|
|
(Mark one)
|
|
X
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the fiscal year ended January 28, 2017
|
|
|
|
or
|
|
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the transition period from ________ to ________
|
Delaware
|
|
94-1390387
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
||
5130 Hacienda Drive, Dublin, California
|
|
94568-7579
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
||
Registrant's telephone number, including area code
|
|
(925) 965-4400
|
Title of each class
|
|
Name of each exchange on which registered
|
Common stock, par value $.01
|
|
Nasdaq Global Select Market
|
State/Territory
|
|
January 28, 2017
|
|
January 30, 2016
|
Alabama
|
|
23
|
|
19
|
Arizona
|
|
74
|
|
71
|
Arkansas
|
|
8
|
|
6
|
California
|
|
364
|
|
347
|
Colorado
|
|
33
|
|
31
|
Delaware
|
|
2
|
|
1
|
District of Columbia
|
|
1
|
|
1
|
Florida
|
|
185
|
|
179
|
Georgia
|
|
56
|
|
55
|
Guam
|
|
1
|
|
1
|
Hawaii
|
|
17
|
|
17
|
Idaho
|
|
11
|
|
11
|
Illinois
|
|
62
|
|
55
|
Indiana
|
|
9
|
|
8
|
Kansas
|
|
10
|
|
7
|
Kentucky
|
|
9
|
|
9
|
Louisiana
|
|
18
|
|
17
|
Maryland
|
|
24
|
|
23
|
Mississippi
|
|
8
|
|
8
|
Missouri
|
|
21
|
|
17
|
Montana
|
|
6
|
|
6
|
Nevada
|
|
33
|
|
32
|
New Jersey
|
|
13
|
|
13
|
New Mexico
|
|
12
|
|
11
|
North Carolina
|
|
45
|
|
42
|
North Dakota
|
|
1
|
|
0
|
Oklahoma
|
|
23
|
|
22
|
Oregon
|
|
30
|
|
31
|
Pennsylvania
|
|
44
|
|
43
|
South Carolina
|
|
23
|
|
22
|
South Dakota
|
|
1
|
|
0
|
Tennessee
|
|
31
|
|
30
|
Texas
|
|
222
|
|
211
|
Utah
|
|
17
|
|
17
|
Virginia
|
|
38
|
|
36
|
Washington
|
|
42
|
|
41
|
Wisconsin
|
|
13
|
|
3
|
Wyoming
|
|
3
|
|
3
|
Total
|
|
1,533
|
|
1,446
|
Location
|
|
Approximate Square Footage
|
|
|
Own / Lease
|
Distribution centers
|
|
|
|
|
|
Carlisle, Pennsylvania
|
|
465,000
|
|
|
Own
|
Fort Mill, South Carolina
|
|
1,200,000
|
|
|
Own
|
Moreno Valley, California
|
|
1,300,000
|
|
|
Own
|
Perris, California
|
|
1,300,000
|
|
|
Own
|
Rock Hill, South Carolina
|
|
1,200,000
|
|
|
Own
|
Shafter, California
|
|
1,700,000
|
|
|
Own
|
|
|
|
|
|
|
Warehouses
|
|
|
|
|
|
Carlisle, Pennsylvania
|
|
239,000
|
|
|
Lease
|
Carlisle, Pennsylvania
|
|
246,000
|
|
|
Lease
|
Fort Mill, South Carolina
|
|
251,000
|
|
|
Lease
|
Fort Mill, South Carolina
|
|
423,000
|
|
|
Own
|
Fort Mill, South Carolina
|
|
428,000
|
|
|
Own
|
Perris, California
|
|
699,000
|
|
|
Own
|
Riverside, California
|
|
449,000
|
|
|
Own
|
|
|
|
|
|
|
Office space
|
|
|
|
|
|
Dublin, California
|
|
414,000
|
|
|
Own
|
Los Angeles, California
|
|
87,000
|
|
|
Lease
|
New York City, New York
|
|
572,000
|
|
|
Own
|
Name
|
|
Age
|
|
|
Position
|
Michael Balmuth
|
|
66
|
|
|
Executive Chairman of the Board
|
Barbara Rentler
|
|
59
|
|
|
Chief Executive Officer
|
Bernie Brautigan
|
|
52
|
|
|
President, Merchandising, Ross Dress for Less
|
James S. Fassio
|
|
62
|
|
|
President and Chief Development Officer
|
Brian Morrow
|
|
57
|
|
|
President and Chief Merchandising Officer, dd's DISCOUNTS
|
Michael O’Sullivan
|
|
53
|
|
|
President and Chief Operating Officer
|
Lisa Panattoni
|
|
54
|
|
|
President, Merchandising, Ross Dress for Less
|
John G. Call
|
|
58
|
|
|
Executive Vice President, Finance and Legal, and Corporate Secretary
|
Michael J. Hartshorn
|
|
49
|
|
|
Group Senior Vice President, Chief Financial Officer and Principal Accounting Officer
|
Period
|
|
Total number
of shares
(or units) purchased
¹
|
|
|
Average price
paid per share (or unit)
|
|
Total number
of shares
(or units)
purchased as
part of publicly
announced
plans or programs
|
|
|
Maximum
number (or
approximate
dollar value) of
shares (or units)
that may yet be
purchased under
the plans or programs ($000)
|
November
|
|
|
|
|
|
|
|
|
||
(10/30/2016 - 11/26/2016)
|
|
662,860
|
|
|
$64.23
|
|
660,463
|
|
|
$127,300
|
December
|
|
|
|
|
|
|
|
|
||
(11/27/2016 - 12/31/2016)
|
|
1,074,861
|
|
|
$67.66
|
|
1,074,861
|
|
|
$54,500
|
January
|
|
|
|
|
|
|
|
|
||
(01/01/2017 - 01/28/2017)
|
|
829,184
|
|
|
$66.15
|
|
824,491
|
|
|
$0
|
Total
|
|
2,566,905
|
|
|
$66.29
|
|
2,559,815
|
|
|
$0
|
¹ We acquired 7,090 shares of treasury stock during the quarter ended January 28, 2017. Treasury stock includes shares acquired from employees for tax withholding purposes related to vesting of restricted stock grants. All remaining shares were repurchased under our publicly announced stock repurchase program.
|
|
|
|
|
Indexed Returns for Years Ended
|
||||||||||||||
|
|
Base Period
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Company / Index
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
Ross Stores, Inc.
|
|
100
|
|
|
117
|
|
|
136
|
|
|
185
|
|
|
229
|
|
|
268
|
|
S&P 500 Index
|
|
100
|
|
|
117
|
|
|
142
|
|
|
162
|
|
|
161
|
|
|
193
|
|
S&P Retailing Group
|
|
100
|
|
|
129
|
|
|
163
|
|
|
196
|
|
|
231
|
|
|
274
|
|
($000, except per share data)
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
2012
|
|
1
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial Position
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
1,111,599
|
|
|
$
|
761,602
|
|
|
$
|
696,608
|
|
|
$
|
423,168
|
|
|
$
|
646,761
|
|
|
Merchandise inventory
|
|
1,512,886
|
|
|
1,419,104
|
|
|
1,372,675
|
|
|
1,257,155
|
|
|
1,209,237
|
|
|
|||||
Property and equipment, net
|
|
2,328,048
|
|
|
2,342,906
|
|
|
2,273,752
|
|
|
1,875,299
|
|
|
1,493,284
|
|
|
|||||
Total assets
|
|
5,309,351
|
|
|
4,869,119
|
|
|
4,687,370
|
|
|
3,886,251
|
|
|
3,649,782
|
|
|
|||||
Return on average assets
|
|
22
|
%
|
|
21
|
%
|
|
22
|
%
|
|
22
|
%
|
|
23
|
%
|
|
|||||
Working capital
|
|
1,060,543
|
|
|
769,348
|
|
|
590,471
|
|
|
463,875
|
|
|
588,438
|
|
|
|||||
Current ratio
|
|
1.6:1
|
|
|
1.5:1
|
|
1.4:1
|
|
1.3:1
|
|
1.4:1
|
|
|||||||||
Long-term debt
|
|
396,493
|
|
|
396,025
|
|
|
395,562
|
|
|
149,681
|
|
|
149,628
|
|
|
|||||
Long-term debt as a percent
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
of total capitalization
|
|
13
|
%
|
|
14
|
%
|
|
15
|
%
|
|
7
|
%
|
|
8
|
%
|
|
|||||
Stockholders' equity
|
|
2,748,017
|
|
|
2,471,991
|
|
|
2,279,210
|
|
|
2,007,302
|
|
1,766,863
|
|
|
||||||
Return on average
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
stockholders' equity
|
|
43
|
%
|
|
43
|
%
|
|
43
|
%
|
|
44
|
%
|
|
48
|
%
|
|
|||||
Book value per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
outstanding at year-end
2
|
|
$
|
7.01
|
|
|
$
|
6.14
|
|
|
$
|
5.49
|
|
|
$
|
4.70
|
|
|
$
|
4.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating Statistics
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Number of stores opened
|
|
93
|
|
|
90
|
|
|
95
|
|
|
88
|
|
|
82
|
|
|
|||||
Number of stores closed
|
|
6
|
|
|
6
|
|
|
9
|
|
|
11
|
|
|
8
|
|
|
|||||
Number of stores at year-end
|
|
1,533
|
|
|
1,446
|
|
|
1,362
|
|
|
1,276
|
|
|
1,199
|
|
|
|||||
Comparable store sales increase
3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(52-week basis)
|
|
4
|
%
|
|
4
|
%
|
|
3
|
%
|
|
3
|
%
|
|
6
|
%
|
|
|||||
Sales per average square foot of
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
selling space (52-week basis)
|
|
$
|
395
|
|
|
$
|
383
|
|
|
$
|
372
|
|
|
$
|
362
|
|
|
$
|
355
|
|
|
Square feet of selling space
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
at year-end (000)
|
|
33,300
|
|
|
31,900
|
|
|
30,400
|
|
|
28,900
|
|
|
27,800
|
|
|
|||||
Number of employees at year-end
|
|
78,600
|
|
|
77,800
|
|
|
71,400
|
|
|
66,300
|
|
|
57,500
|
|
|
|||||
Number of common stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
of record at year-end
|
|
848
|
|
|
842
|
|
|
817
|
|
|
823
|
|
|
831
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
¹ Fiscal 2012 was a 53-week year; all other fiscal years presented were 52 weeks.
|
|
|
|||||||||||||||||||
2
All per share amounts have been adjusted for the two-for-one stock split effective June 11, 2015.
|
|
||||||||||||||||||||
3
Comparable stores are stores open for more than 14 complete months.
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Sales
|
|
|
|
|
|
|
||||||
Sales (millions)
|
|
$
|
12,867
|
|
|
$
|
11,940
|
|
|
$
|
11,042
|
|
Sales growth
|
|
7.8
|
%
|
|
8.1
|
%
|
|
7.9
|
%
|
|||
Comparable store sales growth
|
|
4
|
%
|
|
4
|
%
|
|
3
|
%
|
|||
|
|
|
|
|
|
|
||||||
Costs and expenses (as a percent of sales)
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
71.3
|
%
|
|
71.8
|
%
|
|
71.9
|
%
|
|||
Selling, general and administrative
|
|
14.7
|
%
|
|
14.6
|
%
|
|
14.6
|
%
|
|||
Interest expense, net
|
|
0.1
|
%
|
|
0.1
|
%
|
|
0.0
|
%
|
|||
|
|
|
|
|
|
|
||||||
Earnings before taxes (as a percent of sales)
|
|
13.9
|
%
|
|
13.5
|
%
|
|
13.5
|
%
|
|||
|
|
|
|
|
|
|
||||||
Net earnings (as a percent of sales)
|
|
8.7
|
%
|
|
8.5
|
%
|
|
8.4
|
%
|
|
|
2016
|
|
2015
|
|
|
2014
|
|
|
Ladies
|
|
28
|
%
|
|
29
|
%
|
|
29
|
%
|
Home Accents and Bed and Bath
|
|
25
|
%
|
|
25
|
%
|
|
24
|
%
|
Accessories, Lingerie, Fine Jewelry, and Fragrances
|
|
13
|
%
|
|
13
|
%
|
|
13
|
%
|
Men's
|
|
13
|
%
|
|
13
|
%
|
|
13
|
%
|
Shoes
|
|
13
|
%
|
|
12
|
%
|
|
13
|
%
|
Children's
|
|
8
|
%
|
|
8
|
%
|
|
8
|
%
|
Total
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
|
|
($000)
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Interest expense on long-term debt
|
|
$
|
18,573
|
|
|
$
|
18,568
|
|
|
$
|
12,990
|
|
Other interest expense
|
|
1,022
|
|
|
1,252
|
|
|
1,230
|
|
|||
Capitalized interest
|
|
(26
|
)
|
|
(6,530
|
)
|
|
(10,825
|
)
|
|||
Interest income
|
|
(3,081
|
)
|
|
(678
|
)
|
|
(411
|
)
|
|||
Interest expense, net
|
|
$
|
16,488
|
|
|
$
|
12,612
|
|
|
$
|
2,984
|
|
($ millions)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Cash provided by operating activities
|
$
|
1,558.9
|
|
|
$
|
1,326.2
|
|
|
$
|
1,372.8
|
|
Cash used in investing activities
|
(292.8
|
)
|
|
(362.5
|
)
|
|
(639.0
|
)
|
|||
Cash used in financing activities
|
(916.1
|
)
|
|
(898.7
|
)
|
|
(460.4
|
)
|
|||
Net increase in cash and cash equivalents
|
$
|
350.0
|
|
|
$
|
65.0
|
|
|
$
|
273.4
|
|
($ millions)
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
New stores
|
|
$
|
117.7
|
|
|
$
|
105.8
|
|
|
$
|
119.8
|
|
Existing stores
|
|
90.3
|
|
|
124.0
|
|
|
79.5
|
|
|||
Information systems, corporate, and other
|
|
48.5
|
|
|
44.3
|
|
|
43.3
|
|
|||
Distribution and transportation
|
|
41.4
|
|
|
92.9
|
|
|
193.2
|
|
|||
New York buying office purchase
|
|
—
|
|
|
—
|
|
|
210.9
|
|
|||
Total capital expenditures
|
|
$
|
297.9
|
|
|
$
|
367.0
|
|
|
$
|
646.7
|
|
|
Less than
1 year
|
|
|
1 - 3
years
|
|
|
3 - 5
years
|
|
|
After 5
years
|
|
|
Total¹
|
|
|||||
($000)
|
|
|
|
|
|||||||||||||||
Senior notes
|
$
|
—
|
|
|
$
|
85,000
|
|
|
$
|
65,000
|
|
|
$
|
250,000
|
|
|
$
|
400,000
|
|
Interest payment obligations
|
18,105
|
|
|
30,787
|
|
|
25,364
|
|
|
25,313
|
|
|
99,569
|
|
|||||
Operating leases (rent obligations)
|
484,518
|
|
|
924,319
|
|
|
604,751
|
|
|
504,389
|
|
|
2,517,977
|
|
|||||
New York buying office ground lease²
|
6,418
|
|
|
12,835
|
|
|
12,835
|
|
|
946,150
|
|
|
978,238
|
|
|||||
Purchase obligations
|
2,123,046
|
|
|
15,627
|
|
|
5,204
|
|
|
1,957
|
|
|
2,145,834
|
|
|||||
Total contractual obligations
|
$
|
2,632,087
|
|
|
$
|
1,068,568
|
|
|
$
|
713,154
|
|
|
$
|
1,727,809
|
|
|
$
|
6,141,618
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|||
($000, except per share data)
|
|
January 28, 2017
|
|
|
January 30, 2016
|
|
|
January 31, 2015
|
|
|||
Sales
|
|
$
|
12,866,757
|
|
|
$
|
11,939,999
|
|
|
$
|
11,041,677
|
|
|
|
|
|
|
|
|
||||||
Costs and Expenses
|
|
|
|
|
|
|
||||||
Cost of goods sold
|
|
9,173,705
|
|
|
8,576,873
|
|
|
7,937,956
|
|
|||
Selling, general and administrative
|
|
1,890,408
|
|
|
1,738,755
|
|
|
1,615,371
|
|
|||
Interest expense, net
|
|
16,488
|
|
|
12,612
|
|
|
2,984
|
|
|||
Total costs and expenses
|
|
11,080,601
|
|
|
10,328,240
|
|
|
9,556,311
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings before taxes
|
|
1,786,156
|
|
|
1,611,759
|
|
|
1,485,366
|
|
|||
Provision for taxes on earnings
|
|
668,502
|
|
|
591,098
|
|
|
560,642
|
|
|||
Net earnings
|
|
$
|
1,117,654
|
|
|
$
|
1,020,661
|
|
|
$
|
924,724
|
|
|
|
|
|
|
|
|
||||||
Earnings per share
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
2.85
|
|
|
$
|
2.53
|
|
|
$
|
2.24
|
|
Diluted
|
|
$
|
2.83
|
|
|
$
|
2.51
|
|
|
$
|
2.21
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding (000)
|
|
|
|
|
|
|
||||||
Basic
|
|
392,124
|
|
|
403,034
|
|
|
413,553
|
|
|||
Diluted
|
|
394,958
|
|
|
406,405
|
|
|
418,077
|
|
|||
|
|
|
|
|
|
|
||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|||
($000)
|
|
January 28, 2017
|
|
|
January 30, 2016
|
|
|
January 31, 2015
|
|
|||
Net earnings
|
|
$
|
1,117,654
|
|
|
$
|
1,020,661
|
|
|
$
|
924,724
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Change in unrealized loss on investments, net of tax
|
|
(91
|
)
|
|
(148
|
)
|
|
(59
|
)
|
|||
Comprehensive income
|
|
$
|
1,117,563
|
|
|
$
|
1,020,513
|
|
|
$
|
924,665
|
|
The accompanying notes are an integral part of these consolidated financial statements.
|
($000, except share data)
|
January 28, 2017
|
|
|
January 30, 2016
|
|
||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,111,599
|
|
|
$
|
761,602
|
|
Short-term investments
|
—
|
|
|
1,737
|
|
||
Accounts receivable
|
75,154
|
|
|
73,627
|
|
||
Merchandise inventory
|
1,512,886
|
|
|
1,419,104
|
|
||
Prepaid expenses and other
|
113,410
|
|
|
116,125
|
|
||
Total current assets
|
2,813,049
|
|
|
2,372,195
|
|
||
|
|
|
|
||||
Property and Equipment
|
|
|
|
||||
Land and buildings
|
1,101,334
|
|
|
1,084,328
|
|
||
Fixtures and equipment
|
2,421,645
|
|
|
2,244,790
|
|
||
Leasehold improvements
|
998,508
|
|
|
920,392
|
|
||
Construction-in-progress
|
69,767
|
|
|
90,399
|
|
||
|
4,591,254
|
|
|
4,339,909
|
|
||
Less accumulated depreciation and amortization
|
2,263,206
|
|
|
1,997,003
|
|
||
Property and equipment, net
|
2,328,048
|
|
|
2,342,906
|
|
||
|
|
|
|
||||
Long-term investments
|
1,288
|
|
|
1,331
|
|
||
Other long-term assets
|
166,966
|
|
|
152,687
|
|
||
Total assets
|
$
|
5,309,351
|
|
|
$
|
4,869,119
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
1,021,735
|
|
|
$
|
945,559
|
|
Accrued expenses and other
|
398,126
|
|
|
376,522
|
|
||
Accrued payroll and benefits
|
316,492
|
|
|
280,766
|
|
||
Income taxes payable
|
16,153
|
|
|
—
|
|
||
Total current liabilities
|
1,752,506
|
|
|
1,602,847
|
|
||
|
|
|
|
||||
Long-term debt
|
396,493
|
|
|
396,025
|
|
||
Other long-term liabilities
|
290,950
|
|
|
268,168
|
|
||
Deferred income taxes
|
121,385
|
|
|
130,088
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
||||
Common stock, par value $.01 per share
|
3,919
|
|
|
4,023
|
|
||
Authorized 1,000,000,000 shares
|
|
|
|
||||
Issued and outstanding 391,893,000 and
|
|
|
|
||||
402,339,000 shares, respectively
|
|
|
|
||||
Additional paid-in capital
|
1,215,715
|
|
|
1,122,329
|
|
||
Treasury stock
|
(272,846
|
)
|
|
(229,525
|
)
|
||
Accumulated other comprehensive income
|
91
|
|
|
182
|
|
||
Retained earnings
|
1,801,138
|
|
|
1,574,982
|
|
||
Total stockholders’ equity
|
2,748,017
|
|
|
2,471,991
|
|
||
Total liabilities and stockholders’ equity
|
$
|
5,309,351
|
|
|
$
|
4,869,119
|
|
The accompanying notes are an integral part of these consolidated financial statements.
|
|
|
|
|
|
|
Additional paid-in capital
|
|
|
|
|
Accumulated
other comprehensive income (loss)
|
|
|
|
|
|
||||||||||
|
|
Common stock
|
|
|
Treasury stock
|
|
|
|
Retained earnings
|
|
|
|
||||||||||||||
(000)
|
|
Shares
|
|
|
Amount
|
|
|
|
|
|
|
Total
|
|
|||||||||||||
Balance at February 1, 2014
|
|
426,840
|
|
|
$
|
4,268
|
|
|
$
|
933,457
|
|
|
$
|
(121,559
|
)
|
|
$389
|
|
$
|
1,190,747
|
|
|
$
|
2,007,302
|
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
924,724
|
|
|
924,724
|
|
|||||
Unrealized investment loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
(59
|
)
|
|||||
Common stock issued under stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
plans, net of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
used for tax withholding
|
|
2,904
|
|
|
29
|
|
|
21,949
|
|
|
(39,041
|
)
|
|
—
|
|
|
—
|
|
|
(17,063
|
)
|
|||||
Tax benefit from equity issuance
|
|
—
|
|
|
—
|
|
|
29,759
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,759
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
53,001
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,001
|
|
|||||
Common stock repurchased
|
|
(14,805
|
)
|
|
(148
|
)
|
|
(24,559
|
)
|
|
—
|
|
|
—
|
|
|
(525,293
|
)
|
|
(550,000
|
)
|
|||||
Dividends declared ($0.400 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(168,454
|
)
|
|
(168,454
|
)
|
|||||
Balance at January 31, 2015
|
|
414,939
|
|
|
$
|
4,149
|
|
|
$
|
1,013,607
|
|
|
$
|
(160,600
|
)
|
|
$330
|
|
$
|
1,421,724
|
|
|
$
|
2,279,210
|
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,020,661
|
|
|
1,020,661
|
|
|||||
Unrealized investment loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148
|
)
|
|
—
|
|
|
(148
|
)
|
|||||
Common stock issued under stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
plans, net of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
used for tax withholding
|
|
1,053
|
|
|
11
|
|
|
20,175
|
|
|
(68,925
|
)
|
|
—
|
|
|
—
|
|
|
(48,739
|
)
|
|||||
Tax benefit from equity issuance
|
|
—
|
|
|
—
|
|
|
42,382
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,382
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
70,937
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
70,937
|
|
|||||
Common stock repurchased
|
|
(13,653
|
)
|
|
(137
|
)
|
|
(24,772
|
)
|
|
—
|
|
|
—
|
|
|
(675,091
|
)
|
|
(700,000
|
)
|
|||||
Dividends declared ($0.470 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(192,312
|
)
|
|
(192,312
|
)
|
|||||
Balance at January 30, 2016
|
|
402,339
|
|
|
$
|
4,023
|
|
|
$
|
1,122,329
|
|
|
$
|
(229,525
|
)
|
|
$182
|
|
$
|
1,574,982
|
|
|
$
|
2,471,991
|
|
|
Net earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,117,654
|
|
|
1,117,654
|
|
|||||
Unrealized investment loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
|
—
|
|
|
(91
|
)
|
|||||
Common stock issued under stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
plans, net of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
used for tax withholding
|
|
1,192
|
|
|
12
|
|
|
18,527
|
|
|
(43,321
|
)
|
|
—
|
|
|
—
|
|
|
(24,782
|
)
|
|||||
Tax benefit from equity issuance
|
|
—
|
|
|
—
|
|
|
23,331
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,331
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
74,554
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,554
|
|
|||||
Common stock repurchased
|
|
(11,638
|
)
|
|
(116
|
)
|
|
(23,026
|
)
|
|
—
|
|
|
—
|
|
|
(676,858
|
)
|
|
(700,000
|
)
|
|||||
Dividends declared ($0.540 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(214,640
|
)
|
|
(214,640
|
)
|
|||||
Balance at January 28, 2017
|
|
391,893
|
|
|
$
|
3,919
|
|
|
$
|
1,215,715
|
|
|
$
|
(272,846
|
)
|
|
$91
|
|
$
|
1,801,138
|
|
|
$
|
2,748,017
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|||
($000)
|
January 28, 2017
|
|
|
January 30, 2016
|
|
|
January 31, 2015
|
|
|||
Cash Flows From Operating Activities
|
|
|
|
|
|
||||||
Net earnings
|
$
|
1,117,654
|
|
|
$
|
1,020,661
|
|
|
$
|
924,724
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
302,515
|
|
|
274,828
|
|
|
232,959
|
|
|||
Stock-based compensation
|
74,554
|
|
|
70,937
|
|
|
53,001
|
|
|||
Deferred income taxes
|
(8,703
|
)
|
|
56,358
|
|
|
25,086
|
|
|||
Tax benefit from equity issuance
|
23,331
|
|
|
42,382
|
|
|
29,759
|
|
|||
Excess tax benefit from stock-based compensation
|
(23,331
|
)
|
|
(42,302
|
)
|
|
(29,415
|
)
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Merchandise inventory
|
(93,782
|
)
|
|
(46,429
|
)
|
|
(115,520
|
)
|
|||
Other current assets
|
(928
|
)
|
|
(13,496
|
)
|
|
(16,410
|
)
|
|||
Accounts payable
|
83,085
|
|
|
(41,464
|
)
|
|
204,158
|
|
|||
Other current liabilities
|
76,676
|
|
|
7,796
|
|
|
69,568
|
|
|||
Other long-term, net
|
7,780
|
|
|
(3,019
|
)
|
|
(5,045
|
)
|
|||
Net cash provided by operating activities
|
1,558,851
|
|
|
1,326,252
|
|
|
1,372,865
|
|
|||
|
|
|
|
|
|
||||||
Cash Flows From Investing Activities
|
|
|
|
|
|
||||||
Additions to property and equipment
|
(297,880
|
)
|
|
(366,960
|
)
|
|
(646,691
|
)
|
|||
Decrease (increase) in restricted cash and investments
|
3,388
|
|
|
4,065
|
|
|
(4,329
|
)
|
|||
Purchases of investments
|
—
|
|
|
(718
|
)
|
|
—
|
|
|||
Proceeds from investments
|
1,729
|
|
|
1,104
|
|
|
12,021
|
|
|||
Net cash used in investing activities
|
(292,763
|
)
|
|
(362,509
|
)
|
|
(638,999
|
)
|
|||
|
|
|
|
|
|
||||||
Cash Flows From Financing Activities
|
|
|
|
|
|
||||||
Excess tax benefit from stock-based compensation
|
23,331
|
|
|
42,302
|
|
|
29,415
|
|
|||
Net proceeds from issuance of long-term debt
|
—
|
|
|
—
|
|
|
245,676
|
|
|||
Issuance of common stock related to stock plans
|
18,539
|
|
|
20,186
|
|
|
21,978
|
|
|||
Treasury stock purchased
|
(43,321
|
)
|
|
(68,925
|
)
|
|
(39,041
|
)
|
|||
Repurchase of common stock
|
(700,000
|
)
|
|
(700,000
|
)
|
|
(550,000
|
)
|
|||
Dividends paid
|
(214,640
|
)
|
|
(192,312
|
)
|
|
(168,454
|
)
|
|||
Net cash used in financing activities
|
(916,091
|
)
|
|
(898,749
|
)
|
|
(460,426
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase in cash and cash equivalents
|
349,997
|
|
|
64,994
|
|
|
273,440
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents:
|
|
|
|
|
|
||||||
Beginning of year
|
761,602
|
|
|
696,608
|
|
|
423,168
|
|
|||
End of year
|
$
|
1,111,599
|
|
|
$
|
761,602
|
|
|
$
|
696,608
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Disclosures
|
|
|
|
|
|
||||||
Interest paid
|
$
|
18,105
|
|
|
$
|
18,035
|
|
|
$
|
9,668
|
|
Income taxes paid
|
$
|
628,441
|
|
|
$
|
523,597
|
|
|
$
|
510,145
|
|
|
|
|
|
|
|
||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
Restricted Assets ($000)
|
|
2016
|
|
|
2015
|
|
||
Prepaid expenses and other
|
|
$
|
13,642
|
|
|
$
|
15,770
|
|
Other long-term assets
|
|
54,567
|
|
|
55,913
|
|
||
Total
|
|
$
|
68,209
|
|
|
$
|
71,683
|
|
($000)
|
|
2016
|
|
|
2015
|
|
||
Deferred compensation (Note B)
|
|
$
|
100,423
|
|
|
$
|
86,073
|
|
Restricted cash and investments
|
|
54,567
|
|
|
55,913
|
|
||
Other
|
|
11,976
|
|
|
10,701
|
|
||
Total
|
|
$
|
166,966
|
|
|
$
|
152,687
|
|
($000)
|
|
2016
|
|
|
2015
|
|
||
Workers’ compensation
|
|
$
|
94,920
|
|
|
$
|
93,452
|
|
General liability
|
|
39,679
|
|
|
39,895
|
|
||
Medical plans
|
|
4,899
|
|
|
4,155
|
|
||
Total
|
|
$
|
139,498
|
|
|
$
|
137,502
|
|
($000)
|
|
2016
|
|
|
2015
|
|
||
Income taxes
|
|
$
|
97,502
|
|
|
$
|
94,194
|
|
Deferred compensation (Note G)
|
|
100,423
|
|
|
86,073
|
|
||
Deferred rent
|
|
67,941
|
|
|
63,241
|
|
||
Tenant improvement allowances
|
|
20,554
|
|
|
20,300
|
|
||
Other
|
|
4,530
|
|
|
4,360
|
|
||
Total
|
|
$
|
290,950
|
|
|
$
|
268,168
|
|
($000)
|
|
Beginning Balance
|
|
|
Additions
|
|
|
Returns
|
|
|
Ending Balance
|
|
||||
Year ended:
|
|
|
|
|
|
|
|
|
||||||||
January 28, 2017
|
|
$
|
7,955
|
|
|
$
|
761,350
|
|
|
$
|
(760,899
|
)
|
|
$
|
8,406
|
|
January 30, 2016
|
|
$
|
8,594
|
|
|
$
|
737,727
|
|
|
$
|
(738,366
|
)
|
|
$
|
7,955
|
|
January 31, 2015
|
|
$
|
7,431
|
|
|
$
|
717,040
|
|
|
$
|
(715,877
|
)
|
|
$
|
8,594
|
|
Shares in (000s)
|
|
Basic EPS
|
|
|
Effect of dilutive
common stock equivalents
|
|
|
Diluted EPS
|
|
|||
2016
|
|
|
|
|
|
|
||||||
Shares
|
|
392,124
|
|
|
2,834
|
|
|
394,958
|
|
|||
Amount
|
|
$
|
2.85
|
|
|
$
|
(0.02
|
)
|
|
$
|
2.83
|
|
2015
|
|
|
|
|
|
|
||||||
Shares
|
|
403,034
|
|
|
3,371
|
|
|
406,405
|
|
|||
Amount
|
|
$
|
2.53
|
|
|
$
|
(0.02
|
)
|
|
$
|
2.51
|
|
2014
|
|
|
|
|
|
|
||||||
Shares
|
|
413,553
|
|
|
4,524
|
|
|
418,077
|
|
|||
Amount
|
|
$
|
2.24
|
|
|
$
|
(0.03
|
)
|
|
$
|
2.21
|
|
($000)
|
|
2016
|
|
|
2015
|
|
||
Cash and cash equivalents
(Level 1)
|
|
$
|
1,111,599
|
|
|
$
|
761,602
|
|
|
|
|
|
|
||||
Investments (
Level 2)
|
|
$
|
1,288
|
|
|
$
|
3,068
|
|
|
|
|
|
|
||||
Restricted cash and cash equivalents
(Level 1)
|
|
$
|
64,581
|
|
|
$
|
67,947
|
|
|
|
|
|
|
||||
Restricted investments
|
|
|
|
|
||||
Level 1
|
|
$
|
—
|
|
|
$
|
3,736
|
|
Level 2
|
|
$
|
3,628
|
|
|
$
|
—
|
|
($000)
|
2016
|
|
|
2015
|
|
||
Level 1
|
$
|
84,933
|
|
|
$
|
73,633
|
|
Level 2
|
15,490
|
|
|
12,440
|
|
||
Total
|
$
|
100,423
|
|
|
$
|
86,073
|
|
($000)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Restricted stock
|
$
|
38,234
|
|
|
$
|
37,204
|
|
|
$
|
34,729
|
|
Performance awards
|
33,379
|
|
|
31,056
|
|
|
16,003
|
|
|||
ESPP
|
2,941
|
|
|
2,677
|
|
|
2,269
|
|
|||
Total
|
$
|
74,554
|
|
|
$
|
70,937
|
|
|
$
|
53,001
|
|
Statements of Earnings Classification ($000)
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Cost of goods sold
|
$
|
34,077
|
|
|
$
|
32,922
|
|
|
$
|
27,088
|
|
Selling, general and administrative
|
40,477
|
|
|
38,015
|
|
|
25,913
|
|
|||
Total
|
$
|
74,554
|
|
|
$
|
70,937
|
|
|
$
|
53,001
|
|
($000)
|
|
2016
|
|
|
2015
|
|
||
6.38% Series A Senior Notes due 2018
|
|
$
|
84,939
|
|
|
$
|
84,906
|
|
6.53% Series B Senior Notes due 2021
|
|
64,902
|
|
|
64,882
|
|
||
3.375% Senior Notes due 2024
|
|
246,652
|
|
|
246,237
|
|
||
Total
|
|
$
|
396,493
|
|
|
$
|
396,025
|
|
($000)
|
|
|
|
||
2017
|
|
|
$
|
—
|
|
2018
|
|
|
$
|
85,000
|
|
2019
|
|
|
$
|
—
|
|
2020
|
|
|
$
|
—
|
|
2021
|
|
|
$
|
65,000
|
|
Thereafter
|
|
|
$
|
250,000
|
|
($000)
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Interest expense on long-term debt
|
|
$
|
18,573
|
|
|
$
|
18,568
|
|
|
$
|
12,990
|
|
Other interest expense
|
|
1,022
|
|
|
1,252
|
|
|
1,230
|
|
|||
Capitalized interest
|
|
(26
|
)
|
|
(6,530
|
)
|
|
(10,825
|
)
|
|||
Interest income
|
|
(3,081
|
)
|
|
(678
|
)
|
|
(411
|
)
|
|||
Interest expense, net
|
|
$
|
16,488
|
|
|
$
|
12,612
|
|
|
$
|
2,984
|
|
($000)
|
|
Total operating leases
|
|
|
2017
|
|
$
|
490,936
|
|
2018
|
|
507,976
|
|
|
2019
|
|
429,178
|
|
|
2020
|
|
349,362
|
|
|
2021
|
|
268,224
|
|
|
Thereafter
|
|
1,450,539
|
|
|
Total minimum lease payments
|
|
$
|
3,496,215
|
|
($000)
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
632,872
|
|
|
$
|
497,710
|
|
|
$
|
499,009
|
|
State
|
|
44,333
|
|
|
37,030
|
|
|
36,547
|
|
|||
|
|
677,205
|
|
|
534,740
|
|
|
535,556
|
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
(8,350
|
)
|
|
55,404
|
|
|
23,452
|
|
|||
State
|
|
(353
|
)
|
|
954
|
|
|
1,634
|
|
|||
|
|
(8,703
|
)
|
|
56,358
|
|
|
25,086
|
|
|||
Total
|
|
$
|
668,502
|
|
|
$
|
591,098
|
|
|
$
|
560,642
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Federal income taxes at the statutory rate
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
State income taxes (net of federal benefit) and other, net
|
|
2
|
%
|
|
2
|
%
|
|
3
|
%
|
Total
|
|
37
|
%
|
|
37
|
%
|
|
38
|
%
|
($000)
|
|
2016
|
|
|
2015
|
|
||
Deferred Tax Assets
|
|
|
|
|
||||
Accrued liabilities
|
|
$
|
71,796
|
|
|
$
|
69,144
|
|
Deferred compensation
|
|
36,101
|
|
|
29,932
|
|
||
Stock-based compensation
|
|
44,865
|
|
|
41,388
|
|
||
Deferred rent
|
|
25,221
|
|
|
23,903
|
|
||
State taxes and credits
|
|
28,484
|
|
|
21,973
|
|
||
Employee benefits
|
|
23,987
|
|
|
22,156
|
|
||
Other
|
|
8,223
|
|
|
6,835
|
|
||
Gross Deferred Tax Assets
|
|
238,677
|
|
|
215,331
|
|
||
Less: Valuation allowance
|
|
(3,730
|
)
|
|
—
|
|
||
Deferred Tax Assets
|
|
234,947
|
|
|
215,331
|
|
||
|
|
|
|
|
||||
Deferred Tax Liabilities
|
|
|
|
|
||||
Depreciation
|
|
(313,526
|
)
|
|
(304,191
|
)
|
||
Merchandise inventory
|
|
(28,853
|
)
|
|
(28,085
|
)
|
||
Supplies
|
|
(13,418
|
)
|
|
(12,559
|
)
|
||
Other
|
|
(535
|
)
|
|
(584
|
)
|
||
Deferred Tax Liabilities
|
|
(356,332
|
)
|
|
(345,419
|
)
|
||
Net Deferred Tax Liabilities
|
|
$
|
(121,385
|
)
|
|
$
|
(130,088
|
)
|
($000)
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Unrecognized tax benefits - beginning of year
|
|
$
|
75,372
|
|
|
$
|
78,116
|
|
|
$
|
80,323
|
|
Gross increases:
|
|
|
|
|
|
|
||||||
Tax positions in current period
|
|
12,394
|
|
|
14,990
|
|
|
15,441
|
|
|||
Tax positions in prior period
|
|
2,897
|
|
|
—
|
|
|
—
|
|
|||
Gross decreases:
|
|
|
|
|
|
|
||||||
Tax positions in prior periods
|
|
(3,231
|
)
|
|
(10,589
|
)
|
|
(9,432
|
)
|
|||
Lapse of statute limitations
|
|
(6,310
|
)
|
|
(4,216
|
)
|
|
(5,732
|
)
|
|||
Settlements
|
|
—
|
|
|
(2,929
|
)
|
|
(2,484
|
)
|
|||
Unrecognized tax benefits - end of year
|
|
$
|
81,122
|
|
|
$
|
75,372
|
|
|
$
|
78,116
|
|
Fiscal Year
|
|
Shares repurchased (in millions)
|
|
|
Average repurchase price
|
|
Repurchased
(in millions)
|
2016
|
|
11.6
|
|
|
$60.15
|
|
$700
|
2015
|
|
13.7
|
|
|
$51.27
|
|
$700
|
2014
|
|
14.8
|
|
|
$37.15
|
|
$550
|
|
|
Number of shares
|
|
|
Weighted
average
exercise price
|
|
|
Weighted average remaining contractual term
|
|
Aggregate
intrinsic value ($000)
|
Outstanding at January 30, 2016
|
|
310,066
|
|
|
$7.34
|
|
|
|
|
|
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
Exercised
|
|
(261,502
|
)
|
|
7.18
|
|
|
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
|
|
|
Outstanding at January 28, 2017, all vested
|
|
48,564
|
|
|
$8.19
|
|
0.32
|
|
$2,775
|
|
|
Number of
shares (000)
|
|
|
Weighted
average
grant date
fair value
|
|
Unvested at January 30, 2016
|
|
6,104
|
|
|
$34.87
|
|
Awarded
|
|
1,537
|
|
|
57.08
|
|
Released
|
|
(1,916
|
)
|
|
27.82
|
|
Forfeited
|
|
(162
|
)
|
|
38.14
|
|
Unvested at January 28, 2017
|
|
5,563
|
|
|
$43.19
|
|
|
Quarter Ended
|
|
||||||||||||||
($000, except per share data)
|
|
April 30, 2016
|
|
|
July 30, 2016
|
|
|
October 29, 2016
|
|
|
January 28, 2017
|
|
|||||
Sales
|
|
$
|
3,088,995
|
|
|
$
|
3,180,917
|
|
|
$
|
3,086,687
|
|
|
$
|
3,510,158
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
2,176,205
|
|
|
2,251,845
|
|
|
2,206,092
|
|
|
2,539,563
|
|
|
||||
Selling, general and administrative
|
|
436,924
|
|
|
469,511
|
|
|
490,171
|
|
|
493,802
|
|
|
||||
Interest expense, net
|
|
4,364
|
|
|
4,213
|
|
|
4,156
|
|
|
3,755
|
|
|
||||
Total costs and expenses
|
|
2,617,493
|
|
|
2,725,569
|
|
|
2,700,419
|
|
|
3,037,120
|
|
|
||||
Earnings before taxes
|
|
471,502
|
|
|
455,348
|
|
|
386,268
|
|
|
473,038
|
|
|
||||
Provision for taxes on earnings
|
|
180,868
|
|
|
173,442
|
|
|
141,722
|
|
|
172,470
|
|
|
||||
Net earnings
|
|
$
|
290,634
|
|
|
$
|
281,906
|
|
|
$
|
244,546
|
|
|
$
|
300,568
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share – basic
1
|
|
$
|
0.73
|
|
|
$
|
0.72
|
|
|
$
|
0.63
|
|
|
$
|
0.77
|
|
|
Earnings per share – diluted
1
|
|
$
|
0.73
|
|
|
$
|
0.71
|
|
|
$
|
0.62
|
|
|
$
|
0.77
|
|
|
Cash dividends declared per share
|
|
|
|
|
|
|
|
|
|
||||||||
on common stock
|
|
$
|
0.1350
|
|
|
$
|
0.1350
|
|
|
$
|
0.1350
|
|
|
$
|
0.1350
|
|
|
Stock price
|
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
59.30
|
|
|
$
|
61.98
|
|
|
$
|
65.06
|
|
|
$
|
69.53
|
|
|
Low
|
|
$
|
52.56
|
|
|
$
|
52.34
|
|
|
$
|
60.68
|
|
|
$
|
61.28
|
|
|
|
|
Quarter Ended
|
|
||||||||||||||
($000, except per share data)
|
|
May 2, 2015
|
|
|
August 1, 2015
|
|
|
October 31, 2015
|
|
|
January 30, 2016
|
|
|
||||
Sales
|
|
$
|
2,938,148
|
|
|
$
|
2,968,270
|
|
|
$
|
2,782,855
|
|
|
$
|
3,250,726
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
|
2,067,455
|
|
|
2,119,480
|
|
|
2,003,347
|
|
|
2,386,591
|
|
|
||||
Selling, general and administrative
|
|
409,298
|
|
|
435,226
|
|
|
443,354
|
|
|
450,877
|
|
|
||||
Interest expense, net
|
|
2,003
|
|
|
1,652
|
|
|
4,427
|
|
|
4,530
|
|
|
||||
Total costs and expenses
|
|
2,478,756
|
|
|
2,556,358
|
|
|
2,451,128
|
|
|
2,841,998
|
|
|
||||
Earnings before taxes
|
|
459,392
|
|
|
411,912
|
|
|
331,727
|
|
|
408,728
|
|
|
||||
Provision for taxes on earnings
|
|
177,187
|
|
|
153,273
|
|
|
116,071
|
|
|
144,567
|
|
|
||||
Net earnings
|
|
$
|
282,205
|
|
|
$
|
258,639
|
|
|
$
|
215,656
|
|
|
$
|
264,161
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share – basic
1,2
|
|
$
|
0.69
|
|
|
$
|
0.64
|
|
|
$
|
0.54
|
|
|
$
|
0.66
|
|
|
Earnings per share – diluted
1,2
|
|
$
|
0.69
|
|
|
$
|
0.63
|
|
|
$
|
0.53
|
|
|
$
|
0.66
|
|
|
Cash dividends declared per share
|
|
|
|
|
|
|
|
|
|
||||||||
on common stock
2
|
|
$
|
0.1175
|
|
|
$
|
0.1175
|
|
|
$
|
0.1175
|
|
|
$
|
0.1175
|
|
|
Stock price
2
|
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
53.73
|
|
|
$
|
53.28
|
|
|
$
|
56.53
|
|
|
$
|
56.26
|
|
|
Low
|
|
$
|
45.93
|
|
|
$
|
47.79
|
|
|
$
|
47.22
|
|
|
$
|
44.81
|
|
|
Shares in (000s)
|
|
(a)
Number of securities
to be issued upon
exercise of
outstanding options and rights
|
|
|
(b)
Weighted average
exercise price per
share of outstanding options and rights
|
|
|
(c)
Number of securities
remaining available for
future issuance
(excluding securities reflected in column (a))
1
|
|
|
Equity compensation plans
|
|
|
|
|
|
|
|
|||
approved by security holders
|
|
49
|
|
2
|
$8.19
|
|
17,737
|
|
3
|
|
Equity compensation plans not
|
|
|
|
|
|
|
|
|||
approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
49
|
|
|
$8.19
|
|
17,737
|
|
|
1.
|
List of Consolidated Financial Statements.
|
|
|
ROSS STORES, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By:
|
/s/Barbara Rentler
|
Date:
|
March 28, 2017
|
|
Barbara Rentler
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
/s/Barbara Rentler
|
|
Chief Executive Officer, Director
|
|
March 28, 2017
|
Barbara Rentler
|
|
|
|
|
|
|
|
|
|
/s/Michael J. Hartshorn
|
|
Group Senior Vice President, Chief Financial Officer,
|
|
March 28, 2017
|
Michael J. Hartshorn
|
|
and Principal Accounting Officer
|
|
|
|
|
|
|
|
/s/Michael Balmuth
|
|
Executive Chairman of the Board, Director
|
|
March 28, 2017
|
Michael Balmuth
|
|
|
|
|
|
|
|
|
|
/s/K. Gunnar Bjorklund
|
|
Director
|
|
March 28, 2017
|
K. Gunnar Bjorklund
|
|
|
|
|
|
||||
/s/Michael J. Bush
|
|
Director
|
|
March 28, 2017
|
Michael J. Bush
|
|
|
|
|
|
||||
/s/Norman A. Ferber
|
|
Chairman Emeritus of the Board, Director
|
|
March 28, 2017
|
Norman A. Ferber
|
|
|
|
|
|
||||
/s/Sharon D. Garrett
|
|
Director
|
|
March 28, 2017
|
Sharon D. Garrett
|
|
|
|
|
|
||||
/s/Stephen D. Milligan
|
|
Director
|
|
March 28, 2017
|
Stephen D. Milligan
|
|
|
|
|
|
||||
/s/G. Orban
|
|
Director
|
|
March 28, 2017
|
George P. Orban
|
|
|
|
|
|
||||
/s/Michael O'Sullivan
|
|
President and Chief Operating Officer, Director
|
|
March 28, 2017
|
Michael O'Sullivan
|
|
|
|
|
|
|
|
|
|
/s/Larry S. Peiros
|
|
Director
|
|
March 28, 2017
|
Lawrence S. Peiros
|
|
|
|
|
|
||||
/s/G. L. Quesnel
|
|
Director
|
|
March 28, 2017
|
Gregory L. Quesnel
|
|
|
|
|
10.7
|
|
Second Amended and Restated Ross Stores, Inc. Incentive Compensation Plan (as amended effective May 18, 2016), incorporated by reference Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. on July 30, 2016.
|
10.8
|
|
Second Amendment to the Ross Stores, Inc. 2004 Equity Incentive Plan effective March 22, 2007, incorporated by reference to Exhibit 10.7 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 5, 2007.
|
10.9
|
|
Form of Stock Option Agreement for Non-Employee Directors for options granted pursuant to Ross Stores, Inc. 2004 Equity Incentive Plan, incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 30, 2005.
|
10.10
|
|
Ross Stores, Inc. 2008 Equity Incentive Plan (as amended through May 21, 2014), incorporated by reference to Exhibit 10.18 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 30, 2016.
|
10.11
|
|
Form of Nonemployee Director Equity Notice of Grant of Restricted Stock Units and Restricted Stock Units Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to Exhibit 99.3 to the Form 8-K filed by Ross Stores, Inc. on May 23, 2008.
|
10.12
|
|
Form of Restricted Stock Agreement, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2009.
|
10.13
|
|
Form of Restricted Stock Agreement, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 3, 2014.
|
10.14
|
|
Form of Restricted Stock Agreement for Nonemployee Director, incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2009.
|
10.15
|
|
Form of Notice of Grant of Performance Shares and Performance Share Agreement under the Ross Stores, Inc. 2008 Equity Incentive Plan, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 30, 2011.
|
10.16
|
|
Form of Performance Shares Grant Agreement, incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 3, 2014.
|
10.17
|
|
Form of Indemnity Agreement between Ross Stores, Inc. for Directors and Executive Officers, incorporated by reference to Exhibit 10.26 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended February 2, 2013.
|
10.18
|
|
Form of Executive Employment Agreement, incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 3, 2014.
|
10.19
|
|
Forms of Executive Employment Agreement for Executive Officers, incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2015.
|
10.20
|
|
Forms of Amendment to Executive Employment Agreement for Executive Officers, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2015.
|
10.21
|
|
Forms of Executive Employment Agreement for Executive Officers, incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 30, 2016.
|
10.22
|
|
Amended and Restated Independent Contractor Consultancy Agreement effective January 6, 2010 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.47 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 30, 2010.
|
10.23
|
|
Amended Independent Contractor Consultancy Agreement effective January 30, 2012 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.52 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 28, 2012.
|
10.24
|
|
Amendment to Independent Contractor Consultancy Agreement effective February 17, 2015 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.3 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2015.
|
10.25
|
|
Amended and Restated Retirement Benefit Package Agreement effective January 6, 2010 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.48 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 1, 2010.
|
10.26
|
|
Amended Retirement Benefits Package Agreement effective January 30, 2012 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.53 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 28, 2012.
|
10.27
|
|
Amendment to Retirement Benefit Package Agreement effective February 17, 2015 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.4 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2015.
|
10.28
|
|
Third Amendment to Retirement Benefit Package Agreement effective January 1, 2016 between Norman A. Ferber and Ross Stores, Inc., incorporated by reference to Exhibit 10.39 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 30, 2016.
|
10.29
|
|
Employment Agreement effective June 1, 2012 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended October 27, 2012.
|
10.30
|
|
First Amendment to Employment Agreement between Michael Balmuth and Ross Stores, Inc. dated March 15, 2015, incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 1, 2015.
|
10.31
|
|
Second Amendment to Employment Agreement effective January 1, 2016 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.49 to the Form 10-K filed by Ross Stores, Inc. for its fiscal year ended January 30, 2016.
|
10.32
|
|
Third Amendment to the Employment Agreement effective May 18, 2016 between Michael Balmuth and Ross Stores, Inc., incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended July 30, 2016.
|
10.33
|
|
Executive Employment Agreement effective June 1, 2014 between Barbara Rentler and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 2, 2014.
|
10.34
|
|
Amendment to Executive Employment Agreement effective March 16, 2015 between Barbara Rentler and Ross Stores, Inc., incorporated by reference to Exhibit 10.5 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2015.
|
10.35
|
|
Executive Employment Agreement effective June 1, 2014 between Michael O'Sullivan and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended August 2, 2014.
|
10.36
|
|
Amendment to Executive Employment Agreement effective March 16, 2015 between Michael O'Sullivan and Ross Stores, Inc., incorporated by reference to Exhibit 10.6 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2015.
|
10.37
|
|
Executive Employment Agreement effective March 16, 2015 between Michael Hartshorn and Ross Stores, Inc., incorporated by reference to Exhibit 10.7 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended May 2, 2015.
|
10.38
|
|
Executive Employment Agreement effective December 7, 2015 between Brian Morrow and Ross Stores, Inc., incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by Ross Stores, Inc. for its quarter ended April 30, 2016.
|
21
|
|
Subsidiaries.
|
23
|
|
Consent of Independent Registered Public Accounting Firm.
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Act Section 302(a).
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Act Section 302(a).
|
32.1
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
|
32.2
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
ARTICLE I STOCKHOLDERS
|
1
|
|
|
|
|
|
|
Section 1.
|
Annual Meeting
|
1
|
|
Section 2.
|
Special Meetings
|
1
|
|
Section 3.
|
Notice of Meetings
|
4
|
|
Section 4.
|
Quorum
|
5
|
|
Section 5.
|
Conduct of the Stockholders’ Meeting
|
5
|
|
Section 6.
|
Conduct of Business
|
5
|
|
Section 7.
|
Notice of Stockholder Business
|
6
|
|
Section 8.
|
Disclosure Requirements
|
8
|
|
Section 9.
|
Proxy Access - Inclusion of Director Candidates in Proxy Materials
|
11
|
|
Section 10.
|
Proxies and Voting
|
22
|
|
Section 11.
|
Stock List
|
23
|
|
|
|
|
|
|
|
|
|
ARTICLE II BOARD OF DIRECTORS
|
24
|
|
|
|
|
|
|
Section 1.
|
Number and Term of Office
|
24
|
|
Section 2.
|
Vacancies and Newly Created Directorships
|
24
|
|
Section 3.
|
Removal
|
24
|
|
Section 4.
|
Regular Meetings
|
25
|
|
Section 5.
|
Special Meetings
|
25
|
|
Section 6.
|
Quorum
|
25
|
|
Section 7.
|
Participation in Meetings by Conference Telephone
|
25
|
|
Section 8.
|
Conduct of Business
|
25
|
|
Section 9.
|
Powers
|
25
|
|
Section 10.
|
Compensation of Directors
|
26
|
|
Section 11.
|
Nomination of Director Candidates
|
26
|
|
Section 12.
|
Submission of Questionnaire, Representation and Agreement
|
28
|
|
Section 13.
|
Majority Approval Vote in Director Elections; Required Offer of Resignation
|
29
|
|
|
|
|
|
|
|
|
|
ARTICLE III COMMITTEES
|
30
|
|
|
|
|
|
|
Section 1.
|
Committees of the Board of Directors
|
30
|
|
Section 2.
|
Conduct of Business
|
30
|
|
|
|
|
|
|
|
|
|
ARTICLE IV OFFICERS
|
31
|
|
|
|
|
|
|
Section 1.
|
Generally
|
31
|
|
Section 2.
|
Chairman of the Board
|
31
|
|
Section 3.
|
Chief Executive Officer
|
31
|
|
Section 4.
|
Presidents
|
32
|
|
Section 5.
|
Chief Financial Officer
|
32
|
|
Section 6.
|
Secretary
|
32
|
|
Section 7.
|
Delegation of Authority
|
32
|
|
Section 8.
|
Removal, Resignation and Vacancies
|
32
|
|
Section 9.
|
Compensation
|
33
|
|
Section 10.
|
Subordinate Officers
|
33
|
|
Section 11.
|
Action With Respect to Securities of Other Corporations
|
33
|
|
|
|
|
|
|
|
|
|
ARTICLE V STOCK
|
33
|
|
|
|
|
|
|
Section 1.
|
Certificates of Stock
|
33
|
|
Section 2.
|
Transfers of Stock
|
33
|
|
Section 3.
|
Record Date
|
34
|
|
Section 4.
|
Lost, Stolen or Destroyed Certificates
|
35
|
|
Section 5.
|
Record Owners
|
35
|
|
Section 6.
|
Regulations
|
35
|
|
|
|
|
|
|
|
|
|
ARTICLE VI NOTICES
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35
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Section 1.
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Notices
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35
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Section 2.
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Waivers
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36
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ARTICLE VII MISCELLANEOUS
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36
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Section 1.
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Facsimile Signatures
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36
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Section 2.
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Corporate Seal
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36
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Section 3.
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Reliance Upon Books, Reports and Records
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36
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Section 4.
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Fiscal Year
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36
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Section 5.
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Time Periods
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36
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Section 6.
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Resignations
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36
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Section 7.
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Severability
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37
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ARTICLE VIII INDEMNIFICATION OF DIRECTORS AND OFFICERS
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37
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Section 1.
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Right to Indemnification
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37
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Section 2.
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Right of Claimant to Bring Suit
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38
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Section 3.
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Non-Exclusivity of Rights
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39
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Section 4.
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Indemnification Contracts
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39
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Section 5.
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Insurance
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39
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Section 6.
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Procedures for Indemnification
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39
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Section 7.
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Effect of Amendment
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40
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Section 8.
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Effect and Validity
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40
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Section 9.
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Definitions
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40
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ARTICLE IX AMENDMENTS
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42
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(a)
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“Change of Control” means:
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/s/J. Call
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John Call
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Corporate Secretary
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Subsidiary Name
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Domiciled
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Date of Incorporation
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Ross Procurement, Inc.
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Delaware
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November 22, 2004
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Ross Merchandising, Inc.
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Delaware
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January 12, 2004
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Ross Dress For Less, Inc.
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Virginia
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January 14, 2004
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Retail Assurance Group, Inc.
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Hawaii
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October 15, 1991
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1.
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I have reviewed this annual report on Form 10-K of Ross Stores, Inc.;
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2.
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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;
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3.
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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;
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4.
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The registrant's other certifying officer(s) 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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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The registrant's other certifying officer(s) 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):
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(a)
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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
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(b)
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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.
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Date:
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March 28, 2017
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/s/Barbara Rentler
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Barbara Rentler
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Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Ross Stores, Inc.;
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2.
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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;
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3.
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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;
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4.
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The registrant's other certifying officer(s) 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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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The registrant's other certifying officer(s) 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):
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(a)
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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
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(b)
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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.
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Date:
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March 28, 2017
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/s/Michael J. Hartshorn
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Michael J. Hartshorn
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Group Senior Vice President, Chief Financial Officer,
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and Principal Accounting Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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March 28, 2017
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/s/Barbara Rentler
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Barbara Rentler
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Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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March 28, 2017
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/s/Michael J. Hartshorn
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Michael J. Hartshorn
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Group Senior Vice President, Chief Financial Officer,
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and Principal Accounting Officer
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