ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________
to __________
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Commission file number:
0-14678
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Delaware
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94-1390387
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(State or other jurisdiction of incorporation or
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(I.R.S. Employer Identification No.)
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organization)
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5130 Hacienda Drive, Dublin, California
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94568-7579
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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(925) 965-4400
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Former name, former address and former fiscal year, if
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N/A
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changed since last report.
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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||||
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Item 1A.
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Item 2.
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Item 6.
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Three Months Ended
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Six Months Ended
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||||||||||||
($000, except stores and per share data, unaudited)
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August 4, 2018
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July 29, 2017
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August 4, 2018
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July 29, 2017
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||||
Sales
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$
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3,737,926
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$
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3,431,603
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$
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7,326,545
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$
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6,738,032
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||||||||
Costs and Expenses
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||||||||
Cost of goods sold
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2,666,983
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2,420,942
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5,189,202
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4,750,908
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||||
Selling, general and administrative
|
554,581
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498,276
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1,079,004
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973,095
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||||
Interest (income) expense, net
|
(1,393
|
)
|
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2,341
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(1,896
|
)
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5,510
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||||
Total costs and expenses
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3,220,171
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2,921,559
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6,266,310
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5,729,513
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Earnings before taxes
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517,755
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510,044
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1,060,235
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1,008,519
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||||
Provision for taxes on earnings
|
128,351
|
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|
193,505
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252,579
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|
370,962
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Net earnings
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$
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389,404
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$
|
316,539
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|
$
|
807,656
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$
|
637,557
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Earnings per share
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Basic
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$
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1.05
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$
|
0.83
|
|
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$
|
2.17
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|
$
|
1.66
|
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Diluted
|
$
|
1.04
|
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|
$
|
0.82
|
|
|
$
|
2.15
|
|
|
$
|
1.64
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|
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Weighted average shares outstanding (000)
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||||||||
Basic
|
371,031
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383,011
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372,414
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384,722
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||||
Diluted
|
373,717
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385,571
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375,336
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|
387,657
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Dividends
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Cash dividends declared per share
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$
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0.225
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$
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0.160
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$
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0.450
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$
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0.320
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Stores open at end of period
|
1,680
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1,589
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1,680
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1,589
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Three Months Ended
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Six Months Ended
|
||||||||||||
($000, unaudited)
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August 4, 2018
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July 29, 2017
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August 4, 2018
|
|
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July 29, 2017
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Net earnings
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$
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389,404
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$
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316,539
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$
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807,656
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$
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637,557
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|
|
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||||||||
Other comprehensive (loss) income:
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Change in unrealized loss on investments, net of tax
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(3
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)
|
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(16
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)
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(23
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)
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(32
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)
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Comprehensive income
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$
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389,401
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$
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316,523
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$
|
807,633
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$
|
637,525
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($000, except share data, unaudited)
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August 4, 2018
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February 3, 2018
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July 29, 2017
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Assets
|
|
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Current Assets
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|
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Cash and cash equivalents
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$
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1,386,935
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$
|
1,290,294
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|
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$
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1,150,932
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|
Short-term investments
|
—
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|
512
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—
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Accounts receivable
|
121,508
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|
87,868
|
|
|
103,359
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Merchandise inventory
|
1,698,390
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|
1,641,735
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1,608,333
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Prepaid expenses and other
|
172,822
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|
130,748
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141,793
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Total current assets
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3,379,655
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3,151,157
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3,004,417
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Property and Equipment
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Land and buildings
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1,117,895
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1,109,173
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1,106,845
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Fixtures and equipment
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2,660,388
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2,603,318
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2,483,550
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Leasehold improvements
|
1,117,648
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1,093,634
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1,029,457
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Construction-in-progress
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142,708
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102,054
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|
95,324
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|||
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5,038,639
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4,908,179
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|
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4,715,176
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Less accumulated depreciation and amortization
|
2,654,338
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2,525,715
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2,388,063
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Property and equipment, net
|
2,384,301
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2,382,464
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2,327,113
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Long-term investments
|
709
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|
712
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|
1,259
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Other long-term assets
|
199,091
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|
187,718
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|
|
181,690
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|
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Total assets
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$
|
5,963,756
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|
|
$
|
5,722,051
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|
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$
|
5,514,479
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|
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|
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|
||||||
Liabilities and Stockholders’ Equity
|
|
|
|
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|
||||||
Current Liabilities
|
|
|
|
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|
||||||
Accounts payable
|
$
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1,184,422
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|
$
|
1,059,844
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|
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$
|
1,172,847
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|
Accrued expenses and other
|
427,875
|
|
|
431,706
|
|
|
411,083
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Accrued payroll and benefits
|
280,861
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|
|
349,879
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|
|
245,031
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|
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Current portion of long-term debt
|
84,989
|
|
|
84,973
|
|
|
—
|
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Total current liabilities
|
1,978,147
|
|
|
1,926,402
|
|
|
1,828,961
|
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|||
|
|
|
|
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|
||||||
Long-term debt
|
312,217
|
|
|
311,994
|
|
|
396,729
|
|
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Other long-term liabilities
|
374,587
|
|
|
348,541
|
|
|
319,770
|
|
|||
Deferred income taxes
|
114,195
|
|
|
85,806
|
|
|
129,135
|
|
|||
|
|
|
|
|
|
||||||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|||
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|
||||||
Stockholders’ Equity
|
|
|
|
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|
||||||
Common stock, par value $.01 per share
Authorized 1,000,000,000 shares Issued and outstanding 373,868,000, 379,618,000 and 385,923,000 shares, respectively |
3,739
|
|
|
3,796
|
|
|
3,859
|
|
|||
Additional paid-in capital
|
1,333,329
|
|
|
1,292,364
|
|
|
1,253,724
|
|
|||
Treasury stock
|
(369,340
|
)
|
|
(318,279
|
)
|
|
(316,002
|
)
|
|||
Accumulated other comprehensive income
|
4
|
|
|
27
|
|
|
59
|
|
|||
Retained earnings
|
2,216,878
|
|
|
2,071,400
|
|
|
1,898,244
|
|
|||
Total stockholders’ equity
|
3,184,610
|
|
|
3,049,308
|
|
|
2,839,884
|
|
|||
Total liabilities and stockholders’ equity
|
$
|
5,963,756
|
|
|
$
|
5,722,051
|
|
|
$
|
5,514,479
|
|
|
Six Months Ended
|
||||||
($000, unaudited)
|
August 4, 2018
|
|
|
July 29, 2017
1
|
|||
Cash Flows From Operating Activities
|
|
|
|
||||
Net earnings
|
$
|
807,656
|
|
|
$
|
637,557
|
|
Adjustments to reconcile net earnings to net cash provided
by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
162,403
|
|
|
150,905
|
|
||
Stock-based compensation
|
47,580
|
|
|
42,719
|
|
||
Deferred income taxes
|
21,664
|
|
|
8,426
|
|
||
Change in assets and liabilities:
|
|
|
|
||||
Merchandise inventory
|
(56,654
|
)
|
|
(95,447
|
)
|
||
Other current assets
|
(75,762
|
)
|
|
(56,520
|
)
|
||
Accounts payable
|
122,008
|
|
|
154,828
|
|
||
Other current liabilities
|
(29,348
|
)
|
|
(59,104
|
)
|
||
Other long-term, net
|
14,637
|
|
|
14,595
|
|
||
Net cash provided by operating activities
|
1,014,184
|
|
|
797,959
|
|
||
|
|
|
|
||||
Cash Flows From Investing Activities
|
|
|
|
||||
Additions to property and equipment
|
(178,635
|
)
|
|
(169,316
|
)
|
||
Proceeds from investments
|
505
|
|
|
—
|
|
||
Net cash used in investing activities
|
(178,130
|
)
|
|
(169,316
|
)
|
||
|
|
|
|
||||
Cash Flows From Financing Activities
|
|
|
|
||||
Issuance of common stock related to stock plans
|
9,817
|
|
|
9,157
|
|
||
Treasury stock purchased
|
(51,061
|
)
|
|
(43,163
|
)
|
||
Repurchase of common stock
|
(528,580
|
)
|
|
(430,085
|
)
|
||
Dividends paid
|
(169,971
|
)
|
|
(124,962
|
)
|
||
Net cash used in financing activities
|
(739,795
|
)
|
|
(589,053
|
)
|
||
|
|
|
|
||||
Net increase in cash, cash equivalents, and restricted cash and cash equivalents
|
96,259
|
|
|
39,590
|
|
||
|
|
|
|
||||
Cash, cash equivalents, and restricted cash and cash equivalents:
|
|
|
|
||||
Beginning of period
1
|
1,353,272
|
|
|
1,176,180
|
|
||
End of period
|
$
|
1,449,531
|
|
|
$
|
1,215,770
|
|
|
|
|
|
||||
Supplemental Cash Flow Disclosures
|
|
|
|
||||
Interest paid
|
$
|
9,053
|
|
|
$
|
9,053
|
|
Income taxes paid
|
$
|
232,528
|
|
|
$
|
379,154
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
August 4, 2018
|
|
|
July 29, 2017
|
|
|
August 4, 2018
|
|
|
July 29, 2017
|
|
Ladies
|
28
|
%
|
|
29
|
%
|
|
28
|
%
|
|
29
|
%
|
Home Accents and Bed and Bath
|
24
|
%
|
|
24
|
%
|
|
24
|
%
|
|
24
|
%
|
Shoes
|
14
|
%
|
|
14
|
%
|
|
14
|
%
|
|
14
|
%
|
Men's
|
14
|
%
|
|
14
|
%
|
|
13
|
%
|
|
13
|
%
|
Accessories, Lingerie, Fine Jewelry, and Fragrances
|
12
|
%
|
|
12
|
%
|
|
13
|
%
|
|
12
|
%
|
Children's
|
8
|
%
|
|
7
|
%
|
|
8
|
%
|
|
8
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
($000)
|
August 4, 2018
|
|
|
February 3, 2018
|
|
|
July 29, 2017
|
|
|||
Cash and cash equivalents
|
$
|
1,386,935
|
|
|
$
|
1,290,294
|
|
|
$
|
1,150,932
|
|
Restricted cash and cash equivalents included in:
|
|
|
|
|
|
||||||
Prepaid expenses and other
|
8,961
|
|
|
9,412
|
|
|
12,990
|
|
|||
Other long-term assets
|
53,635
|
|
|
53,566
|
|
|
51,848
|
|
|||
Total restricted cash and cash equivalents
|
62,596
|
|
|
62,978
|
|
|
64,838
|
|
|||
Total cash, cash equivalents and restricted cash and equivalents
|
$
|
1,449,531
|
|
|
$
|
1,353,272
|
|
|
$
|
1,215,770
|
|
($000)
|
August 4, 2018
|
|
|
February 3, 2018
|
|
|
July 29, 2017
|
|
|||
Prepaid expenses and other
|
$
|
2,812
|
|
|
$
|
2,435
|
|
|
$
|
693
|
|
Other long-term assets
|
—
|
|
|
403
|
|
|
2,884
|
|
|||
Total restricted investments
|
$
|
2,812
|
|
|
$
|
2,838
|
|
|
$
|
3,577
|
|
($000)
|
|
August 4, 2018
|
|
|
February 3, 2018
|
|
|
July 29, 2017
|
|
|||
Cash and cash equivalents (
Level 1)
|
|
$
|
1,386,935
|
|
|
$
|
1,290,294
|
|
|
$
|
1,150,932
|
|
|
|
|
|
|
|
|
||||||
Restricted cash and cash equivalents
(Level 1)
|
|
$
|
62,596
|
|
|
$
|
62,978
|
|
|
$
|
64,838
|
|
|
|
|
|
|
|
|
||||||
Investments
(Level 2)
|
|
$
|
709
|
|
|
$
|
1,224
|
|
|
$
|
1,259
|
|
|
|
|
|
|
|
|
||||||
Restricted investments
(Level 2)
|
|
$
|
2,812
|
|
|
$
|
2,838
|
|
|
$
|
3,577
|
|
($000)
|
August 4, 2018
|
|
|
February 3, 2018
|
|
|
July 29, 2017
|
|
|||
Level 1
|
$
|
117,274
|
|
|
$
|
104,590
|
|
|
$
|
97,282
|
|
Level 2
|
11,836
|
|
|
16,023
|
|
|
17,429
|
|
|||
Total
|
$
|
129,110
|
|
|
$
|
120,613
|
|
|
$
|
114,711
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
||||||||||||
($000)
|
August 4, 2018
|
|
|
July 29, 2017
|
|
|
|
August 4, 2018
|
|
|
July 29, 2017
|
|
||||
Restricted stock
|
$
|
12,428
|
|
|
$
|
11,019
|
|
|
|
$
|
23,936
|
|
|
$
|
21,720
|
|
Performance awards
|
10,487
|
|
|
10,670
|
|
|
|
21,911
|
|
|
19,453
|
|
||||
Employee stock purchase plan
|
905
|
|
|
792
|
|
|
|
1,733
|
|
|
1,546
|
|
||||
Total
|
$
|
23,820
|
|
|
$
|
22,481
|
|
|
|
$
|
47,580
|
|
|
$
|
42,719
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
||||||||||||
Statements of Earnings Classification ($000)
|
August 4, 2018
|
|
|
July 29, 2017
|
|
|
|
August 4, 2018
|
|
|
July 29, 2017
|
|
||||
Cost of goods sold
|
$
|
11,011
|
|
|
$
|
10,316
|
|
|
|
$
|
22,047
|
|
|
$
|
20,111
|
|
Selling, general and administrative
|
12,809
|
|
|
12,165
|
|
|
|
25,533
|
|
|
22,608
|
|
||||
Total
|
$
|
23,820
|
|
|
$
|
22,481
|
|
|
|
$
|
47,580
|
|
|
$
|
42,719
|
|
(000, except per share data)
|
Number of
shares
|
|
|
Weighted
average
grant date
fair value
|
|
|
Unvested at February 3, 2018
|
5,483
|
|
|
$
|
51.19
|
|
Awarded
|
1,114
|
|
|
74.88
|
|
|
Released
|
(1,679
|
)
|
|
44.11
|
|
|
Forfeited
|
(56
|
)
|
|
59.21
|
|
|
Unvested at August 4, 2018
|
4,862
|
|
|
$
|
60.22
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
||||||||||||||||||||
Shares in (000s)
|
Basic EPS
|
|
|
Effect of
dilutive
common stock
equivalents
|
|
|
Diluted
EPS
|
|
|
|
Basic EPS
|
|
|
Effect of
dilutive
common
stock
equivalents
|
|
|
Diluted
EPS
|
|
||||||
August 4, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Shares
|
371,031
|
|
|
2,686
|
|
|
373,717
|
|
|
|
372,414
|
|
|
2,922
|
|
|
375,336
|
|
||||||
Amount
|
$
|
1.05
|
|
|
$
|
(0.01
|
)
|
|
$
|
1.04
|
|
|
|
$
|
2.17
|
|
|
$
|
(0.02
|
)
|
|
$
|
2.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
July 29, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Shares
|
383,011
|
|
|
2,560
|
|
|
385,571
|
|
|
|
384,722
|
|
|
2,935
|
|
|
387,657
|
|
||||||
Amount
|
$
|
0.83
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.82
|
|
|
|
$
|
1.66
|
|
|
$
|
(0.02
|
)
|
|
$
|
1.64
|
|
($000)
|
|
August 4, 2018
|
|
|
February 3, 2018
|
|
|
July 29, 2017
|
|
|||
6.38% Series A Senior Notes due 2018
|
|
$
|
84,989
|
|
|
$
|
84,973
|
|
|
$
|
84,956
|
|
6.53% Series B Senior Notes due 2021
|
|
64,933
|
|
|
64,922
|
|
|
64,912
|
|
|||
3.375% Senior Notes due 2024
|
|
247,284
|
|
|
247,072
|
|
|
246,861
|
|
|||
Total long-term debt
|
|
$
|
397,206
|
|
|
$
|
396,967
|
|
|
$
|
396,729
|
|
|
|
|
|
|
|
|
||||||
Less: current portion
|
|
84,989
|
|
|
84,973
|
|
|
—
|
|
|||
Total due beyond one year
|
|
$
|
312,217
|
|
|
$
|
311,994
|
|
|
$
|
396,729
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
||||||||||||
($000)
|
August 4, 2018
|
|
|
July 29, 2017
|
|
|
|
August 4, 2018
|
|
|
July 29, 2017
|
|
||||
Interest expense on long-term debt
|
$
|
4,646
|
|
|
$
|
4,644
|
|
|
|
$
|
9,291
|
|
|
$
|
9,288
|
|
Other interest expense
|
233
|
|
|
233
|
|
|
|
535
|
|
|
502
|
|
||||
Capitalized interest
|
(634
|
)
|
|
(120
|
)
|
|
|
(1,132
|
)
|
|
(182
|
)
|
||||
Interest income
|
(5,638
|
)
|
|
(2,416
|
)
|
|
|
(10,590
|
)
|
|
(4,098
|
)
|
||||
Interest (income) expense, net
|
$
|
(1,393
|
)
|
|
$
|
2,341
|
|
|
|
$
|
(1,896
|
)
|
|
$
|
5,510
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
||||||||||||
|
August 4, 2018
|
|
|
July 29, 2017
|
|
|
|
August 4, 2018
|
|
|
July 29, 2017
|
|
||||
Sales
|
|
|
|
|
|
|
|
|
||||||||
Sales (millions)
|
$
|
3,738
|
|
|
$
|
3,432
|
|
|
|
$
|
7,327
|
|
|
$
|
6,738
|
|
Sales growth
|
8.9
|
%
|
|
7.9
|
%
|
|
|
8.7
|
%
|
|
7.5
|
%
|
||||
Comparable store sales growth
|
5
|
%
|
|
4
|
%
|
|
|
4
|
%
|
|
4
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Costs and expenses (as a percent of sales)
|
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
71.3
|
%
|
|
70.5
|
%
|
|
|
70.8
|
%
|
|
70.5
|
%
|
||||
Selling, general and administrative
|
14.8
|
%
|
|
14.5
|
%
|
|
|
14.7
|
%
|
|
14.4
|
%
|
||||
Interest (income) expense, net
|
(0.0
|
%)
|
|
0.1
|
%
|
|
|
(0.0
|
%)
|
|
0.1
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings before taxes (as a percent of sales)
|
13.9
|
%
|
|
14.9
|
%
|
|
|
14.5
|
%
|
|
15.0
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net earnings (as a percent of sales)
|
10.4
|
%
|
|
9.2
|
%
|
|
|
11.0
|
%
|
|
9.5
|
%
|
|
Three Months Ended
|
|
|
Six Months Ended
|
||||||||
Store Count
|
August 4, 2018
|
|
|
July 29, 2017
|
|
|
|
August 4, 2018
|
|
|
July 29, 2017
|
|
Beginning of the period
|
1,651
|
|
|
1,561
|
|
|
|
1,622
|
|
|
1,533
|
|
Opened in the period
|
30
|
|
|
28
|
|
|
|
59
|
|
|
56
|
|
Closed in the period
|
(1
|
)
|
|
—
|
|
|
|
(1
|
)
|
|
—
|
|
End of the period
|
1,680
|
|
|
1,589
|
|
|
|
1,680
|
|
|
1,589
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
August 4, 2018
|
|
|
July 29, 2017
|
|
|
August 4, 2018
|
|
|
July 29, 2017
|
|
Ladies
|
28
|
%
|
|
29
|
%
|
|
28
|
%
|
|
29
|
%
|
Home Accents and Bed and Bath
|
24
|
%
|
|
24
|
%
|
|
24
|
%
|
|
24
|
%
|
Shoes
|
14
|
%
|
|
14
|
%
|
|
14
|
%
|
|
14
|
%
|
Men's
|
14
|
%
|
|
14
|
%
|
|
13
|
%
|
|
13
|
%
|
Accessories, Lingerie, Fine Jewelry, and Fragrances
|
12
|
%
|
|
12
|
%
|
|
13
|
%
|
|
12
|
%
|
Children's
|
8
|
%
|
|
7
|
%
|
|
8
|
%
|
|
8
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Three Months Ended
|
|
|
Six Months Ended
|
||||||||||||
($000)
|
August 4, 2018
|
|
|
July 29, 2017
|
|
|
|
August 4, 2018
|
|
|
July 29, 2017
|
|
||||
Interest expense on long-term debt
|
$
|
4,646
|
|
|
$
|
4,644
|
|
|
|
$
|
9,291
|
|
|
$
|
9,288
|
|
Other interest expense
|
233
|
|
|
233
|
|
|
|
535
|
|
|
502
|
|
||||
Capitalized interest
|
(634
|
)
|
|
(120
|
)
|
|
|
(1,132
|
)
|
|
(182
|
)
|
||||
Interest income
|
(5,638
|
)
|
|
(2,416
|
)
|
|
|
(10,590
|
)
|
|
(4,098
|
)
|
||||
Interest (income) expense, net
|
$
|
(1,393
|
)
|
|
$
|
2,341
|
|
|
|
$
|
(1,896
|
)
|
|
$
|
5,510
|
|
|
Six Months Ended
|
||||||
($000)
|
August 4, 2018
|
|
|
July 29, 2017
1
|
|
||
Cash provided by operating activities
|
$
|
1,014,184
|
|
|
$
|
797,959
|
|
Cash used in investing activities
|
(178,130
|
)
|
|
(169,316
|
)
|
||
Cash used in financing activities
|
(739,795
|
)
|
|
(589,053
|
)
|
||
Net increase in cash, cash equivalents, and restricted cash and cash equivalents
|
$
|
96,259
|
|
|
$
|
39,590
|
|
($000)
|
Less than
one year
|
|
|
1 - 3
years
|
|
|
3 - 5
years
|
|
|
After 5
years
|
|
|
Total¹
|
|
|||||
|
|
|
|
||||||||||||||||
Senior notes
|
$
|
85,000
|
|
|
$
|
—
|
|
|
$
|
65,000
|
|
|
$
|
250,000
|
|
|
$
|
400,000
|
|
Interest payment obligations
|
15,394
|
|
|
25,364
|
|
|
18,997
|
|
|
12,656
|
|
|
72,411
|
|
|||||
Operating leases (rent obligations)
|
534,232
|
|
|
1,007,807
|
|
|
687,806
|
|
|
608,905
|
|
|
2,838,750
|
|
|||||
New York buying office ground lease
²
|
6,418
|
|
|
12,835
|
|
|
13,477
|
|
|
935,883
|
|
|
968,613
|
|
|||||
Purchase obligations
|
2,699,772
|
|
|
50,356
|
|
|
10,686
|
|
|
4,211
|
|
|
2,765,025
|
|
|||||
Total contractual obligations
|
$
|
3,340,816
|
|
|
$
|
1,096,362
|
|
|
$
|
795,966
|
|
|
$
|
1,811,655
|
|
|
$
|
7,044,799
|
|
•
|
Competitive pressures in the apparel and home-related merchandise retailing industry, which are high.
|
•
|
Unexpected changes in the level of consumer spending on or preferences for apparel and home-related merchandise, which could adversely affect us.
|
•
|
Unseasonable weather that may affect shopping patterns and consumer demand for seasonal apparel and other merchandise.
|
•
|
Impacts from the macro-economic environment, financial and credit markets, and geopolitical conditions that affect consumer confidence and consumer disposable income.
|
•
|
Our need to effectively manage our inventories, markdowns, and inventory shortage in order to achieve our planned gross margins.
|
•
|
Our dependence on the market availability, quantity, and quality of attractive brand name merchandise at desirable discounts, and on the ability of our buyers to purchase merchandise to enable us to offer customers a wide assortment of merchandise at competitive prices.
|
•
|
Information or data security breaches, including cyber-attacks on our transaction processing and computer information systems, which could result in theft or unauthorized disclosure of customer, credit card, employee, or other private and valuable information that we handle in the ordinary course of our business.
|
•
|
Disruptions in our supply chain or in our information systems that could impact our ability to process sales and to deliver product to our stores in a timely and cost-effective manner.
|
•
|
Our need to obtain acceptable new store sites with favorable consumer demographics to achieve our planned growth.
|
•
|
Our need to expand in existing markets and enter new geographic markets in order to achieve growth.
|
•
|
Consumer problems or legal issues involving the quality, safety, or authenticity of products we sell, which could harm our reputation, result in lost sales, and/or increase our costs.
|
•
|
An adverse outcome in various legal, regulatory, or tax matters that could increase our costs.
|
•
|
Damage to our corporate reputation or brands that could adversely affect our sales and operating results.
|
•
|
Our need to continually attract, train, and retain associates with the retail talent necessary to execute our off-price retail strategies.
|
•
|
Our need to effectively advertise and market our business.
|
•
|
Risks associated with selling and importing merchandise produced in other countries.
|
•
|
Changes in U.S. tax or tariff policy regarding apparel and home-related merchandise produced in other countries, which could adversely affect our business.
|
•
|
Possible volatility in our revenues and earnings.
|
•
|
A natural or man-made disaster in California or in another region where we have a concentration of stores, offices, or a distribution center that could harm our business.
|
•
|
Our need to maintain sufficient liquidity to support our continuing operations, our new store and distribution center growth plans, and our stock repurchase program and quarterly dividends.
|
|
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)
2
|
Period
|
|
|
|
||||||
May
|
|
|
|
|
|
|
|
||
(5/06/2018 - 6/02/2018)
|
887,527
|
|
|
$80.91
|
|
814,145
|
|
|
$753,683
|
June
|
|
|
|
|
|
|
|
||
(6/03/2018 - 7/07/2018)
|
1,332,744
|
|
|
$85.07
|
|
1,328,922
|
|
|
$640,631
|
July
|
|
|
|
|
|
|
|
||
(7/08/2018 - 8/04/2018)
|
1,088,474
|
|
|
$86.63
|
|
1,087,527
|
|
|
$546,420
|
Total
|
3,308,745
|
|
|
$84.47
|
|
3,230,594
|
|
|
$546,420
|
|
|
ROSS STORES, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
|
Date:
|
September 12, 2018
|
By:
|
/s/Michael J. Hartshorn
|
|
|
|
Michael J. Hartshorn
|
|
|
|
Executive Vice President,
Chief
Financial
Officer, and Principal Accounting Officer
|
1.
|
Paragraphs 1 and 2 of the Employment Agreement are hereby amended by replacing “May 31, 2019” with “May 31, 2020”.
|
2.
|
The first sentence in paragraph 4(a) of the Employment Agreement is hereby deleted and the following sentence is added in place thereof: “During his employment, the Company shall pay the Executive a base salary of not less than One Million One Hundred Sixty Thousand Dollars ($1,160,000) per annum through May 31, 2020.”
|
3.
|
Paragraph 4(i) of the Employment Agreement is hereby amended by replacing “(including claims administration support)” with “(including claims administration support provided by such individual or entity as mutually agreed to by the Company and the Executive)”.
|
4.
|
The fourth sentence of Paragraph 4(r) of the Employment Agreement is hereby amended to read as follows:
|
5.
|
Paragraph 4 of the Employment Agreement is hereby amended by adding new subsection (s) at the end thereof as follows:
|
6.
|
Paragraph 4 of the Employment Agreement is hereby amended by adding new subsection (t) at the end thereof as follows:
|
7.
|
Paragraph 4 of the Employment Agreement is hereby amended by adding new subsection (u) at the end thereof as follows:
|
ROSS STORES, INC.
|
|
EXECUTIVE
|
|
|
|
/s/George P. Orban
|
|
/s/
Michael Balmuth
|
George P. Orban
|
|
Michael Balmuth
|
Chairman of the Compensation Committee
|
|
|
|
|
|
Date: June 28, 2018
|
|
Date: June 20, 2018
|
1.
|
Section 2.1 of the Agreement is hereby amended by replacing the phrase “$1,616,000” with the phrase “$1,875,000”.
|
2.
|
Section 8.1 of the Agreement is hereby amended by replacing the phrase “May 31, 2019” with the phrase “May 31, 2020”.
|
3.
|
Except as so amended, the Agreement remains in full force and effect.
|
Company:
|
|
Contractor:
|
|
|
|
|
|
ROSS STORES, INC.
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NORMAN A. FERBER
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By:
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/s/George P. Orban
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/s/Norman A. Ferber
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George P. Orban
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Chairman, Compensation Committee
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1.
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I have reviewed this Quarterly Report on Form 10-Q 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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September 12, 2018
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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 Quarterly Report on Form 10-Q 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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September 12, 2018
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/s/Michael J. Hartshorn
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Michael J. Hartshorn
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Executive Vice President, Chief Financial Officer, 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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September 12, 2018
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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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September 12, 2018
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/s/Michael J. Hartshorn
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Michael J. Hartshorn
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Executive Vice President, Chief Financial Officer, and Principal Accounting Officer
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