. Hollifield
|
Date
|
|
Matthew V. Hollifield
Senior Vice President and Chief Accounting Officer |
Re:
|
Consent to Amend Credit Agreement
|
BANK OF AMERICA, N.A.
, as Administrative Agent
|
||
|
|
|
|
|
|
By:
|
/s/ Darleen R. DiGrazia
|
|
Name:
|
Darleen R. DiGrazia
|
|
Title:
|
Vice President
|
|
ACCEPTED AND AGREED TO
:
|
|
|
|
|
|
LOWE’S COMPANIES, INC.
, as Borrower
|
||
|
|
|
|
|
|
By:
|
/s/ Akinjide O. Falaki
|
|
Name:
|
Akinjide O. Falaki
|
|
Title:
|
VP, Corporate Planning and Treasury; Assistant Treasurer
|
|
|
LENDERS:
|
|
|
|
|
|
BANK OF AMERICA, N.A.,
as a Lender, L/C Issuer and Swing Line Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Andrew Wulff
|
|
Name:
|
Andrew Wulff
|
|
Title:
|
Associate
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
,
as a Lender and L/C Issuer
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ekta Patel
|
|
Name:
|
Ekta Patel
|
|
Title:
|
Director
|
|
GOLDMAN SACHS BANK USA
,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ushma Dedhiya
|
|
Name:
|
Ushma Dedhiya
|
|
Title:
|
Authorized Signatory
|
|
JPMORGAN CHASE BANK, N
.
A
.
,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Courtney Eng
|
|
Name:
|
Courtney Eng
|
|
Title:
|
Vice President
|
|
SUNTRUST BANK
,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Julie Lindberg
|
|
Name:
|
Julie Lindberg
|
|
Title:
|
Vice President
|
|
U
.
S
.
BANK NATIONAL ASSOCIATION
,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mark D. Rodgers
|
|
Name:
|
Mark D. Rodgers
|
|
Title:
|
Vice President
|
|
MIZUHO BANK, LTD.
,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Takayuki Tomii
|
|
Name:
|
Takayuki Tomii
|
|
Title:
|
Authorized Signatory
|
|
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Cara Younger
|
|
Name:
|
Cara Younger
|
|
Title:
|
Director
|
|
|
|
|
By:
|
/s/ Cristina Cignoli
|
|
Name:
|
Cristina Cignoli
|
|
Title:
|
Director
|
|
BANK OF MONTREAL
,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Katherine Robinson
|
|
Name:
|
Katherine Robinson
|
|
Title:
|
Director
|
|
BRANCH BANKING AND TRUST COMPANY
,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kelly Attayek
|
|
Name:
|
Kelly Attayek
|
|
Title:
|
Assistant Vice President
|
|
ROYAL BANK OF CANADA
,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Gordon MacArthur
|
|
Name:
|
Gordon MacArthur
|
|
Title:
|
Authorized Signatory
|
|
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Robert Grillo
|
|
Name:
|
Robert Grillo
|
|
Title:
|
Director
|
|
FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC (formerly known as CAISSE CENTRALE DESJARDINS)
,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ André Roy
|
|
Name:
|
André Roy
|
|
Title:
|
Directeur, Financement corporatif
Director, Corporate Banking
|
|
|
|
|
By:
|
/s/ Dominique Parizeau
|
|
Name:
|
Dominique Parizeau
|
|
Title:
|
Directeur général
Gestion du Portefeuille, Grandes Entreprises
Managing Director
Portfolio Management, Corporate Banking
|
|
NATIONAL BANK OF CANADA
,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ Bruno Lévesque
|
|
Name:
|
Bruno Lévesque
|
|
Title:
|
Managing Director
|
|
|
|
|
By:
|
/s/ Alexandre Bergeron
|
|
Name:
|
Alexandre Bergeron
|
|
Title:
|
Directeur - Director
|
|
NORTHERN TRUST COMPANY
,
as a Lender
|
|
|
|
|
|
|
|
|
By:
|
/s/ John C. Canty
|
|
Name:
|
John C. Canty
|
|
Title:
|
Senior Vice President
|
|
LOWE’S COMPANIES, INC.
|
|
|
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
I.
|
Section 7.07
– Consolidated Adjusted Funded Debt to Consolidated EBITDAR
|
|
|||
|
|
|
|
|
|
A.
|
Consolidated Adjusted Funded Debt
as of the end of the
applicable Measurement Period: |
$
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Consolidated Funded Debt
|
$
|
|
|
|
|
|
|
|
|
|
(ii)
|
Debt Equivalent of Operating Leases
|
$
|
|
|
|
|
|
|
|
|
B.
|
Consolidated EBITDAR
for the applicable Measurement Period
(sum of I.B(i) through I.B(xiii) less I.B(xiv) less I.B (xv)) |
$
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Consolidated Net Income
|
$
|
|
|
|
|
|
|
|
|
|
(ii)
|
Provision for income taxes
|
$
|
|
|
|
|
|
|
|
|
|
(iii)
|
Interest net
|
$
|
|
|
|
|
|
|
|
|
|
(iv)
|
Depreciation and Amortization expenses
|
$
|
|
|
|
|
|
|
|
|
|
(v)
|
Extraordinary, non-recurring or unusual non-cash charges or losses of the Borrower and its Subsidiaries incurred or charged
|
$
|
|
|
|
|
|
|
|
|
|
(vi)
|
Non-cash charges of the Borrower and its Subsidiaries incurred or charged
|
$
|
|
|
|
|
|
|
|
|
|
(vii)
|
Non-cash losses arising from the sale of assets other than in the ordinary course of business of the Borrower and its Subsidiaries incurred or charged
|
$
|
|
|
|
|
|
|
|
|
|
(viii)
|
Actual transaction expenses or related costs paid in cash in connection with (1) permitted acquisitions or investments and (2) store closings (subject to the limitations set forth in the definition of “Consolidated EBITDAR” in Section 1.01 of the Credit Agreement”)
|
$
|
|
|
|
|
|
|
|
|
|
(ix)
|
Extraordinary, non-recurring or unusual cash charges or losses of the Borrower or its Subsidiaries (subject to the limitations set forth in the definition of “Consolidated EBITDAR” in Section 1.01 of the Credit Agreement”)
1
|
$
|
|
|
|
|
|
|
|
|
|
(x)
|
Cash losses arising from the sale of assets other than in the ordinary course of business (subject to the limitations set forth in the definition of “Consolidated EBITDAR” in
Section 1.01
of the Credit Agreement”)
1
|
$
|
|
|
|
|
|
|
|
|
|
(xi)
|
Stock based compensation expense
|
$
|
|
|
|
|
|
|
|
|
|
(xii)
|
Rental payments made or required to be made
|
$
|
|
|
|
|
|
|
|
|
|
(xii)
|
Cash and non-cash charges or losses associated with extinguishment of Indebtedness or other non-recurring financing activity of the Borrower or any of its Subsidiaries
|
$
|
|
|
|
|
|
|
|
|
|
(xiv)
|
Extraordinary, non-recurring or unusual non-cash income or gains increasing Consolidated Net Income of or by the Borrower and its Subsidiaries (the extent included in calculating such Consolidated Net Income)
|
$
|
|
|
|
|
|
|
|
|
|
(xv)
|
Non-cash gains arising from the sale of assets other than in the ordinary course of business increasing Consolidated Net Income of or by the Borrower and its Subsidiaries (the extent included in calculating such Consolidated Net Income)
|
$
|
|
|
|
|
|
|
|
|
C.
|
Ratio of Consolidated Adjusted Funded Debt to Consolidated EBITDAR
(Line I.A ÷ Line I.B as calculated above)
|
_____ to 1
|
|
||
|
Required:
Not greater than 4.00 to 1.00
|
|
|
|
|
Three Months Ended
|
|
Fiscal Years Ended On
|
||||||||||||||||||||||||
|
May 5, 2017
|
|
April 29, 2016
|
February 3, 2017
|
|
January 29, 2016
4
|
|
January 30, 2015
|
|
January 31, 2014
|
|
February 1, 2013
|
|||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings Before Income Taxes
|
$
|
934
|
|
|
$
|
1,430
|
|
|
$
|
5,201
|
|
|
$
|
4,419
|
|
|
$
|
4,276
|
|
|
$
|
3,673
|
|
|
$
|
3,137
|
|
Fixed Charges
|
215
|
|
|
198
|
|
|
847
|
|
|
720
|
|
|
677
|
|
|
623
|
|
|
605
|
|
|||||||
Capitalized Interest
1
|
2
|
|
|
2
|
|
|
8
|
|
|
9
|
|
|
9
|
|
|
8
|
|
|
6
|
|
|||||||
Adjusted Earnings
|
$
|
1,151
|
|
|
$
|
1,630
|
|
|
$
|
6,056
|
|
|
$
|
5,148
|
|
|
$
|
4,962
|
|
|
$
|
4,304
|
|
|
$
|
3,748
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest Expense
2
|
$
|
164
|
|
|
$
|
157
|
|
|
$
|
659
|
|
|
$
|
559
|
|
|
$
|
525
|
|
|
$
|
478
|
|
|
$
|
463
|
|
Rental Expense
3
|
51
|
|
|
41
|
|
|
188
|
|
|
161
|
|
|
152
|
|
|
145
|
|
|
142
|
|
|||||||
Total Fixed Charges
|
$
|
215
|
|
|
$
|
198
|
|
|
$
|
847
|
|
|
$
|
720
|
|
|
$
|
677
|
|
|
$
|
623
|
|
|
$
|
605
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ratio of Earnings to Fixed Charges
|
5.4
|
|
|
8.2
|
|
|
7.2
|
|
|
7.1
|
|
|
7.3
|
|
|
6.9
|
|
|
6.2
|
|
1
|
Includes the net of subtractions for interest capitalized and additions for amortization of previously-capitalized interest.
|
2
|
Interest accrued on uncertain tax positions is excluded from Interest Expense in the computation of Fixed Charges.
|
3
|
The portion of rental expense that is representative of the interest factor in these rentals.
|
4
|
Earnings for the fiscal year ended January 29, 2016 included a $530 million non-cash impairment charge related to the equity method investment in the Australia joint venture with Woolworths Limited. Excluding this charge from the calculation would result in a ratio of earnings to fixed charges of 7.9 for the fiscal year ended January 29, 2016.
|
Description
|
Registration
Statement Number
|
|
|
Form S-3 ASR
|
|
Lowe’s Stock Advantage Direct Stock Purchase Plan
|
333-200115
|
Debt Securities, Preferred Stock, Common Stock
|
333-206537
|
|
|
Form S-8
|
|
Lowe’s 401(k) Plan
|
33-29772
|
Lowe’s Companies, Inc. 1994 Incentive Plan
|
33-54499
|
Lowe’s Companies, Inc. 1997 Incentive Plan
|
333-34631
|
Lowe’s Companies, Inc. Directors’ Stock Option Plan
|
333-89471
|
Lowe’s Companies Benefit Restoration Plan
|
333-97811
|
Lowe’s Companies Cash Deferral Plan
|
333-114435
|
Lowe’s Companies, Inc. 2006 Long-Term Incentive Plan
|
333-138031; 333-196513
|
Lowe’s Companies Employee Stock Purchase Plan - Stock Options for Everyone
|
333-143266; 333-181950
|
|
|
(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
|
(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.
|
June 6, 2017
|
|
/s/ Robert A. Niblock
|
Date
|
|
Robert A. Niblock
Chairman of the Board, President and Chief Executive Officer
|
(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
|
(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.
|
June 6, 2017
|
|
/s/ Marshall A. Croom
|
Date
|
|
Marshall A. Croom
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.
|
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.
|