TGT-2013.11.02-10Q


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended November 2, 2013
 
Commission File Number 1-6049
 
 
TARGET CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota
 
41-0215170
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
1000 Nicollet Mall, Minneapolis, Minnesota
 
55403
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: 612/304-6073
Former name, former address and former fiscal year, if changed since last report: N/A
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes S No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).
 
Large accelerated filer  x  Accelerated filer  o  Non-accelerated filer  o  Smaller Reporting company  o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                 Yes o No x
 
Indicate the number of shares outstanding of each of registrant’s classes of common stock, as of the latest practicable date. Total shares of common stock, par value $0.0833, outstanding at November 22, 2013 were 632,087,699.





TARGET CORPORATION
 
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

Consolidated Statements of Operations
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
(millions, except per share data) (unaudited)
November 2,
2013

 
October 27,
2012

 
November 2,
2013

 
October 27,
2012

Sales
$
17,258

 
$
16,601

 
$
51,081

 
$
49,589

Credit card revenues
—

 
328

 
—

 
986

Total revenues
17,258

 
16,929

 
51,081

 
50,575

Cost of sales
12,133

 
11,569

 
35,441

 
34,406

Selling, general and administrative expenses
3,853

 
3,704

 
11,140

 
10,686

Credit card expenses
—

 
106

 
—

 
333

Depreciation and amortization
569

 
542

 
1,648

 
1,603

Gain on receivables transaction
—

 
(156
)
 
(391
)
 
(156
)
Earnings before interest expense and income taxes
703

 
1,164

 
3,243

 
3,703

Net interest expense
165

 
192

 
965

 
558

Earnings before income taxes
538

 
972

 
2,278

 
3,145

Provision for income taxes
197

 
335

 
827

 
1,107

Net earnings
$
341

 
$
637

 
$
1,451

 
$
2,038

Basic earnings per share
$
0.54

 
$
0.97

 
$
2.28

 
$
3.09

Diluted earnings per share
$
0.54

 
$
0.96

 
$
2.26

 
$
3.06

Weighted average common shares outstanding
 
 
 
 
 
 
 
Basic
631.3

 
654.8

 
636.0

 
659.3

Dilutive impact of share-based awards(a)
6.1

 
7.4

 
7.0

 
6.5

Diluted
637.4

 
662.2

 
643.0

 
665.8

(a) Excludes 2.4 million and 2.3 million share-based awards for the three and nine months ended November 2, 2013, respectively, and 0.6 million and 6.0 million share-based awards for the three and nine months ended October 27, 2012, respectively, because their effects were antidilutive.
 
See accompanying Notes to Consolidated Financial Statements.

1



Consolidated Statements of Comprehensive Income
 
 
 
 
Three Months Ended
 
Nine Months Ended
(millions) (unaudited)
November 2,
2013

 
October 27,
2012

 
November 2,
2013

 
October 27,
2012

Net earnings
$
341

 
$
637

 
$
1,451

 
$
2,038

Other comprehensive income/(loss), net of tax
 

 
 

 
 

 
 

Pension and other benefit liabilities, net of taxes of $8, $9, $42 and $28
12

 
15

 
64

 
43

Currency translation adjustment and cash flow hedges, net of taxes of $0, $7, $7 and $7
(12
)
 
11

 
(141
)
 
12

Other comprehensive income/(loss)
—

 
26

 
(77
)
 
55

Comprehensive income
$
341

 
$
663

 
$
1,374

 
$
2,093

 
See accompanying Notes to Consolidated Financial Statements.

2



Consolidated Statements of Financial Position
 

 
 

 
 

(millions)
November 2,
2013

 
February 2,
2013

 
October 27,
2012

Assets
(unaudited)

 
 

 
(unaudited)

Cash and cash equivalents, including short-term investments of $3, $130 and $800
$
706

 
$
784

 
$
1,469

Inventory
10,376

 
7,903

 
9,533

Other current assets
2,071

 
1,860

 
1,846

Credit card receivables, held for sale
—

 
5,841

 
5,647

Total current assets
13,153

 
16,388

 
18,495

Property and equipment
 

 
 

 
 

Land
6,241

 
6,206

 
6,188

Buildings and improvements
30,257

 
28,653

 
27,800

Fixtures and equipment
5,535

 
5,362

 
5,280

Computer hardware and software
2,644

 
2,567

 
2,418

Construction-in-progress
958

 
1,176

 
1,365

Accumulated depreciation
(13,909
)
 
(13,311
)
 
(12,982
)
Property and equipment, net
31,726

 
30,653

 
30,069

Other noncurrent assets
1,494

 
1,122

 
1,015

Total assets
$
46,373

 
$
48,163

 
$
49,579

Liabilities and shareholders’ investment
 

 
 

 
 

Accounts payable
$
8,806

 
$
7,056

 
$
8,050

Accrued and other current liabilities
3,623

 
3,981

 
3,631

Current portion of long-term debt and other borrowings
2,122

 
2,994

 
4,028

Total current liabilities
14,551

 
14,031

 
15,709

Long-term debt and other borrowings
12,665

 
14,654

 
14,526

Deferred income taxes
1,466

 
1,311

 
1,279

Other noncurrent liabilities
1,535

 
1,609

 
1,713

Total noncurrent liabilities
15,666

 
17,574

 
17,518

Shareholders’ investment
 

 
 

 
 

Common stock
53

 
54

 
55

Additional paid-in capital
4,403

 
3,925

 
3,854

Retained earnings
12,353

 
13,155

 
13,069

Accumulated other comprehensive loss
 

 
 

 
 

Pension and other benefit liabilities
(468
)
 
(532
)
 
(581
)
Currency translation adjustment and cash flow hedges
(185
)
 
(44
)
 
(45
)
Total shareholders’ investment
16,156

 
16,558

 
16,352

Total liabilities and shareholders’ investment
$
46,373

 
$
48,163

 
$
49,579

 
Common Stock Authorized 6,000,000,000 shares, $.0833 par value; 631,759,510, 645,294,423 and 654,465,209 shares issued and outstanding at November 2, 2013, February 2, 2013 and October 27, 2012, respectively.
 
Preferred Stock Authorized 5,000,000 shares, $.01 par value; no shares were issued or outstanding at November 2, 2013, February 2, 2013 or October 27, 2012.
 
See accompanying Notes to Consolidated Financial Statements.

3



Consolidated Statements of Cash Flows
 
 
 
 
Nine Months Ended
(millions) (unaudited)
November 2,
2013

 
October 27,
2012

Operating activities
 

 
 

Net earnings
$
1,451

 
$
2,038

Adjustments to reconcile net earnings to cash provided by operations
 

 
 

Depreciation and amortization
1,648

 
1,603

Share-based compensation expense
81

 
74

Deferred income taxes
—

 
73

Bad debt expense(a)
41

 
141

Gain on receivables transaction
(391
)
 
(156
)
Loss on debt extinguishment
445

 
—

Noncash losses/(gains) and other, net
3

 
(15
)
Changes in operating accounts:
 

 
 

Accounts receivable originated at Target
157

 
97

Proceeds on sale of accounts receivable originated at Target
2,703

 
—

Inventory
(2,461
)
 
(1,615
)
Other current assets
(210
)
 
(98
)
Other noncurrent assets
32

 
—

Accounts payable
1,744

 
1,193

Accrued and other current liabilities
(463
)
 
(109
)
Other noncurrent liabilities
(27
)
 
122

Cash provided by operations
4,753

 
3,348

Investing activities
 

 
 

Expenditures for property and equipment
(2,839
)
 
(2,338
)
Proceeds from disposal of property and equipment
73

 
35

Change in accounts receivable originated at third parties
121

 
192

Proceeds from sale of accounts receivable originated at third parties
3,002

 
—

Cash paid for acquisitions, net of cash assumed
(157
)
 
—

Other investments
111

 
86

Cash provided by/(required for) investing activities
311

 
(2,025
)
Financing activities
 

 
 

Change in commercial paper, net
107

 
—

Additions to long-term debt
—

 
1,971

Reductions of long-term debt
(3,453
)
 
(1,024
)
Dividends paid
(734
)
 
(635
)
Repurchase of stock
(1,461
)
 
(1,230
)
Stock option exercises and related tax benefit
395

 
279

Other
—

 
(16
)
Cash required for financing activities
(5,146
)
 
(655
)
Effect of exchange rate changes on cash and cash equivalents
4

 
7

Net (decrease)/increase in cash and cash equivalents
(78
)
 
675

Cash and cash equivalents at beginning of period
784

 
794

Cash and cash equivalents at end of period
$
706

 
$
1,469

 
(a) Includes net write-offs of credit card receivables prior to the sale of receivables on March 13, 2013, and bad debt expense on credit card receivables during the nine months ended October 27, 2012.
 
See accompanying Notes to Consolidated Financial Statements.

4



Consolidated Statements of Shareholders’ Investment
 
Common

 
Stock

 
Additional

 
 

 
Accumulated Other

 
 

 
Stock

 
Par

 
Paid-in

 
Retained

 
Comprehensive

 
 

(millions, except per share data)
Shares

 
Value

 
Capital

 
Earnings

 
Income/(Loss)

 
Total

January 28, 2012
669.3

 
$
56

 
$
3,487

 
$
12,959

 
$
(681
)
 
$
15,821

Net earnings
—

 
—

 
—

 
2,999

 
—

 
2,999

Other comprehensive income
—

 
—

 
—

 
—

 
105

 
105

Dividends declared
—

 
—

 
—

 
(903
)
 
—

 
(903
)
Repurchase of stock
(32.2
)
 
(3
)
 
—

 
(1,900
)
 
—

 
(1,903
)
Stock options and awards
8.2

 
1

 
438

 
—

 
—

 
439

February 2, 2013
645.3

 
$
54

 
$
3,925

 
$
13,155

 
$
(576
)
 
$
16,558

(unaudited)
 

 
 

 
 

 
 

 
 

 
 

Net earnings
—

 
—

 
—

 
1,451

 
—

 
1,451

Other comprehensive income
—

 
—

 
—

 
—

 
(77
)
 
(77
)
Dividends declared
—

 
—

 
—

 
(777
)
 
—

 
(777
)
Repurchase of stock
(21.9
)
 
(2
)
 
—

 
(1,476
)
 
—

 
(1,478
)
Stock options and awards
8.4

 
1

 
478

 
—

 
—

 
479

November 2, 2013
631.8

 
$
53

 
$
4,403

 
$
12,353

 
$
(653
)
 
$
16,156

 
Dividends declared per share were $1.22 and $1.02 for the nine months ended November 2, 2013 and October 27, 2012, respectively. For the fiscal year ended February 2, 2013, dividends declared per share were $1.38.
 
See accompanying Notes to Consolidated Financial Statements.

5



Notes to Consolidated Financial Statements (unaudited)
 
1. Accounting Policies
 
These financial statements should be read in conjunction with the financial statement disclosures in our 2012 Form 10-K.  The same accounting policies are followed in preparing quarterly and annual financial data.  All adjustments necessary for a fair presentation of quarterly operating results are reflected herein and are of a normal, recurring nature.
 
Due to the seasonal nature of our business, quarterly revenues, expenses, earnings and cash flows are not necessarily indicative of the results that may be expected for the full year.
 
2. Credit Card Receivables Transaction
 
On March 13, 2013, we sold our entire U.S. consumer credit card portfolio to TD Bank Group (TD) and recognized a gain of $391 million. Consideration received included cash of $5.7 billion, equal to the gross (par) value of the outstanding receivables at the time of closing, and a $225 million beneficial interest asset. This transaction was accounted for as a sale, and the receivables are no longer reported in our Consolidated Statements of Financial Position. The beneficial interest asset effectively represents a receivable for the present value of future profit-sharing we expect to receive on the receivables sold.  Concurrent with the sale of the portfolio, we repaid the nonrecourse debt collateralized by credit card receivables (2006/2007 Series Variable Funding Certificate) at par of $1.5 billion, resulting in net cash proceeds of $4.2 billion.
 
TD now underwrites, funds and owns Target Credit Card and Target Visa consumer receivables in the U.S. TD controls risk management policies and oversees regulatory compliance, and we perform account servicing and primary marketing functions. We earn a substantial portion of the profits generated by the Target Credit Card and Target Visa portfolios. Income from the TD profit-sharing arrangement and our related account servicing expenses are classified within SG&A expenses in the U.S. Segment.
 
The U.S. Segment earned credit card revenues prior to the close of the transaction, and earned $184 million and $471 million, respectively, of profit-sharing income from TD during the three and nine months ended November 2, 2013.  On a consolidated basis, this profit-sharing income is offset by a $36 million and $82 million reduction in the beneficial interest asset, for a net $148 million and $389 million impact for the three and nine months ended November 2, 2013, respectively. These amounts are classified within SG&A expenses in the Consolidated Statements of Operations.
 
The $225 million beneficial interest asset recognized at the close of the transaction was reduced during the three and nine months ended November 2, 2013 by $28 million and $74 million, respectively, of profit-sharing payments related to sold receivables.  The beneficial interest asset was also reduced by an $8 million revaluation adjustment during the three and nine months ended November 2, 2013.   As of November 2, 2013, $143 million of a beneficial interest asset remains and is recorded within other current assets and other noncurrent assets in our Consolidated Statements of Financial Position.  Based on historical payment patterns, we estimate that the beneficial interest asset will be reduced over a four-year period following the close of the transaction, with larger reductions in the early years.


6



3. Fair Value Measurements
 
Fair value measurements are categorized into one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs available at the measurement date, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data).
 
Fair Value Measurements - Recurring Basis
 
Fair Value at
 
Fair Value at
 
Fair Value at
 
November 2, 2013
 
February 2, 2013
 
October 27, 2012
(millions)
Level 1

 
Level 2

 
Level 3

 
Level 1

 
Level 2

 
Level 3

 
Level 1

 
Level 2

 
Level 3

Assets
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Short-term investments
$
3

 
$
—

 
$
—

 
$
130

 
$
—

 
$
—

 
$
800

 
$
—

 
$
—

Other current assets
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Interest rate swaps(a)
—

 
2

 
—

 
—

 
4

 
—

 
—

 
11

 
—

Prepaid forward contracts
72

 
—

 
—

 
73

 
—

 
—

 
76

 
—

 
—

Beneficial interest asset(b)
—

 
—

 
76

 
—

 
—

 
—

 
—

 
—

 
—

Other noncurrent assets
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Interest rate swaps(a)
—

 
68

 
—

 
—

 
85

 
—

 
—

 
90

 
—

Company-owned life insurance investments(c)
—

 
302

 
—

 
—

 
269

 
—

 
—

 
258

 
—

Beneficial interest asset(b)
—

 
—

 
67

 
—

 
—

 
—

 
—

 
—

 
—

Total
$
75

 
$
372

 
$
143

 
$
203

 
$
358

 
$
—

 
$
876

 
$
359

 
$
—

Liabilities
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Other current liabilities
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Interest rate swaps(a)
$
—

 
$
—

 
$
—

 
$
—

 
$
2

 
$
—

 
$
—

 
$
4

 
$
—

Other noncurrent liabilities
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Interest rate swaps(a)
—

 
43

 
—

 
—

 
54

 
—

 
—

 
59

 
—

Total
$
—

 
$
43

 
$
—

 
$
—

 
$
56

 
$
—

 
$
—

 
$
63

 
$
—

 
(a)  See Note 5 for additional information on interest rate swaps.
(b)  A rollforward of the Level 3 beneficial interest asset is included in Note 2.
(c) Company-owned life insurance investments consist of equity index funds and fixed income assets. Amounts are presented net of nonrecourse loans that are secured by some of these policies. These loan amounts totaled $794 million at November 2, 2013, $817 million at February 2, 2013 and $807 million at October 27, 2012.

7



Valuation Technique
Short-term investments - Carrying value approximates fair value because maturities are less than three months.
 
Prepaid forward contracts - Initially valued at transaction price. Subsequently valued by reference to the market price of Target common stock.
 
Interest rate swaps - Valuation models are calibrated to initial trade price. Subsequent valuations are based on observable inputs to the valuation model (e.g., interest rates and credit spreads).
 
Company-owned life insurance investments - Includes investments in separate accounts valued based on market rates credited by the insurer.
 
Beneficial interest asset - Valued using a cash-flow based economic-profit model, which includes inputs of the forecasted performance of the receivables portfolio and a market-based discount rate. Internal data is used to forecast expected payment patterns and write-offs, revenue, and operating expenses (credit EBIT yield) related to the credit card portfolio. Changes in macroeconomic conditions in the United States could affect the estimated fair value. A one percentage point change in the forecasted credit EBIT yield would impact our fair value estimate by approximately $23 million. A one percentage point change in the forecasted discount rate would impact our fair value estimate by approximately $5 million. As described in Note 2, this beneficial interest asset effectively represents a receivable for the present value of future profit-sharing we expect to receive on the receivables sold. As a result, a portion of the profit-sharing payments we receive from TD will reduce the beneficial interest asset. As the asset is reduced over time, changes in the forecasted credit EBIT yield and the forecasted discount rate will have a smaller impact on the estimated fair value.
 
The carrying amount and estimated fair value of debt, a significant financial instrument not measured at fair value in the Consolidated Statements of Financial Position, was $12,754 million and $14,155 million, respectively, at November 2, 2013, $15,618 million and $18,143 million, respectively, at February 2, 2013, and $16,647 million and $19,796 million, respectively at October 27, 2012.  The fair value of debt is generally measured using a discounted cash flow analysis based on current market interest rates for similar types of financial instruments and would be classified as Level 2.  The carrying amount and estimated fair value of debt excludes unamortized swap valuation adjustments and capital lease obligations.
 
The carrying amounts of accounts payable and certain accrued and other current liabilities approximate fair value due to their short-term nature.
 
4. Notes Payable and Long-Term Debt
 
We obtain short-term financing from time to time under our commercial paper program, a form of notes payable.
 
Commercial Paper
Three Months Ended
 
Nine Months Ended
(dollars in millions)
November 2,
2013

 
October 27,
2012

 
November 2,
2013

 
October 27,
2012

Maximum daily amount outstanding during the period
$
1,173

 
$
—

 
$
1,465

 
$
620

Average daily amount outstanding during the period
528

 
—

 
439

 
134

Amount outstanding at period-end
1,077

 
—

 
1,077

 
—

Weighted average interest rate
0.13
%
 
n/a

 
0.14
%
 
0.16
%
 
Concurrent with the sale of our credit card receivables portfolio, we repaid $1.5 billion of nonrecourse debt collateralized by credit card receivables (the 2006/2007 Series Variable Funding Certificate). We also used $1.4 billion of proceeds from the transaction to repurchase at market value an additional $970 million of debt during the first quarter of 2013. We recognized a loss on this early retirement of $445 million, which was recorded in net interest expense in our Consolidated Statements of Operations. Refer to Note 2 for more information on our credit card receivables transaction.

5. Derivative Financial Instruments
 
We use interest rate swaps to mitigate interest-rate risk. As a result of our use of derivative instruments, we have counterparty credit risk with large global financial institutions. We monitor this concentration of counterparty credit risk on an ongoing basis. See Note 3 for a description of the fair value measurement of our derivative instruments and their classification on the Consolidated Statements of Financial Position.
 

8



As of November 2, 2013 and October 27, 2012, one swap was designated as a fair value hedge for accounting purposes, and no ineffectiveness was recognized during the three and nine months ended November 2, 2013 or October 27, 2012.
 
Periodic payments, valuation adjustments and amortization of gains or losses on our derivative contracts had the following effect on our Consolidated Statements of Operations:
 
Derivative Contracts - Effect on Results of Operations
(millions)
Three Months Ended
 
Nine Months Ended
Type of Contract
 
Classification of Income/(Expense)
November 2,
2013

 
October 27,
2012

 
November 2,
2013

 
October 27,
2012

Interest rate swaps
 
Net interest expense
$
6

 
$
12

 
$
21

 
$
32

 
The amount remaining on unamortized hedged debt valuation gains from terminated or de-designated interest rate swaps that will be amortized into earnings over the remaining lives of the underlying debt totaled $59 million, $75 million and $84 million, at November 2, 2013, February 2, 2013 and October 27, 2012, respectively.
 
6. Share Repurchase
 
Share Repurchases
Three Months Ended
 
Nine Months Ended
(millions, except per share data)
November 2,
2013

 
October 27,
2012

 
November 2,
2013

 
October 27,
2012

Total number of shares purchased
—

 
1.7

 
21.9

 
21.8

Average price paid per share
$
—

 
$
62.90

 
$
67.41

 
$
57.53

Total investment
$
—

 
$
104

 
$
1,474

 
$
1,255

 
Of the shares reacquired, a portion was delivered upon settlement of prepaid forward contracts as follows:
 
Settlement of Prepaid Forward Contracts(a)
Three Months Ended
 
Nine Months Ended
(millions)
November 2,
2013

 
October 27,
2012

 
November 2,
2013

 
October 27,
2012

Total number of shares purchased
—

 
0.1

 
0.2

 
0.5

Total cash investment
$
—

 
$
4

 
$
14

 
$
25

Aggregate market value(b)
$
—

 
$
5

 
$
17

 
$
29

 
(a) These contracts are among the investment vehicles used to reduce our economic exposure related to our nonqualified deferred compensation plans. The details of our positions in prepaid forward contracts are provided in Note 7.
(b)  At their respective settlement dates.
 
7. Pension, Postretirement Health Care and Other Benefits
 
Pension and Postretirement Health Care Benefits
 
We have qualified defined benefit pension plans, unfunded nonqualified pension plans and provide certain postretirement health care benefits to eligible team members.

9



Net Pension and Postretirement
Health Care Benefits Expense
Pension Benefits
 
Postretirement Health Care Benefits
 
Three Months Ended
 
Nine Months Ended
 
Three Months Ended
 
Nine Months Ended
(millions)
Nov 2,
2013

 
Oct 27,
2012

 
Nov 2,
2013

 
Oct 27,
2012

 
Nov 2,
2013

 
Oct 27,
2012

 
Nov 2,
2013

 
Oct 27,
2012

Service cost
$
29

 
$
30

 
$
88

 
$
90

 
$
2

 
$
3

 
$
5

 
$
7

Interest cost
35

 
35

 
104

 
105

 
—

 
1

 
1

 
2

Expected return on assets
(59
)
 
(55
)
 
(176
)
 
(165
)
 
—

 
—

 
—

 
—

Amortization of losses
26

 
26

 
76

 
78

 
1

 
—

 
4

 
2

Amortization of prior service cost
(3
)
 
—

 
(8
)
 
—

 
(4
)
 
(3
)
 
(12
)
 
(7
)
Total
$
28

 
$
36

 
$
84

 
$
108

 
$
(1
)
 
$
1

 
$
(2
)
 
$
4

 
Other Benefits
 
We offer unfunded nonqualified deferred compensation plans to certain team members. We mitigate some of our risk of these plans through investing in vehicles, including company-owned life insurance and prepaid forward contracts in our own common stock, that offset a substantial portion of our economic exposure to the returns of these plans. These investment vehicles are general corporate assets and are marked to market with the related gains and losses recognized in the Consolidated Statements of Operations in the period they occur.
 
The total change in fair value for contracts indexed to our own common stock recognized in earnings was a pretax loss of $7 million and pretax income of $3 million for the three months ended November 2, 2013 and October 27, 2012, respectively, and pretax income of $5 million and $18 million for the nine months ended November 2, 2013 and October 27, 2012, respectively. For the nine months ended November 2, 2013 and October 27, 2012, we invested $11 million and $19 million, respectively, in such investment instruments. This activity is included in the Consolidated Statements of Cash Flows within other investing activities. Adjusting our position in these investment vehicles may involve repurchasing shares of Target common stock when settling the forward contracts as described in Note 6. The settlement dates of these instruments are regularly renegotiated with the counterparty.
 
Prepaid Forward Contracts on Target Common Stock
Number of
Shares

 
Contractual
Price Paid
per Share

 
Fair Value

 
Total Cash
Investment

(millions, except per share data)
 
 
 
October 27, 2012
1.2

 
$
45.46

 
$
76

 
$
54

February 2, 2013
1.2

 
45.46

 
73

 
54

November 2, 2013
1.1

 
46.52

 
72

 
52

 

10



8. Accumulated Other Comprehensive Income
 
(millions)
Cash Flow
Hedges

 
Currency
Translation
Adjustment

 
Pension and
Other
Benefit

 
Total

February 2, 2013
$
(29
)
 
$
(15
)
 
$
(532
)
 
$
(576
)
Other comprehensive income before reclassifications
—

 
(30
)
 
28

 
(2
)
Amounts reclassified from AOCI
1

(a) 
—

 
12

(b) 
13

May 4, 2013
$
(28
)
 
$
(45
)
 
$
(492
)
 
$
(565
)
Other comprehensive income before reclassifications
—

 
(101
)
 
—

 
(101
)
Amounts reclassified from AOCI
1

(a) 
—

 
12

(b) 
13

August 3, 2013
$
(27
)
 
$
(146
)
 
$
(480
)
 
$
(653
)
Other comprehensive income before reclassifications
—

 
(13
)
 
—

 
(13
)
Amounts reclassified from AOCI
1

(a) 
—

 
12

(b) 
13

November 2, 2013
$
(26
)
 
$
(159
)
 
$
(468
)
 
$
(653
)
 
(a) Represents gains and losses on cash flow hedges, net of $1 million of taxes, which is recorded in net interest expense on the Consolidated Statements of Operations.
(b) Represents amortization of pension and other benefit liabilities, net of $8 million of taxes, which is recorded in SG&A expenses on the Consolidated Statements of Operations. See Note 7 for additional information.

9. Segment Reporting
 
We operate as two segments: U.S. and Canadian. Our segment measure of profit is used by management to evaluate the return on our investment and to make operating decisions.
 
Business Segment Results
Three Months Ended November 2, 2013
 
Three Months Ended October 27, 2012
(millions)
U.S.

 
Canadian

 
Total

 
U.S.

 
Canadian

 
Total

Sales
$
16,925

 
$
333

 
$
17,258

 
$
16,601

 
$
—

 
$
16,601

Cost of sales
11,849

 
284

 
12,133

 
11,569

 
—

 
11,569

Selling, general and administrative expenses(a)
3,595

 
221

 
3,817

 
3,409

 
72

 
3,482

Depreciation and amortization
504

 
66

 
569

 
519

 
24

 
542

Segment profit
$
977

 
$
(238
)
 
$
739

 
$
1,104

 
$
(96
)
 
$
1,008

Gain on receivables transaction(b)
 

 
 

 
—

 
 

 
 

 
156

Reduction of beneficial interest asset(a)
 

 
 

 
(36
)
 
 

 
 

 
—

Earnings before interest expense and income taxes
 

 
 

 
703

 
 

 
 

 
1,164

Net interest expense
 

 
 

 
165

 
 

 
 

 
192

Earnings before income taxes
 

 
 

 
$
538

 
 

 
 

 
$
972

 

11



Business Segment Results
Nine Months Ended November 2, 2013
 
Nine Months Ended October 27, 2012
(millions)
U.S.

 
Canadian

 
Total

 
U.S.

 
Canadian

 
Total

Sales
$
50,387

 
$
694

 
$
51,081

 
$
49,589

 
$
—

 
$
49,589

Cost of sales
34,916

 
525

 
35,441

 
34,406

 
—

 
34,406

Selling, general and administrative expenses(a)
10,437

 
621

 
11,058

 
9,879

 
154

 
10,033

Depreciation and amortization
1,488

 
160

 
1,648

 
1,537

 
67

 
1,603

Segment profit
3,546

 
(612
)
 
2,934

 
3,767

 
(221
)
 
3,547

Gain on receivables transaction(b)
 

 
 

 
391

 
 

 
 

 
156

Reduction of beneficial interest asset(a)
 

 
 

 
(82
)
 
 

 
 

 
—

Earnings before interest expense and income taxes
 

 
 

 
3,243

 
 

 
 

 
3,703

Net interest expense
 

 
 

 
965

 
 

 
 

 
558

Earnings before income taxes
 

 
 

 
$
2,278

 
 

 
 

 
$
3,145

Note: The sum of the segment amounts may not equal the total amounts due to rounding.
Note: Through fiscal 2012, we operated as three business segments: U.S. Retail, U.S. Credit Card and Canadian. Following the sale of our credit card receivables portfolio described in Note 2, we operate as two segments: U.S. and Canadian. Prior period segment results have been revised to reflect the combination of our historical U.S. Retail Segment and U.S. Credit Card Segment into one U.S. Segment.
(a) Our U.S. Segment includes all TD profit-sharing amounts in segment EBIT; however, under GAAP, some amounts received from TD reduce the beneficial interest asset and are not recorded in consolidated earnings.  Segment SG&A expenses plus these amounts equal consolidated SG&A expenses.
(b) Refer to Note 2 for more information on our credit card receivables transaction.
Total Assets by Segment
 (millions)
November 2,
2013

 
February 2,
2013

 
October 27,
2012

U.S.
$
39,747

 
$
43,289

 
$
45,453

Canadian
6,483

 
4,722

 
3,970

Total segment assets
46,230

 
48,011

 
49,423

Unallocated assets(a)
143

 
152

 
156

Total assets
$
46,373

 
$
48,163

 
$
49,579

Note: Prior period segment results have been revised to reflect the combination of our historical U.S. Retail Segment and U.S. Credit Card Segment into one U.S. Segment.
(a) Represents the beneficial interest asset for the period ended November 2, 2013. For the periods ended February 2, 2013, and October 27, 2012, represents the net adjustment to eliminate our allowance for doubtful accounts and record our credit card receivables at lower of cost (par) or fair value.


12



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Executive Summary
 
The third quarter 2013 includes the following notable items:
•
GAAP earnings per share were $0.54, including higher-than-expected dilution of $0.29 related to the Canadian Segment.
•
Adjusted earnings per share were $0.84 on a comparable sales increase of 0.9 percent.
•
We opened 32 stores in the quarter - 23 in Canada and 9 in the U.S.

Sales were $17,258 million for the three months ended November 2, 2013, an increase of $657 million or 4.0 percent from the same period in the prior year. Cash flow provided by operations was $4,753 million and $3,348 million for the nine months ended November 2, 2013 and October 27, 2012, respectively.  On March 13, 2013, we sold our entire U.S. consumer credit card portfolio to TD Bank Group (TD) and recognized a gain of $391 million. This transaction is described in Note 2 to the financial statements included in this Form 10-Q. In connection with the sale of our U.S. credit card receivables, we received cash of $5.7 billion. Of this amount, $2.7 billion is included in cash flow provided by operations and $3.0 billion is included in cash flow provided by investing activities.
 
Earnings Per Share
Three Months Ended
 
 

 
Nine Months Ended
 
 

 
November 2,
2013

 
October 27,
2012

 
Change

 
November 2,
2013

 
October 27,
2012

 
Change

GAAP diluted earnings per share
$
0.54

 
$
0.96

 
(44.3
)%
 
$
2.26

 
$
3.06

 
(26.3
)%
Adjustments(a)
0.30

 
(0.06
)
 
 

 
0.82

 
0.06

 
 

Adjusted diluted earnings per share
$
0.84

 
$
0.90

 
(6.0
)%
 
$
3.08

 
$
3.12

 
(1.3
)%
Note: A reconciliation of non-GAAP financial measures to GAAP measures is provided on page 19.
(a) Adjustments represent the diluted EPS impact of our 2013 Canadian market entry, adjustments related to the sale of our U.S. credit card receivables portfolio, favorable resolution of various income tax matters and the loss on early retirement of debt.
 
Analysis of Results of Operations
 
U.S. Segment
 
U.S. Segment Results
Three Months Ended
 
 

 
Nine Months Ended
 
 

(dollars in millions)
November 2,
2013

 
October 27,
2012

 
Percent
Change

 
November 2,
2013

 
October 27,
2012

 
Percent
Change

Sales
$
16,925

 
$
16,601

 
2.0
 %
 
$
50,387

 
$
49,589

 
1.6
 %
Cost of sales
11,849

 
11,569

 
2.4

 
34,916

 
34,406

 
1.5

Gross margin
5,076

 
5,032

 
0.9

 
15,471

 
15,183

 
1.9

SG&A expenses(a)
3,595

 
3,409

 
5.4

 
10,437

 
9,879

 
5.6

EBITDA
1,481

 
1,623

 
(8.8
)
 
5,034

 
5,304

 
(5.1
)
Depreciation and amortization
504

 
519

 
(3.1
)
 
1,488

 
1,537

 
(3.2
)
EBIT
$
977

 
$
1,104

 
(11.4
)%
 
$
3,546

 
$
3,767

 
(5.9
)%
Note: Prior period segment results have been revised to reflect the combination of our historical U.S. Retail Segment and U.S. Credit Card Segment into one U.S. Segment. Quarterly and full-year historical information for the three most recently completed years reflecting the results for the U.S. Segment and Canadian Segment are attached as Exhibit (99) to our current report on Form 8-K filed April 16, 2013.
Note: See Note 9 to our consolidated financial statements for a reconciliation of our segment results to earnings before income taxes.
(a) SG&A includes credit card revenues and expenses for all periods presented prior to the March 2013 sale of our U.S. consumer credit card portfolio to TD Bank. For the three and nine months ended November 2, 2013, SG&A also includes $184 million and $471 million, respectively, of profit-sharing income from the arrangement with TD.

13



U.S. Segment Rate Analysis
 
Three Months Ended October 27, 2012
 
2013 U.S. Segment Change vs. 2012
 
Three Months Ended November 2, 2013

 
U.S. Segment,
as revised

 
Impact of
Historical U.S.
Credit Card
Segment(a)

 
Historical 
U.S. Retail 
Segment

 
U.S. Segment,
as revised

 
Historical
U.S. Retail
Segment

Gross margin rate
30.0
%
 
30.3
%
 
—

pp
30.3
%
 
(0.3)pp

 
(0.3)pp

SG&A expense rate
21.2

 
20.5

 
(0.9
)
 
21.4

 
0.7

 
(0.2
)
EBITDA margin rate
8.7

 
9.8

 
0.9

 
8.9

 
(1.1
)
 
(0.2
)
Depreciation and amortization expense rate
3.0

 
3.1

 
—

 
3.1

 
(0.1
)
 
(0.1
)
EBIT margin rate
5.8

 
6.6

 
0.8

 
5.8

 
(0.8
)
 
—

 
U.S. Segment Rate Analysis 
 
Nine Months Ended October 27, 2012
 
2013 U.S. Segment Change vs. 2012
 
Nine Months Ended November 2, 2013

 
U.S. Segment,
as revised

 
Impact of
Historical U.S.
Credit Card
Segment(a)

 
Historical
U.S. Retail 
Segment

 
U.S. Segment,
as revised

 
Historical
U.S. Retail
Segment

Gross margin rate
30.7
%
 
30.6
%
 
—

pp
30.6
%
 
0.1pp

 
0.1pp

SG&A expense rate
20.7

 
19.9

 
(0.9
)
 
20.8

 
0.8

 
(0.1
)
EBITDA margin rate
10.0

 
10.7

 
0.9

 
9.8

 
(0.7
)
 
0.2

Depreciation and amortization expense rate
3.0

 
3.1

 
—

 
3.1

 
(0.1
)
 
(0.1
)
EBIT margin rate
7.0

 
7.6

 
0.9

 
6.7

 
(0.6
)
 
0.3

Rate analysis metrics are computed by dividing the applicable amount by sales.
(a) Represents the impact of combining the historical U.S. Credit Card Segment and the U.S. Retail Segment into one U.S. Segment. Compared with the historical U.S. Retail Segment results for the same period, segment results, as revised, reflect lower SG&A rates and increased EBIT and EBITDA margin rates resulting from the inclusion of credit card profits, net of expenses, within SG&A compared with historical U.S. Segment results for the same period.
 
Sales
 
Sales include merchandise sales, net of expected returns, from our stores and our digital business, as well as gift card breakage.
 
Sales by Product Category
Three Months Ended
 
Nine Months Ended
 
November 2,
2013

 
October 27,
2012

 
November 2,
2013

 
October 27,
2012

Household essentials
26
%
 
26
%
 
27
%
 
26
%
Hardlines
15

 
14

 
15

 
15

Apparel and accessories
20

 
20

 
20

 
20

Food and pet supplies
21

 
21

 
21

 
21

Home furnishings and décor
18

 
19

 
17

 
18

Total
100
%
 
100
%
 
100
%
 
100
%
 
Comparable sales is a measure that highlights the performance of our existing stores and digital sales by measuring the change in sales for a period over the comparable, prior-year period of equivalent length. Comparable sales measures vary across the retail industry. As a result, our comparable sales calculation is not necessarily comparable to similarly titled measures reported by other companies. Comparable sales include all sales, except sales from stores open less than 13 months.
 

14



Comparable Sales
Three Months Ended
 
Nine Months Ended
 
November 2,
2013

 
October 27,
2012

 
November 2,
2013

 
October 27,
2012

Comparable sales change
0.9
 %
 
2.9
%
 
0.5
 %
 
3.7
%
Drivers of change in comparable sales
 

 
 

 
 

 
 

Number of transactions
(1.3
)
 
0.5

 
(1.5
)
 
1.0

Average transaction amount
2.2

 
2.4

 
2.1

 
2.7

Selling price per unit
3.3

 
1.2

 
1.5

 
1.6

Units per transaction
(1.1
)
 
1.2

 
0.6

 
1.0

 
The collective interaction of a broad array of macroeconomic, competitive and consumer behavioral factors, as well as sales mix, and transfer of sales to new stores makes further analysis of sales metrics infeasible.

Credit is offered by TD to qualified guests through branded proprietary credit cards: the Target Credit Card and the Target Visa (Target Credit Cards). Additionally, we offer a branded proprietary Target Debit Card.  Collectively, we refer to these products as REDcards®. Guests receive a 5-percent discount on virtually all purchases when they use a REDcard at Target.  We monitor the percentage of sales that are paid for using REDcards (REDcard Penetration) because our internal analysis has indicated that a meaningful portion of the incremental purchases on REDcards are also incremental sales for Target, with the remainder representing a shift in tender type.
 
REDcard Penetration
Three Months Ended
 
Nine Months Ended
 
November 2,
2013

 
October 27,
2012

 
November 2,
2013

 
October 27,
2012

Target Credit Cards
9.5
%
 
8.0
%
 
9.1
%
 
7.6
%
Target Debit Card
10.4

 
6.0

 
9.5

 
5.2

Total REDcard Penetration
19.9
%
 
14.0
%
 
18.6
%
 
12.8
%
 
Gross Margin Rate
 
For the three months ended November 2, 2013, our gross margin rate decreased to 30.0 percent from 30.3 percent in the comparable period last year. This decrease reflects category rate pressure from seasonal markdowns and a 0.2 percentage point impact of our integrated growth strategies of our 5% REDcard Rewards loyalty program and our store remodel program. Declines in the gross margin rate were partially offset by a 0.2 percentage point benefit related to changes we made to certain merchandise vendor contracts. Vendor contract changes regarding payments received in support of marketing programs resulted in more vendor consideration being recognized in 2013 as a reduction of our cost of sales rather than a reduction to SG&A.  The change to vendor contracts increased our gross margin rate for both the three and nine months ended November 2, 2013, with an equal and offsetting increase in our SG&A rate, and has no impact on EBITDA or EBIT margin rates. 

For the nine months ended November 2, 2013, our gross margin rate increased to 30.7 percent from 30.6 percent in the comparable period last year. The rate benefited from underlying rate improvements within categories and a 0.2 percentage point change related to the change in certain merchandise vendor contracts. The increases in the rate were partially offset by a 0.3 percentage point impact from our integrated growth strategies.
 
Selling, General and Administrative Expense Rate
 
For the three months ended November 2, 2013, our SG&A expense rate was 21.2 percent, increasing from 20.5 percent in the comparable period last year. The SG&A rate increased 0.6 percentage points due to a smaller contribution from the credit card portfolio. Our continued investment in technology and distribution in support of multichannel initiatives also increased the rate. The 2013 change to certain merchandise vendor contracts increased our SG&A rate by 0.2 percentage points, with an equal and offsetting increase to the gross margin rate discussed above. Increases in the SG&A rate were partially offset by the continued benefit from our expense optimization efforts and a 0.3 percentage point benefit for the three months ended November 2, 2013, from favorable incentive compensation and store hourly payroll.

For the nine months ended November 2, 2013, our SG&A expense rate was 20.7 percent, increasing from 19.9 percent in the comparable period last year. The SG&A rate increased 0.6 percentage points due to a smaller contribution from the credit card

15



portfolio. Our continued investment in technology and distribution in support of multichannel initiatives also increased the rate. The 2013 change to certain merchandise vendor contracts increased our SG&A rate by 0.2 percentage points, with an equal and offsetting increase to the gross margin rate discussed above. Increases in the SG&A rate were partially offset by the continued benefit from our expense optimization efforts and a 0.4 percentage point benefit from favorable incentive compensation and store hourly payroll.
 
Depreciation and Amortization Expense Rate
 
For the three and nine months ended November 2, 2013, our depreciation and amortization expense rate was 3.0 percent compared with 3.1 percent in the respective prior year periods. The decrease was due to the favorable impact of higher sales combined with stable depreciation and amortization expenses from the steady pace of capital investments in recent years.
 
Store Data
 
Change in Number of Stores
Three Months Ended
 
Nine Months Ended
 
November 2,
2013

 
October 27,
2012

 
November 2,
2013

 
October 27,
2012

Beginning store count
1,788

 
1,772

 
1,778

 
1,763

Opened
9

 
10

 
19

 
22

Closed
—

 
—

 
—

 
(1
)
Relocated
—

 
(1
)
 
—

 
(3
)
Ending store count
1,797

 
1,781

 
1,797

 
1,781

Number of stores remodeled during the period
32

 
32

 
100

 
252

Number of Stores and
Number of Stores
 
Retail Square Feet(a)
Retail Square Feet
November 2,
2013

 
February 2,
2013

 
October 27,
2012

 
November 2,
2013

 
February 2,
2013

 
October 27,
2012

General merchandise stores
293

 
391

 
395

 
34,273

 
46,584

 
47,038

Expanded food assortment stores
1,245

 
1,131

 
1,130

 
160,891

 
146,249

 
146,087

SuperTarget stores
251

 
251

 
251

 
44,500

 
44,500

 
44,500

CityTarget stores
8

 
5

 
5

 
820

 
514

 
514

Total
1,797

 
1,778

 
1,781

 
240,484

 
237,847

 
238,139

(a) In thousands: reflects total square feet, less office, distribution center and vacant space.
 
Canadian Segment
 
We opened 91 stores in Canada during the first nine months of 2013. After quarter end, we opened an additional 33 stores, completing our goal of opening 124 Canadian Target stores by the end of 2013. Our Canadian Segment generated sales of $333 million and $694 million for the three and nine months ended November 2, 2013. The gross margin rates of 14.8 percent and 24.4 percent for the three and nine months ended November 2, 2013, respectively, reflect efforts to clear excess inventory following lower than anticipated year-to-date sales and supply chain start-up challenges. In addition to operating expenses, our Canadian Segment SG&A expense includes start-up costs.

16



Canadian Segment Results
Three Months Ended
 
 
Nine Months Ended
 
 
 
(dollars in millions)
November 2,
2013

 
October 27,
2012

Percent
Change
 
November 2,
2013

 
October 27,
2012

 
Percent
Change
 
Sales
$
333

 
$
—

n/a
%
$
694

 
$
—

 
n/a
%
Cost of sales
284

 
—

n/a
 
525

 
—

 
n/a
 
Gross margin
49

 
—

n/a
 
169

 
—

 
n/a
 
SG&A expenses
221

 
72

206.2
 
621

 
154

 
304.1
 
EBITDA
(172
)
 
(72
)
138.2
 
(452
)
 
(154
)
 
194.1
 
Depreciation and amortization
66

 
24

177.5
 
160

 
67

 
138.8
 
EBIT
$
(238
)
 
$
(96
)
147.9
%
$
(612
)
 
$
(221
)
 
177.3
%
 
Canadian Segment Rate Analysis
Three Months Ended November 2, 2013

 
Nine Months Ended November 2, 2013

Gross margin rate
14.8
 %
 
24.4
 %
SG&A expense rate
66.6

 
89.5

EBITDA margin rate
(51.8
)
 
(65.1
)
Depreciation and amortization expense rate
19.7

 
23.1

EBIT margin rate
(71.5
)
 
(88.2
)
 
Due to the start-up nature of our Canadian Segment, the rates above may not be indicative of future results.
 
REDcard Penetration
Three Months Ended November 2, 2013

 
Nine Months Ended November 2, 2013

Target Credit Cards
1.4
%
 
1.2
%
Target Debit Card
1.5

 
1.4

Total REDcard Penetration
2.9
%
 
2.6
%
 
Change in Number of Stores
Three Months Ended
 
Nine Months Ended
 
November 2,
2013

 
October 27,
2012

 
November 2,
2013

 
October 27,
2012

Beginning store count
68

 
—

 
—

 
—

Opened
23

 
—

 
91

 
—

Ending store count
91

 
—

 
91

 
—

Number of Stores and Retail Square Feet
Number of Stores
 
Retail Square Feet(a)
 
November 2,
2013

 
October 27,
2012

 
November 2,
2013

 
October 27,
2012

General merchandise stores
91

 
—

 
10,325

 
—

(a) In thousands; reflects total square feet, less office, distribution center and vacant space.
 
Other Performance Factors
 
Net Interest Expense
 
In the third quarter 2013, net interest expense decreased to $165 million from $192 million in 2012, benefiting from first quarter debt retirement.

Net interest expense for the nine months ended November 2, 2013 was $965 million, which includes a $445 million loss on early retirement of debt, compared with $558 million for the nine months ended October 27, 2012.
 



17



Provision for Income Taxes
 
Our effective income tax rate for the three and nine months ended November 2, 2013 was 36.6 percent and 36.3 percent, respectively, up from 34.5 percent and 35.2 percent for the three and nine months ended October 27, 2012, respectively. This change was primarily driven by a lower benefit associated with the favorable resolution of various income tax matters, combined with the net effect of increased losses related to Canadian operations. The resolution of various income tax matters reduced tax expense by $25 million and $57 million for the three and nine months ended October 27, 2012, respectively, compared with $7 million and $11 million for the same periods this year.
 
Reconciliation of Non-GAAP Financial Measures to GAAP Measures
 
Our segment measure of profit is used by management to evaluate the return we are achieving on our investment and to make operating decisions. To provide additional transparency, we have disclosed non-GAAP adjusted diluted earnings per share, which excludes the impact of our 2013 Canadian market entry, adjustments related to the sale of our U.S. credit card receivables portfolio, favorable resolution of various income tax matters and the loss on early retirement of debt. We believe this information is useful in providing period-to-period comparisons of the results of our U.S. operations. This measure is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. The most comparable GAAP measure is diluted earnings per share. Non-GAAP adjusted EPS should not be considered in isolation or as a substitution for analysis of our results as reported under GAAP. Other companies may calculate non-GAAP adjusted EPS differently than we do, limiting the usefulness of the measure for comparisons with other companies.

18



Reconciliation of Non-GAAP Financial Measures to GAAP Measures
 
 

 
 

 
 

 
 

 
 

 
Consolidated

(millions, except per share data)
U.S.

 
Canadian

 
Other

 
GAAP Total

Three Months Ended November 2, 2013
 

 
 

 
 

 
 

Segment profit
$
977

 
$
(238
)
 
$
—

 
$
739

Net interest expense
145

 
20

 
—

 
165

Reduction of beneficial interest asset
—

 
—

 
36

 
36

Earnings before income taxes
832

 
(258
)
 
(36
)
 
538

Provision for income taxes(b)
294

 
(76
)
 
(21
)
(d) 
197

Net earnings
$
538

 
$
(182
)
 
$
(15
)
 
$
341

Diluted earnings per share
$
0.84

 
$
(0.29
)
 
$
(0.02
)
 
$
0.54

Three Months Ended October 27, 2012
 

 
 

 
 

 
 

Segment profit
$
1,104

 
$
(96
)
 
$
—

 
$
1,008

Net interest expense
172

 
20

 
—

 
192

Gain on receivables held for sale
—

 
—

 
(156
)
 
(156
)
Earnings before income taxes
932

 
(116
)
 
156

 
972

Provision for income taxes(b)
337

 
(33
)
 
31

(d) 
335

Net earnings
$
595

 
$
(83
)
 
$
125

 
$
637

Diluted earnings per share
$
0.90

 
$
(0.13
)
 
$
0.19

 
$
0.96

 
 
 
 
 
 
 
 
Nine Months Ended November 2, 2013
 

 
 

 
 

 
 

Segment profit
$
3,546

 
$
(612
)
 
$
—

 
$
2,934

Net interest expense
462

 
59

 
445

(c) 
965

Gain on receivables transaction(a)
—

 
—

 
(391
)
 
(391
)
Reduction of beneficial interest asset
—

 
—

 
82

 
82

Earnings before income taxes
3,084

 
(671
)
 
(136
)
 
2,278

Provision for income taxes(b)
1,101

 
(201
)
 
(74
)
(d) 
827

Net earnings
$
1,983

 
$
(470
)
 
$
(62
)
 
$
1,451

Diluted earnings per share
$
3.08

 
$
(0.73
)
 
$
(0.10
)
 
$
2.26

Nine Months Ended October 27, 2012
 

 
 

 
 

 
 

Segment profit
$
3,767

 
$
(221
)
 
$
—

 
$
3,547

Net interest expense
499

 
58

 
—

 
558

Gain on receivables held for sale
—

 
—

 
(156
)
 
(156
)
Earnings before income taxes
3,268

 
(279
)
 
156

 
3,145

Provision for income taxes(b)
1,187

 
(80
)
 
—

(d) 
1,107

Net earnings
$
2,081

 
$
(199
)
 
$
156

 
$
2,038

Diluted earnings per share
$
3.12

 
$
(0.30
)
 
$
0.23

 
$
3.06

Note: A non-GAAP financial measures summary is provided on page 13. The sum of the non-GAAP adjustments may not equal the total adjustment amounts due to rounding.
(a) Represents consideration received from the sale of our U.S. credit card receivables in the first quarter of 2013 in excess of the recorded amount of the receivables. Consideration included a beneficial interest asset of $225 million.
(b) Taxes are allocated to our business segments based on estimated income tax rates applicable to the operations of the segment for the period.
(c) Represents the loss on early retirement of debt.
(d) Includes the effect of resolution of income tax matters. The results for the three and nine months ended November 2, 2013 include a $14 million and $31 million tax benefit, respectively, for the reduction of the beneficial interest asset.  The results for the nine months ended November 2, 2013 also include a $144 million tax expense for the gain on receivables transaction and a $176 million tax benefit related to the loss on early retirement of debt. The results for the three and nine months ended October 27, 2012 also include a $57 million tax effect related to the gain on receivables held for sale.

19




Analysis of Financial Condition
 
Liquidity and Capital Resources
 
Our period-end cash and cash equivalents balance was $706 million compared with $1,469 million for the same period in 2012. Our investment policy is designed to preserve principal and liquidity of our short-term investments. This policy allows investments in large money market funds or in highly rated direct short-term instruments that mature in 60 days or less. We also place certain dollar limits on our investments in individual funds or instruments.
 
Cash Flows
 
Operations during the first nine months of 2013 were funded by both internally and externally generated funds. Cash flow provided by operations was $4,753 million for the nine months ended November 2, 2013 compared with $3,348 million for the same period in 2012. Our cash flows, combined with our prior year-end cash position, allowed us to pay current debt maturities, repurchase long term debt, invest in the business, pay dividends and repurchase shares under our share repurchase program.
 
Concurrent with the sale of our U.S. credit card portfolio described in Note 2 of the Notes to Consolidated Financial Statements included in Item 1, Financial Statements, we repaid the nonrecourse debt collateralized by credit card receivables (2006/2007 Series Variable Funding Certificate) at par of $1.5 billion. Also during the first quarter of 2013, we used $1.4 billion of the net proceeds received from the sale to repurchase at market value $970 million of debt. We have applied additional proceeds from the sale to reduce our debt and repurchase shares.
 
Share Repurchases
 
During the nine months ended November 2, 2013, we repurchased 21.9 million shares of our common stock for a total investment of $1,474 million ($67.41 per share). We did not repurchase any shares during the three months ended November 2, 2013 due to our performance and our commitment to maintain our strong investment-grade credit rating.  During the three and nine months ended October 27, 2012, we repurchased 1.7 million shares and 21.8 million shares, respectively, of our common stock for a total investment of $104 million ($62.90 per share) and $1,255 million ($57.53 per share), respectively.
 
Dividends
 
We paid dividends totaling $271 million and $734 million for the three and nine months ended November 2, 2013, and $236 million and $635 million during the three and nine months ended October 27, 2012, an increase of 15 percent and 16 percent, respectively. We declared dividends totaling $272 million ($0.43 per share) in third quarter 2013, an increase of 15 percent over the $236 million ($0.36 per share) of declared dividends during the third quarter of 2012. We have paid dividends every quarter since our 1967 initial public offering, and it is our intent to continue to do so in the future.
 
Short-term and Long-term Financing
 
Our financing strategy is to ensure liquidity and access to capital markets, to manage our net exposure to floating interest rate volatility, and to maintain a balanced spectrum of debt maturities. Within these parameters, we seek to minimize our borrowing costs.
 
Our ability to access the long-term debt and commercial paper markets has provided us with ample sources of liquidity. Our continued access to these markets depends on multiple factors including the condition of debt capital markets, our operating performance and maintaining strong credit ratings. As of November 2, 2013 our credit ratings were as follows:
 
Credit Ratings
Moody’s
Standard and Poor’s
Fitch
Long-term debt
A2
A+
A-
Commercial paper
P-1
A-1
F2
 
If our credit ratings were lowered, our ability to access the debt markets and our cost of funds and other terms for new debt issuances could be adversely impacted. Each of the credit rating agencies reviews its rating periodically and there is no guarantee our current credit ratings will remain the same as described above.


20



As a measure of our financial condition we monitor our ratio of earnings to fixed charges, representing the ratio of pretax earnings before fixed charges to fixed charges. Fixed charges include interest expense and the interest portion of rent expense. For the first nine months of 2013, our ratio of earnings to fixed charges was 4.60x compared with 5.69x for the first nine months of 2012. (See Exhibit (12) for a description of how the gain on sale of our U.S. credit card receivables portfolio and loss on early retirement of debt affected the 2013 calculation).
 
We have additional liquidity through a committed $2.25 billion revolving credit facility obtained in October 2011, which was amended this quarter to extend the expiration date to October 2018.  No balances were outstanding at any time during 2013 or 2012.
 
Most of our long-term debt obligations contain covenants related to secured debt levels. In addition to a secured debt level covenant, our credit facility also contains a debt leverage covenant. We are, and expect to remain, in compliance with these covenants. Additionally, at November 2, 2013, no notes or debentures contained provisions requiring acceleration of payment upon a debt rating downgrade, except that certain outstanding notes allow the note holders to put the notes to us if within a matter of months of each other we experience both (i) a change in control; and (ii) our long-term debt ratings are either reduced and the resulting rating is non-investment grade, or our long-term debt ratings are placed on watch for possible reduction and those ratings are subsequently reduced and the resulting rating is non-investment grade.
 
We believe our sources of liquidity will continue to be adequate to maintain operations, finance anticipated expansion and strategic initiatives, pay dividends and continue purchases under our share repurchase program for the foreseeable future. We continue to anticipate ample access to commercial paper and long-term financing.
 
Contractual Obligations and Commitments
 
Our 2012 Form 10-K included a summary of contractual obligations and commitments as of February 2, 2013. During the nine months ended November 2, 2013, there were no material changes outside the ordinary course of business.
 
New Accounting Pronouncements
 
We do not expect that any recently issued accounting pronouncements will have a material effect on our financial statements.

21



Forward-Looking Statements
 
This report contains forward-looking statements, which are based on our current assumptions and expectations. These statements are typically accompanied by the words “expect,” “may,” “could,” “believe,” “would,” “might,” “anticipates,” or words of similar import. The principal forward-looking statements in this report include: For our Canadian Segment, our financial performance; on a consolidated basis, statements regarding the adequacy of and costs associated with our sources of liquidity, the fair value and amount of the beneficial interest asset, the continued execution of our share repurchase program, the expected compliance with debt covenants, the expected impact of new accounting pronouncements, our intentions regarding future dividends and the effects of macroeconomic conditions.
 
All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. Although we believe there is a reasonable basis for the forward-looking statements, our actual results could be materially different. The most important factors which could cause our actual results to differ from our forward-looking statements are set forth on our description of risk factors in Item 1A of our Form 10-K for the fiscal year ended February 2, 2013, which should be read in conjunction with the forward-looking statements in this report. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
There have been no material changes in our primary risk exposures or management of market risks from those disclosed in our Form 10-K for the fiscal year ended February 2, 2013.
 
Item 4. Controls and Procedures
 
Changes in Internal Control Over Financial Reporting
 
There were no changes in our internal control over financial reporting during the third quarter of 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Evaluation of Disclosure Controls and Procedures
 
As of the end of the period covered by this quarterly report, we conducted an evaluation, under supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (Exchange Act). Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective. Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the Securities and Exchange Commission (SEC) under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.


22



PART II. OTHER INFORMATION
 
Item 1. Legal Proceedings
 
No response is required under Item 103 of Regulation S-K.
 
Item 1A. Risk Factors
 
There have been no material changes to the risk factors described in our Annual Report on Form 10-K for the fiscal year ended February 2, 2013.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
The table below presents information with respect to Target common stock purchases made during the three months ended November 2, 2013, by Target or any “affiliated purchaser” of Target, as defined in Rule 10b-18(a)(3) under the Exchange Act.
 
In January 2012, our Board of Directors authorized the repurchase of $5 billion of our common stock. There is no stated expiration for the share repurchase program. Since the inception of this share repurchase program, we have repurchased 49.1 million shares of our common stock, for a total cash investment of $3,096 million ($62.99 average price per share).
 
Period
Total Number
of Shares
Purchased(a)(b)

 
Average
Price
Paid per
Share(a)

 
Total Number of
Shares Purchased
as Part of the
Current Program(a)

 
Dollar Value of
Shares that May
Yet Be Purchased
Under the Program

August 4, 2013 through August 31, 2013
6,126

 
$
—

 
49,148,329

 
$
1,904,324,394

September 1, 2013 through October 5, 2013
1,878

 
—

 
49,148,329

 
1,904,324,394

October 6, 2013 through November 2, 2013
458

 
—

 
49,148,329

 
1,904,324,394

 
8,462

 
$
—

 
49,148,329

 
$
1,904,324,394

(a) The table above includes shares reacquired upon settlement of prepaid forward contracts. At November 2, 2013, we held asset positions in prepaid forward contracts for 1 million shares of our common stock, for a total cash investment of $52 million, or $46.52 per share. No shares were reacquired under such contracts during the third quarter.
(b) The number of shares above includes shares of common stock reacquired from team members who wish to tender owned shares to satisfy the tax withholding on equity awards as part of our long-term incentive plans or to satisfy the exercise price on stock option exercises. For the three months ended November 2, 2013, 8,462 shares were reacquired at an average per share price of $63.50 pursuant to our long-term incentive plan.
 
Item 3. Defaults Upon Senior Securities
 
Not applicable.
 
Item 4. Mine Safety Disclosures
 
Not applicable.
 
Item 5. Other Information
 
Not applicable.


23



Item 6.  Exhibits
(3)A
Amended and Restated Articles of Incorporation (as amended through June 9, 2010)(1)
 
 
(3)B
By-laws (as amended through September 9, 2009)(2)
 
 
(10)Y
Second Extension and Amendment dated September 3, 2013 to Five-Year Credit Agreement among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein
 
 
(12)
Statements of Computations of Ratios of Earnings to Fixed Charges
 
 
(31)A
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
(31)B
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
 
(32)A
Certification of the Chief Executive Officer As Adopted Pursuant to 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
(32)B
Certification of the Chief Financial Officer As Adopted Pursuant to 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
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
 
(1)         Incorporated by reference to Exhibit (3)A to the Registrant’s Form 8-K Report filed June 10, 2010.
 
(2)         Incorporated by reference to Exhibit (3)B to the Registrant’s Form 8-K Report filed September 10, 2009.

24



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
TARGET CORPORATION
 
 
 
 
Dated: 11/27/2013
By:
/s/ John J. Mulligan
 
 
John J. Mulligan
 
 
Executive Vice President,
 
 
Chief Financial Officer
 
 
and Chief Accounting Officer
 
 
(Duly Authorized Officer and
 
 
Principal Financial Officer)
 
 
 
 

25



EXHIBIT INDEX 
Exhibit
 
Description
 
Manner of Filing
 
 
 
 
 
(3)A
 
Amended and Restated Articles of Incorporation (as amended through June 9, 2010)
 
Incorporated by Reference
 
 
 
 
 
(3)B
 
By-Laws (as amended through September 9, 2009)
 
Incorporated by Reference
 
 
 
 
 
(10)Y
 
Second Extension and Amendment dated September 3, 2013 to Five-Year Credit Agreement among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein
 
Filed Electronically
 
 
 
 
 
(12)
 
Statements of Computations of Ratios of Earnings to Fixed Charges
 
Filed Electronically
 
 
 
 
 
(31)A
 
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Filed Electronically
 
 
 
 
 
(31)B
 
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Filed Electronically
 
 
 
 
 
(32)A
 
Certification of the Chief Executive Officer As Adopted Pursuant to 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Filed Electronically
 
 
 
 
 
(32)B
 
Certification of the Chief Financial Officer As Adopted Pursuant to 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Filed Electronically
 
 
 
 
 
101.INS
 
XBRL Instance Document
 
Filed Electronically
 
 
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema
 
Filed Electronically
 
 
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase
 
Filed Electronically
 
 
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase
 
Filed Electronically
 
 
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase
 
Filed Electronically
 
 
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase
 
Filed Electronically

26