Price Graph
Price
Yield
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New York
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11-2250488
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(State of incorporation)
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(IRS Employer Identification No.)
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650 Liberty Avenue, Union, New Jersey 07083
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(Address of principal executive offices) (Zip Code)
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Yes
x
No
o
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Yes
x
No
o
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Yes
o
No
x
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Class
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Outstanding at August 30, 2014
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Common Stock - $0.01 par value
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185,238,795
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PART I - FINANCIAL INFORMATION
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PART II - OTHER INFORMATION
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Certifications
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|||
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August 30,
2014
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March 1,
2014
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|||||||
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Assets
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||||||||
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Current assets:
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||||||||
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Cash and cash equivalents
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$ | 1,226,627 | $ | 366,516 | ||||
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Short term investment securities
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59,999 | 489,331 | ||||||
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Merchandise inventories
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2,758,726 | 2,578,956 | ||||||
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Other current assets
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434,416 | 379,807 | ||||||
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Total current assets
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4,479,768 | 3,814,610 | ||||||
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Long term investment securities
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92,383 | 87,393 | ||||||
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Property and equipment, net
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1,576,912 | 1,579,804 | ||||||
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Goodwill
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486,279 | 486,279 | ||||||
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Other assets
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398,918 | 387,947 | ||||||
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Total assets
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$ | 7,034,260 | $ | 6,356,033 | ||||
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Liabilities and Shareholders' Equity
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||||||||
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Current liabilities:
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||||||||
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Accounts payable
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$ | 1,258,568 | $ | 1,104,668 | ||||
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Accrued expenses and other current liabilities
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407,178 | 385,954 | ||||||
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Merchandise credit and gift card liabilities
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294,658 | 284,216 | ||||||
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Current income taxes payable
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46,494 | 60,298 | ||||||
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Total current liabilities
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2,006,898 | 1,835,136 | ||||||
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Deferred rent and other liabilities
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487,425 | 486,996 | ||||||
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Income taxes payable
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100,758 | 92,614 | ||||||
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Long term debt
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1,500,000 | - | ||||||
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Total liabilities
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4,095,081 | 2,414,746 | ||||||
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Shareholders' equity:
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||||||||
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Preferred stock - $0.01 par value; authorized - 1,000
shares; no shares issued or outstanding
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- | - | ||||||
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Common stock - $0.01 par value; authorized - 900,000 shares;
issued 335,904 and 334,941 shares, respectively;
outstanding 185,239 and 205,405 shares, respectively
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3,359 | 3,350 | ||||||
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Additional paid-in capital
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1,560,126 | 1,673,217 | ||||||
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Retained earnings
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9,006,907 | 8,595,902 | ||||||
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Treasury stock, at cost; 150,665 and 129,536 shares, respectively
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(7,620,595 | ) | (6,317,335 | ) | ||||
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Accumulated other comprehensive loss
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(10,618 | ) | (13,847 | ) | ||||
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Total shareholders' equity
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2,939,179 | 3,941,287 | ||||||
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Total liabilities and shareholders' equity
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$ | 7,034,260 | $ | 6,356,033 | ||||
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Three Months Ended
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Six Months Ended
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|||||||||||||||
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August 30,
2014
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August 31,
2013
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August 30,
2014
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August 31,
2013
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|||||||||||||
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Net sales
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$ | 2,944,905 | $ | 2,823,672 | $ | 5,601,603 | $ | 5,435,812 | ||||||||
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Cost of sales
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1,810,860 | 1,710,188 | 3,436,673 | 3,289,357 | ||||||||||||
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Gross profit
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1,134,045 | 1,113,484 | 2,164,930 | 2,146,455 | ||||||||||||
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Selling, general and administrative expenses
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765,304 | 723,718 | 1,495,488 | 1,433,588 | ||||||||||||
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Operating profit
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368,741 | 389,766 | 669,442 | 712,867 | ||||||||||||
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Interest expense, net
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9,528 | 1,675 | 11,622 | 1,900 | ||||||||||||
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Earnings before provision for income taxes
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359,213 | 388,091 | 657,820 | 710,967 | ||||||||||||
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Provision for income taxes
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135,260 | 138,787 | 246,815 | 259,173 | ||||||||||||
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Net earnings
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$ | 223,953 | $ | 249,304 | $ | 411,005 | $ | 451,794 | ||||||||
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Net earnings per share - Basic
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$ | 1.18 | $ | 1.18 | $ | 2.11 | $ | 2.11 | ||||||||
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Net earnings per share - Diluted
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$ | 1.17 | $ | 1.16 | $ | 2.09 | $ | 2.09 | ||||||||
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Weighted average shares outstanding - Basic
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189,625 | 212,134 | 194,622 | 213,792 | ||||||||||||
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Weighted average shares outstanding - Diluted
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191,496 | 214,697 | 196,796 | 216,516 | ||||||||||||
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Three Months Ended
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Six Months Ended
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|||||||||||||||
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August 30,
2014
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August 31,
2013
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August 30,
2014
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August 31,
2013
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|||||||||||||
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Net earnings
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$ | 223,953 | $ | 249,304 | $ | 411,005 | $ | 451,794 | ||||||||
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Other comprehensive income (loss):
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||||||||||||||||
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Change in temporary impairment of auction
rate securities, net of taxes
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(169 | ) | (666 | ) | (131 | ) | (888 | ) | ||||||||
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Pension adjustment, net of taxes
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376 | 196 | 448 | 363 | ||||||||||||
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Currency translation adjustment
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(559 | ) | (2,440 | ) | 2,912 | (4,073 | ) | |||||||||
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Other comprehensive income (loss)
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(352 | ) | (2,910 | ) | 3,229 | (4,598 | ) | |||||||||
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Comprehensive income
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$ | 223,601 | $ | 246,394 | $ | 414,234 | $ | 447,196 | ||||||||
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Six Months Ended
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||||||||
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August 30,
2014
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August 31,
2013
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|||||||
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Cash Flows from Operating Activities:
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||||||||
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Net earnings
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$ | 411,005 | $ | 451,794 | ||||
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Adjustments to reconcile net earnings to net cash
provided by operating activities:
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||||||||
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Depreciation and amortization
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117,795 | 105,160 | ||||||
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Stock-based compensation
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33,760 | 28,439 | ||||||
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Tax benefit from stock-based compensation
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6,460 | 12,036 | ||||||
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Deferred income taxes
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(26,113 | ) | (13,722 | ) | ||||
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Other
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(756 | ) | (666 | ) | ||||
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Increase in assets, net of effect of acquisitions:
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||||||||
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Merchandise inventories
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(179,770 | ) | (125,033 | ) | ||||
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Trading investment securities
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(5,209 | ) | (5,696 | ) | ||||
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Other current assets
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(28,918 | ) | (46,977 | ) | ||||
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Other assets
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(2,179 | ) | (3,624 | ) | ||||
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Increase (decrease) in liabilities, net of effect of acquisitions:
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||||||||
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Accounts payable
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195,651 | 135,589 | ||||||
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Accrued expenses and other current liabilities
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24,136 | (1,886 | ) | |||||
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Merchandise credit and gift card liabilities
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10,442 | 12,800 | ||||||
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Income taxes payable
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(5,660 | ) | (57,031 | ) | ||||
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Deferred rent and other liabilities
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3,846 | 4,412 | ||||||
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Net cash provided by operating activities
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554,490 | 495,595 | ||||||
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Cash Flows from Investing Activities:
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||||||||
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Purchase of held-to-maturity investment securities
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(84,367 | ) | (652,342 | ) | ||||
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Redemption of held-to-maturity investment securities
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513,750 | 646,875 | ||||||
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Capital expenditures
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(156,136 | ) | (130,322 | ) | ||||
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Net cash provided by (used in) investing activities
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273,247 | (135,789 | ) | |||||
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Cash Flows from Financing Activities:
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||||||||
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Proceeds from exercise of stock options
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9,704 | 36,230 | ||||||
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Proceeds from issuance of senior unsecured notes
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1,500,000 | - | ||||||
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Payment of deferred financing costs
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(10,157 | ) | - | |||||
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Prepayment under share repurchase agreement
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(165,000 | ) | - | |||||
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Excess tax benefit from stock-based compensation
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1,087 | 3,590 | ||||||
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Repurchase of common stock, including fees
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(1,303,260 | ) | (581,261 | ) | ||||
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Net cash provided by (used in) financing activities
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32,374 | (541,441 | ) | |||||
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Net increase (decrease) in cash and cash equivalents
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860,111 | (181,635 | ) | |||||
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Cash and cash equivalents:
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||||||||
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Beginning of period
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366,516 | 564,971 | ||||||
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End of period
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$ | 1,226,627 | $ | 383,336 | ||||
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(in millions)
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August 30,
2014
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March 1,
2014
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||||||
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Available-for-sale securities:
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||||||||
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Long term
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$ | 47.5 | $ | 47.7 | ||||
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Trading securities:
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||||||||
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Long term
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44.9 | 39.7 | ||||||
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Held-to-maturity securities:
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Short term
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60.0 | 489.3 | ||||||
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Total investment securities
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$ | 152.4 | $ | 576.7 | ||||
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Six Months Ended
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||||||||
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Black-Scholes Valuation Assumptions (1)
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August 30,
2014
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August 31,
2013
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||||||
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Weighted Average Expected Life (in years) (2)
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6.6 | 6.6 | ||||||
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Weighted Average Expected Volatility (3)
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28.31 | % | 29.27 | % | ||||
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Weighted Average Risk Free Interest Rates (4)
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2.11 | % | 1.11 | % | ||||
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Expected Dividend Yield
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- | - | ||||||
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(Shares in thousands)
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Number of
Stock Options
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Weighted Average
Exercise Price
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||||||
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Options outstanding, beginning of period
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4,192 | $ | 46.85 | |||||
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Granted
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523 | 62.34 | ||||||
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Exercised
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(252 | ) | 38.56 | |||||
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Forfeited or expired
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- | - | ||||||
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Options outstanding, end of period
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4,463 | $ | 49.13 | |||||
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Options exercisable, end of period
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2,771 | $ | 41.96 | |||||
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(Shares in thousands)
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Number of
Restricted
Shares |
Weighted Average
Grant-Date
Fair Value
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||||||
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Unvested restricted stock, beginning of period
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3,943 | $ | 53.66 | |||||
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Granted
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786 | 62.11 | ||||||
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Vested
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(985 | ) | 44.78 | |||||
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Forfeited
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(75 | ) | 60.83 | |||||
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Unvested restricted stock, end of period
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3,669 | $ | 57.71 | |||||
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·
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For the three and six months ended August 30, 2014, the Company’s net sales were $2.945 billion and $5.602 billion, respectively, an increase of approximately 4.3% and 3.0%, respectively, as compared with the three and six months ended August 31, 2013.
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·
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Comparable sales for the three and six months ended August 30, 2014 increased by approximately 3.4% and 2.0%, respectively, as compared with increases of approximately 3.7% and 3.5%, respectively, for the three and six months ended August 31, 2013. Comparable sales consummated through customer facing online websites and mobile applications increased in excess of 50% over the corresponding three and six month periods last year, while comparable sales consummated in-store were relatively flat over the corresponding three and six month periods last year.
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·
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Gross profit for the three months ended August 30, 2014 was $1.134 billion, or 38.5% of net sales, compared with $1.113 billion, or 39.4% of net sales, for the three months ended August 31, 2013. Gross profit for the six months ended August 30, 2014 was $2.165 billion, or 38.6% of net sales, compared with $2.146 billion, or 39.5% of net sales, for the six months ended August 31, 2013.
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·
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Selling, general and administrative expenses (“SG&A”) for the three months ended August 30, 2014 were $765.3 million, or 26.0% of net sales, compared with $723.7 million, or 25.6% of net sales, for the three months ended August 31, 2013. SG&A for the six months ended August 30, 2014 were $1.495 billion, or 26.7% of net sales, compared with $1.434 billion, or 26.4% of net sales, for the six months ended August 31, 2013.
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·
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The effective tax rate for the three months ended August 30, 2014 was 37.7% compared with 35.8% for the three months ended August 31, 2013. The effective tax rate for the six months ended August 30, 2014 was 37.5% compared with 36.5% for the six months ended August 31, 2013. The tax rates included discrete tax items resulting in net benefits of approximately $0.8 million and $9.7 million, respectively, for the three months ended August 30, 2014 and August 31, 2013, and net benefits of approximately $2.6 million and $12.3 million, respectively, for the six months ended August 30, 2014 and August 31, 2013.
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·
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For the three months ended August 30, 2014, net earnings per diluted share were $1.17 ($224.0 million) as compared with net earnings per diluted share of $1.16 ($249.3 million) for the three months ended August 31, 2013. For the six months ended August 30, 2014, net earnings per diluted share were $2.09 ($411.0 million) as compared with net earnings per diluted share of $2.09 ($451.8 million) for the six months ended August 31, 2013. The increase in net earnings per diluted share for the three months ended August 30, 2014 is the result of the impact of the Company’s repurchases of its common stock, as well as the items described above.
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(a)
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Disclosure Controls and Procedures
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(b)
|
Changes in Internal Control
over Financial Reporting
|
|
Approximate Dollar
|
||||||||||||||||
|
Total Number of
|
Value of Shares
|
|||||||||||||||
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Shares Purchased as
|
that May Yet Be
|
|||||||||||||||
|
Part of Publicly
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Purchased Under
|
|||||||||||||||
|
Total Number of
|
Average Price
|
Announced Plans
|
the Plans or
|
|||||||||||||
|
Period
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Shares Purchased (1)
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Paid per Share (2)
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or Programs (1)
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Programs (1) (2)
|
||||||||||||
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June 1, 2014 - June 28, 2014
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1,174,500 | $ | 61.00 | 1,174,500 | $ | 789,827,290 | ||||||||||
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June 29, 2014 - July 26, 2014 (3)
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15,769,400 | $ | 60.78 | 15,769,400 | $ | 1,831,303,255 | ||||||||||
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July 27, 2014 - August 30, 2014
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3,100 | $ | 61.62 | 3,100 | $ | 1,831,112,234 | ||||||||||
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Total
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16,947,000 | $ | 60.80 | 16,947,000 | $ | 1,831,112,234 | ||||||||||
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(1) Between December 2004 and July 2014, the Company's Board of Directors authorized, through several share repurchase programs, the repurchase of $9.450 billion of its shares of common stock. The Company has authorization to make repurchases from time to time in the open market or through other parameters approved by the Board of Directors pursuant to existing rules and regulations. Shares purchased indicated in this table also include the withholding of a portion of restricted shares to cover taxes on vested restricted shares.
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(2) Excludes brokerage commissions paid by the Company.
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(3) In the second quarter of fiscal 2014, the Company paid $1.1 billion under an accelerated share repurchase agreement and received an initial delivery of approximately 15.4 million shares. The Average Price Paid per Share was calculated using the fair market value of the shares on the date the initial shares were delivered. See Note 7 to the unaudited Consolidated Financial Statements.
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Date: October 8, 2014
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By:
/s/ Susan E. Lattmann
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Susan E. Lattmann
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Chief Financial Officer and Treasurer
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(Principal Financial and Accounting Officer)
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Exhibit No.
|
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Exhibit
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|
4.1
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Indenture, dated as of July 17, 2014, relating to the 3.749% senior unsecured notes due 2024, the 4.915% senior unsecured notes due 2034 and the 5.165% senior unsecured notes due 2044, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the Commission on July 17, 2014).
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4.2
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First Supplemental Indenture, dated as of July 17, 2014, relating to the 3.749% senior unsecured notes due 2024, the 4.915% senior unsecured notes due 2034 and the 5.165% senior unsecured notes due 2044, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed with the Commission on July 17, 2014).
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4.3
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Form of 3.749% senior unsecured notes due 2024 (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed with the Commission on July 17, 2014).
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4.4
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Form of 4.915% senior unsecured notes due 2034 (incorporated by reference to Exhibit 4.4 to the Company’s Form 8-K filed with the Commission on July 17, 2014).
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4.5
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Form of 5.165% senior unsecured notes due 2044 (incorporated by reference to Exhibit 4.5 to the Company’s Form 8-K filed with the Commission on July 17, 2014).
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10.1
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Employment Agreement between the Company and Susan E. Lattmann (dated as of October 6, 2014).
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31.1
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Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32
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Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
Suppliers
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|