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TARGET CORP - Quarter Report: 2019 August (Form 10-Q)



 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One) 
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 3, 2019
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number 1-6049
 
bullseyecroppedfromq1.jpg
TARGET CORPORATION
(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction of incorporation or organization)

1000 Nicollet Mall, Minneapolis, Minnesota
(Address of principal executive offices)

 

41-0215170
(I.R.S. Employer Identification No.)

55403
(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
 
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common stock, par value $0.0833 per share
 
TGT
 
New York Stock Exchange
 
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).    Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer
☒
  Accelerated filer
☐
 Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐     
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                 Yes ☐ No ☒
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 August 26, 2019 were 510,928,517.
 




TARGET CORPORATION
 
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Statements of Operations
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
(millions, except per share data) (unaudited)
August 3,
2019

 
August 4,
2018

 
August 3,
2019

 
August 4,
2018

Sales
$
18,183

 
$
17,552

 
$
35,584

 
$
34,108

Other revenue
239

 
224

 
465

 
450

Total revenue
18,422

 
17,776

 
36,049

 
34,558

Cost of sales
12,625

 
12,239

 
24,874

 
23,865

Selling, general and administrative expenses
3,912

 
3,865

 
7,575

 
7,410

Depreciation and amortization (exclusive of depreciation included in cost of sales)
561

 
539

 
1,142

 
1,109

Operating income
1,324

 
1,133

 
2,458

 
2,174

Net interest expense
120

 
115

 
246

 
237

Net other (income) / expense
(13
)
 
(4
)
 
(27
)
 
(12
)
Earnings from continuing operations before income taxes
1,217

 
1,022

 
2,239

 
1,949

Provision for income taxes
279

 
223

 
509

 
433

Net earnings from continuing operations
938

 
799

 
1,730

 
1,516

Discontinued operations, net of tax
—

 
—

 
3

 
1

Net earnings
$
938

 
$
799

 
$
1,733

 
$
1,517

Basic earnings per share
 
 
 
 
 
 
 
Continuing operations
$
1.83

 
$
1.50

 
$
3.37

 
$
2.84

Discontinued operations
—

 
—

 
0.01

 
—

Net earnings per share
$
1.83

 
$
1.50

 
$
3.37

 
$
2.84

Diluted earnings per share
 
 
 
 
 
 
 
Continuing operations
$
1.82

 
$
1.49

 
$
3.34

 
$
2.81

Discontinued operations
—

 
—

 
0.01

 
—

Net earnings per share
$
1.82

 
$
1.49

 
$
3.35

 
$
2.82

Weighted average common shares outstanding
 
 
 
 
 
 
 
Basic
512.1

 
531.7

 
513.9

 
534.3

Diluted
516.1

 
536.3

 
517.8

 
538.6

Antidilutive shares
—

 
—

 
—

 
—


Note: Per share amounts may not foot due to rounding. 

See accompanying Notes to Consolidated Financial Statements.



1



Consolidated Statements of Comprehensive Income
 
 
 
 
Three Months Ended
 
Six Months Ended
(millions) (unaudited)
August 3,
2019

 
August 4,
2018

 
August 3,
2019

 
August 4,
2018

Net earnings
$
938

 
$
799

 
$
1,733

 
$
1,517

Other comprehensive income
 

 
 

 
 

 
 

Pension, net of tax
10

 
16

 
20

 
29

Currency translation adjustment and cash flow hedges, net of tax
—

 
(2
)
 
3

 
(5
)
Other comprehensive income
10

 
14

 
23

 
24

Comprehensive income
$
948

 
$
813

 
$
1,756

 
$
1,541

 
See accompanying Notes to Consolidated Financial Statements.




2



Consolidated Statements of Financial Position
 

 
 

 
 

(millions, except footnotes) (unaudited)
August 3,
2019

 
February 2,
2019

 
August 4,
2018

Assets
 
 
 

 
 
Cash and cash equivalents
$
1,656

 
$
1,556

 
$
1,180

Inventory
9,122

 
9,497

 
9,112

Other current assets
1,341

 
1,466

 
1,211

Total current assets
12,119

 
12,519

 
11,503

Property and equipment
 

 
 

 
 

Land
6,054

 
6,064

 
6,074

Buildings and improvements
29,908

 
29,240

 
28,629

Fixtures and equipment
5,622

 
5,912

 
5,356

Computer hardware and software
2,627

 
2,544

 
2,575

Construction-in-progress
667

 
460

 
685

Accumulated depreciation
(18,866
)
 
(18,687
)
 
(18,147
)
Property and equipment, net
26,012

 
25,533

 
25,172

Operating lease assets
2,062

 
1,965

 
1,976

Other noncurrent assets
1,373

 
1,273

 
1,345

Total assets
$
41,566

 
$
41,290

 
$
39,996

Liabilities and shareholders’ investment
 

 
 

 
 

Accounts payable
$
9,152

 
$
9,761

 
$
9,116

Accrued and other current liabilities
4,059

 
4,201

 
3,878

Current portion of long-term debt and other borrowings
1,153

 
1,052

 
1,044

Total current liabilities
14,364

 
15,014

 
14,038

Long-term debt and other borrowings
10,365

 
10,223

 
10,108

Noncurrent operating lease liabilities
2,111

 
2,004

 
2,028

Deferred income taxes
1,082

 
972

 
828

Other noncurrent liabilities
1,808

 
1,780

 
1,827

Total noncurrent liabilities
15,366

 
14,979

 
14,791

Shareholders’ investment
 

 
 

 
 

Common stock
43

 
43

 
44

Additional paid-in capital
6,114

 
6,042

 
5,788

Retained earnings
6,461

 
6,017

 
6,058

Accumulated other comprehensive loss
(782
)
 
(805
)
 
(723
)
Total shareholders’ investment
11,836

 
11,297

 
11,167

Total liabilities and shareholders’ investment
$
41,566

 
$
41,290

 
$
39,996

Common Stock Authorized 6,000,000,000 shares, $0.0833 par value; 511,335,375, 517,761,600 and 526,112,846 shares issued and outstanding at August 3, 2019, February 2, 2019, and August 4, 2018, respectively.
 
Preferred Stock Authorized 5,000,000 shares, $0.01 par value; no shares were issued or outstanding during any period presented.
 
See accompanying Notes to Consolidated Financial Statements.



3



Consolidated Statements of Cash Flows
 
 
 
 
Six Months Ended
(millions) (unaudited)
August 3,
2019

 
August 4,
2018

Operating activities
 

 
 

Net earnings
$
1,733

 
$
1,517

Earnings from discontinued operations, net of tax
3

 
1

Net earnings from continuing operations
1,730

 
1,516

Adjustments to reconcile net earnings to cash provided by operations
 

 
 

Depreciation and amortization
1,267

 
1,234

Share-based compensation expense
86

 
71

Deferred income taxes
104

 
129

Noncash losses / (gains) and other, net
42

 
99

Changes in operating accounts
 

 
 
Inventory
375

 
(515
)
Other assets
64

 
1

Accounts payable
(731
)
 
342

Accrued and other liabilities
(127
)
 
(154
)
Cash provided by operating activities—continuing operations
2,810

 
2,723

Cash provided by operating activities—discontinued operations
2

 
1

Cash provided by operations
2,812

 
2,724

Investing activities
 

 
 

Expenditures for property and equipment
(1,394
)
 
(1,856
)
Proceeds from disposal of property and equipment
10

 
15

Other investments
—

 
3

Cash required for investing activities
(1,384
)
 
(1,838
)
Financing activities
 

 
 

Additions to long-term debt
994

 
—

Reductions of long-term debt
(1,026
)
 
(255
)
Dividends paid
(658
)
 
(665
)
Repurchase of stock
(662
)
 
(954
)
Accelerated share repurchase pending final settlement
—

 
(525
)
Stock option exercises
24

 
50

Cash required for financing activities
(1,328
)
 
(2,349
)
Net increase / (decrease) in cash and cash equivalents
100

 
(1,463
)
Cash and cash equivalents at beginning of period
1,556

 
2,643

Cash and cash equivalents at end of period
$
1,656

 
$
1,180

Supplemental information
 
 
 
Leased assets obtained in exchange for new finance lease liabilities
$
156

 
$
15

Leased assets obtained in exchange for new operating lease liabilities
195

 
169

 

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) (unaudited)
Shares

 
Value

 
Capital

 
Earnings

 
(Loss) / Income

 
Total

February 3, 2018
541.7

 
$
45

 
$
5,858

 
$
6,495

 
$
(747
)
 
$
11,651

Net earnings
—

 
—

 
—

 
718

 
—

 
718

Other comprehensive income
—

 
—

 
—

 
—

 
10

 
10

Dividends declared
—

 
—

 
—

 
(333
)
 
—

 
(333
)
Repurchase of stock
(6.9
)
 
(1
)
 
—

 
(493
)
 
—

 
(494
)
Accelerated share repurchase pending final settlement
(2.9
)
 
—

 
(225
)
 
(200
)
 
—

 
(425
)
Stock options and awards
1.0

 
—

 
31

 
—

 
—

 
31

May 5, 2018
532.9

 
$
44

 
$
5,664

 
$
6,187

 
$
(737
)
 
$
11,158

Net earnings
—

 
—

 
—

 
799

 
—

 
799

Other comprehensive income
—

 
—

 
—

 
—

 
14

 
14

Dividends declared
—

 
—

 
—

 
(341
)
 
—

 
(341
)
Repurchase of stock
(2.9
)
 
—

 
225

 
(232
)
 
—

 
(7
)
Accelerated share repurchase pending final settlement
(4.6
)
 
—

 
(170
)
 
(355
)
 
—

 
(525
)
Stock options and awards
0.7

 
—

 
69

 
—

 
—

 
69

August 4, 2018
526.1

 
$
44

 
$
5,788

 
$
6,058

 
$
(723
)
 
$
11,167

Net earnings
—

 
—

 
—

 
622

 
—

 
622

Other comprehensive income
—

 
—

 
—

 
—

 
9

 
9

Dividends declared
—

 
—

 
—

 
(338
)
 
—

 
(338
)
Repurchase of stock
(1.7
)
 
(1
)
 
170

 
(171
)
 
—

 
(2
)
Accelerated share repurchase pending final settlement
(3.5
)
 
—

 
(163
)
 
(287
)
 
—

 
(450
)
Stock options and awards
0.9

 
—

 
72

 
—

 
—

 
72

November 3, 2018
521.8

 
$
43

 
$
5,867

 
$
5,884

 
$
(714
)
 
$
11,080

Net earnings
—

 
—

 
—

 
799

 
—

 
799

Other comprehensive loss
—

 
—

 
—

 
—

 
(91
)
 
(91
)
Dividends declared
—

 
—

 
—

 
(336
)
 
—

 
(336
)
Repurchase of stock
(4.7
)
 
—

 
163

 
(330
)
 
—

 
(167
)
Stock options and awards
0.7

 
—

 
12

 
—

 
—

 
12

February 2, 2019
517.8

 
$
43

 
$
6,042

 
$
6,017

 
$
(805
)
 
$
11,297


5







Consolidated Statements of Shareholders’ Investment
 
Common

 
Stock

 
Additional

 
 

 
Accumulated Other

 
 

 
Stock

 
Par

 
Paid-in

 
Retained

 
Comprehensive

 
 

(millions) (unaudited)
Shares

 
Value

 
Capital

 
Earnings

 
(Loss) / Income

 
Total

February 2, 2019
517.8

 
$
43

 
$
6,042

 
$
6,017

 
$
(805
)
 
$
11,297

Net earnings
—

 
—

 
—

 
795

 
—

 
795

Other comprehensive income
—

 
—

 
—

 
—

 
13

 
13

Dividends declared
—

 
—

 
—

 
(330
)
 
—

 
(330
)
Repurchase of stock
(3.6
)
 
—

 
—

 
(277
)
 
—

 
(277
)
Accelerated share repurchase pending final settlement
(3.0
)
 
—

 
(153
)
 
(247
)
 
—

 
(400
)
Stock options and awards
1.1

 
—

 
19

 
—

 
—

 
19

May 4, 2019
512.3

 
$
43

 
$
5,908

 
$
5,958

 
$
(792
)
 
$
11,117

Net earnings
—

 
—

 
—

 
938

 
—

 
938

Other comprehensive income
—

 
—

 
—

 
—

 
10

 
10

Dividends declared
—

 
—

 
—

 
(341
)
 
—

 
(341
)
Repurchase of stock
(1.3
)
 
—

 
153

 
(94
)
 
—

 
59

Stock options and awards
0.3

 
—

 
53

 
—

 
—

 
53

August 3, 2019
511.3

 
$
43

 
$
6,114

 
$
6,461

 
$
(782
)
 
$
11,836


We declared $0.66 and $0.64 dividends per share for the three months ended August 3, 2019, and August 4, 2018, respectively, and $2.54 per share for the fiscal year ended February 2, 2019.
 
See accompanying Notes to Consolidated Financial Statements.



6



Notes to Consolidated Financial Statements (unaudited)
 
1. Accounting Policies
 
These unaudited condensed consolidated financial statements are prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statements. While these statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by United States (U.S.) generally accepted accounting principles (U.S. GAAP) for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statement disclosures in our 2018 Form 10-K.

We use the same accounting policies in preparing quarterly and annual financial statements. Unless otherwise noted, amounts presented within the Notes to Consolidated Financial Statements refer to our continuing operations.
 
We operate as a single segment that includes all of our continuing operations, which are designed to enable guests to purchase products seamlessly in stores or through our digital channels. Nearly all of our revenues are generated in the U.S. The vast majority of our long-lived assets are located within the U.S.

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. Revenues

General merchandise sales represent the vast majority of our revenues. We also earn revenues from a variety of other sources, most notably credit card profit sharing income from our arrangement with TD Bank Group (TD).

Revenues
Three Months Ended
 
Six Months Ended
(millions)
August 3,
2019

 
August 4,
2018

 
August 3,
2019

 
August 4,
2018

Apparel and accessories (a)
$
3,656

 
$
3,470

 
$
6,946

 
$
6,584

Beauty and household essentials (a)
5,076

 
4,784

 
10,047

 
9,401

Food and beverage
3,460

 
3,372

 
7,182

 
6,959

Hardlines
2,503

 
2,501

 
4,889

 
4,814

Home furnishings and décor
3,457

 
3,402

 
6,458

 
6,304

Other
31

 
23

 
62

 
46

Sales
18,183

 
17,552

 
35,584

 
34,108

 
 
 
 
 
 
 
 
Credit card profit sharing
168

 
167

 
328

 
333

Other
71

 
57

 
137

 
117

Other revenue
239

 
224

 
465

 
450

 
 
 
 
 
 
 
 
Total revenue
$
18,422

 
$
17,776

 
$
36,049

 
$
34,558

(a) 
We reclassified certain non-apparel baby merchandise sales totaling $398 million and $854 million for the three and six months ended August 3, 2019, respectively, and $373 million and $763 million for the three and six months ended August 4, 2018, respectively, from Apparel and Accessories to Beauty and Household Essentials.

We record almost all retail store revenues at the point of sale. Digitally originated sales may include shipping revenue and are recorded upon delivery to the guest or upon guest pickup at the store. Sales are recognized net of expected returns, which we estimate using historical return patterns and our expectation of future returns. As of August 3, 2019, February 2, 2019, and August 4, 2018, the accrual for estimated returns was $131 million, $116 million, and $114 million, respectively. We have not historically had material adjustments to our returns estimates.

Revenue from Target gift card sales is recognized upon gift card redemption, which is typically within one year of issuance.

7



(millions)
February 2,
2019

 
Gift Cards Issued During Current Period But Not Redeemed (a)

 
Revenue Recognized From Beginning Liability

 
August 3,
2019

Gift card liability
$
840

 
$
317

 
$
(465
)
 
$
692

(a) 
Net of estimated breakage.

Credit card profit sharing – We receive payments under a credit card program agreement with TD. Under the agreement, we receive a percentage of the profits generated by the Target Credit Card and Target MasterCard receivables in exchange for performing account servicing and primary marketing functions. TD underwrites, funds, and owns Target Credit Card and Target MasterCard receivables, controls risk management policies, and oversees regulatory compliance.

3. Fair Value Measurements
 
Fair value measurements are reported in one of three levels reflecting the valuation techniques used to determine fair value.
 
 
Fair Value Measurements - Recurring Basis
 
 
Fair Value at
(millions)
Classification
Pricing Category
August 3,
2019

 
February 2,
2019

 
August 4,
2018

Assets
 
 
 

 
 

 
 

Short-term investments
Cash and Cash Equivalents
Level 1
$
796

 
$
769

 
$
353

Prepaid forward contracts
Other Current Assets
Level 1
20

 
19

 
22

Interest rate swaps
Other Noncurrent Assets
Level 2
108

 
10

 
—

Liabilities
 
 
 

 
 

 
 

Interest rate swaps
Other Current Liabilities
Level 2
—

 
3

 
7

Interest rate swaps
Other Noncurrent Liabilities
Level 2
—

 
—

 
2


 
Significant Financial Instruments not Measured at Fair Value (a)

(millions)
August 3, 2019
 
February 2, 2019
 
August 4, 2018
Carrying
Amount

Fair
Value

 
Carrying
Amount

Fair
Value

 
Carrying
Amount

Fair
Value

Long-term debt, including current portion (b)
$
10,244

$
11,635

 
$
10,247

$
10,808

 
$
10,243

$
10,682

(a) 
The carrying amounts of certain other current assets, commercial paper, accounts payable, and certain accrued and other current liabilities approximate fair value due to their short-term nature.
(b) 
The fair value of debt is generally measured using a discounted cash flow analysis based on current market interest rates for the same or similar types of financial instruments and would be classified as Level 2. These amounts exclude commercial paper, unamortized swap valuation adjustments, and lease liabilities.

4. Property and Equipment

We review long-lived assets for impairment when store performance expectations, events, or changes in circumstances—such as a decision to relocate or close a store or distribution center, discontinue projects, or make significant software changes—indicate that the asset’s carrying value may not be recoverable. We recognized impairment charges of $10 million and $13 million during the three and six months ended August 3, 2019, respectively, primarily resulting from store impairments. We recognized impairment charges of $78 million and $85 million during the three and six months ended August 4, 2018, respectively, primarily resulting from planned store closures. The impairment charges are recorded in Selling, General and Administrative Expenses.

5. Commercial Paper and Long-Term Debt

In March 2019, we issued $1,000 million of 10-year unsecured fixed rate debt at 3.375 percent, and in June 2019, we repaid $1,000 million of 2.3 percent unsecured fixed rate debt at maturity.


8



Our commercial paper program provides a source of short-term financing. For the six months ended August 3, 2019, the maximum amount outstanding was $744 million, and the average daily amount outstanding was $74 million at a weighted average annual interest rate of 2.4 percent. For the six months ended August 4, 2018, the maximum amount outstanding was $658 million, and the average daily amount outstanding was $63 million at a weighted average annual interest rate of 1.8 percent. As of August 3, 2019, and August 4, 2018, no balances were outstanding.

6. Derivative Financial Instruments
 
Our derivative instruments consist of interest rate swaps used to mitigate interest rate risk. As a result, we have counterparty credit exposure to large global financial institutions, which we monitor on an ongoing basis. Note 3 provides the fair value and classification of these instruments.
 
In March 2019, we entered into interest rate swaps with a total notional amount of $1,000 million, and in June 2019, interest rate swaps with a total notional amount of $1,000 million matured. As of August 3, 2019, we were party to interest rate swaps with notional amounts totaling $1,500 million, compared with $1,250 million as of August 4, 2018. We pay a variable rate and receive a fixed rate under each of these agreements. All of the agreements are designated as fair value hedges, and all were perfectly effective during the three and six months ended August 3, 2019, and August 4, 2018.

Effect of Hedges on Debt
(millions)
 
August 3,
2019

 
February 2,
2019

 
August 4,
2018

Current portion of long-term debt and other borrowings
 
 
 
 
 
 
Carrying amount of hedged debt
 
$
—

 
$
996

 
$
992

Cumulative hedging adjustments, included in carrying amount
 
—

 
(3
)
 
(7
)
Long-term debt and other borrowings
 
 
 
 
 
 
Carrying amount of hedged debt
 
1,600

 
508

 
247

Cumulative hedging adjustments, included in carrying amount
 
108

 
10

 
(2
)

Effect of Hedges on Net Interest Expense
Three Months Ended
 
Six Months Ended
(millions)
August 3,
2019

 
August 4,
2018

 
August 3,
2019

 
August 4,
2018

Gain (loss) on fair value hedges recognized in Net Interest Expense
 
 
 
 
 
 
 
Interest rate swap designated as fair value hedges
$
86

 
$
1

 
$
101

 
$
(3
)
Hedged debt
(86
)
 
(1
)
 
(101
)
 
3

Total
$
—

 
$
—

 
$
—

 
$
—


7. Share Repurchase

We periodically repurchase shares of our common stock under a board-authorized repurchase program through a combination of open market transactions, accelerated share repurchase (ASR) arrangements, and other privately negotiated transactions with financial institutions.

9



 
Three Months Ended
Six Months Ended
(millions, except per share data)
August 3,
2019 (a)

 
August 4,
2018 (b)

August 3,
2019 (a)

 
August 4,
2018 (b)

Total number of shares purchased
4.3

 
5.8

7.9

 
12.7

Average price paid per share
$
80.02

 
$
74.31

$
78.63

 
$
72.64

Total investment
$
341

 
$
431

$
618

 
$
925


(a) 
Includes activity related to the ASR arrangement entered in first quarter 2019 because final settlement occurred in second quarter 2019. Under the ASR arrangement, we repurchased 4.2 million shares for a total cash investment of $340 million. We did not enter into any new ASR arrangements during second quarter 2019.
(b) 
Activity related to the second quarter 2018 ASR arrangement described below is omitted because final settlement had not occurred as of August 4, 2018.

During the second quarter of 2018, we entered into an ASR arrangement to repurchase $400 to $525 million of our common stock. Under the agreement, we paid $525 million and received an initial delivery of 4.6 million shares, which were retired, resulting in a $355 million reduction to Retained Earnings. As of August 4, 2018, $170 million was included as a reduction to Additional Paid-in Capital. Upon final settlement in the third quarter of 2018, we received an additional 0.2 million shares, which were retired, and $125 million for the remaining amount not settled in shares. In total, we repurchased 4.8 million shares under the ASR arrangement for a total cash investment of $400 million ($83.88 per share).

8. Pension Benefits
 
We provide pension plan benefits to eligible team members.

Net Pension Benefits Expense
 
Three Months Ended
 
Six Months Ended
(millions)
Classification
August 3,
2019

 
August 4,
2018

 
August 3,
2019

 
August 4,
2018

Service cost benefits earned
SG&A Expenses
$
23

 
$
25

 
$
46

 
$
49

Interest cost on projected benefit obligation
Net Other (Income) / Expense
37

 
37

 
74

 
73

Expected return on assets
Net Other (Income) / Expense
(62
)
 
(62
)
 
(124
)
 
(123
)
Amortization of losses
Net Other (Income) / Expense
16

 
20

 
31

 
41

Amortization of prior service cost
Net Other (Income) / Expense
(3
)
 
(3
)
 
(5
)
 
(6
)
Settlement charges
Net Other (Income) / Expense
—

 
3

 
—

 
3

Total
 
$
11

 
$
20

 
$
22

 
$
37


 
9. Accumulated Other Comprehensive (Loss) / Income
 
 
(millions)
Cash Flow
Hedges

 
Currency
Translation
Adjustment

 
Pension

 
Total

February 2, 2019
$
(13
)
 
$
(20
)
 
$
(772
)
 
$
(805
)
Other comprehensive income before reclassifications, net of tax
—

 
3

 
—

 
3

Amounts reclassified from AOCI, net of tax
—

 
—

 
20

 
20

August 3, 2019
$
(13
)
 
$
(17
)
 
$
(752
)
 
$
(782
)



10



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Executive Summary
 
Second quarter 2019 includes the following notable items:

•
GAAP earnings per share from continuing operations and adjusted earnings per share were $1.82.
•
Total revenue increased 3.6 percent, driven by a comparable sales increase and sales from new stores.
•
Comparable sales increased 3.4 percent, driven by a 2.4 percent increase in traffic.
◦
Comparable store sales grew 1.5 percent.
◦
Digital channel sales increased 34 percent, contributing 1.8 percentage points to comparable sales growth.
•
Operating income of $1,324 million was 16.9 percent higher than the comparable prior-year period.

Sales were $18,183 million for the three months ended August 3, 2019, an increase of $631 million, or 3.6 percent, from the same period in the prior year. Operating cash flow provided by continuing operations was $2,810 million for the six months ended August 3, 2019, an increase of $87 million, or 3.2 percent, from $2,723 million for the six months ended August 4, 2018. 
 
Earnings Per Share from Continuing Operations
Three Months Ended
 
 

 
Six Months Ended
 
 

August 3,
2019

 
August 4,
2018

 
Change

 
August 3,
2019

 
August 4,
2018

 
Change

GAAP diluted earnings per share
$
1.82

 
$
1.49

 
22.0
%
 
$
3.34

 
$
2.81

 
18.7
%
Adjustments
—

 
(0.02
)
 
 
 
—

 
(0.03
)
 
 

Adjusted diluted earnings per share
$
1.82

 
$
1.47

 
23.9
%
 
$
3.34

 
$
2.78

 
20.1
%
Note: Amounts may not foot due to rounding. Adjusted diluted earnings per share from continuing operations (Adjusted EPS), a non-GAAP metric, excludes the impact of certain items. Management believes that Adjusted EPS is useful in providing period-to-period comparisons of the results of our continuing operations. A reconciliation of non-GAAP financial measures to GAAP measures is provided on page 17.

For the trailing twelve months ended August 3, 2019, after-tax return on invested capital from continuing operations (ROIC) was 15.2 percent, compared with 16.0 percent for the trailing twelve months ended August 4, 2018. Excluding the discrete impacts of the Tax Cuts and Jobs Act of 2017 (Tax Act), ROIC was 15.0 percent and 14.2 percent for the trailing twelve months ended August 3, 2019, and August 4, 2018, respectively. The calculation of ROIC is provided on page 18.


11



Analysis of Results of Operations

 
Three Months Ended
 
 

 
Six Months Ended
 
 

(dollars in millions)
August 3,
2019

 
August 4,
2018

 
Change

 
August 3,
2019

 
August 4,
2018

 
Change

Sales
$
18,183

 
$
17,552

 
3.6
%
 
$
35,584

 
$
34,108

 
4.3
%
Other revenue
239

 
224

 
6.3

 
465

 
450

 
3.4

Total revenue
18,422

 
17,776

 
3.6

 
36,049

 
34,558

 
4.3

Cost of sales
12,625

 
12,239

 
3.1

 
24,874

 
23,865

 
4.2

Selling, general and administrative expenses
3,912

 
3,865

 
1.2

 
7,575

 
7,410

 
2.2

Depreciation and amortization (exclusive of depreciation included in cost of sales)
561

 
539

 
4.1

 
1,142

 
1,109

 
3.0

Operating income
$
1,324

 
$
1,133

 
16.9
%
 
$
2,458

 
$
2,174

 
13.1
%

Rate Analysis
Three Months Ended
 
Six Months Ended
 
August 3,
2019

 
August 4,
2018

 
August 3,
2019

 
August 4,
2018

Gross margin rate
30.6
%
 
30.3
%
 
30.1
%
 
30.0
%
SG&A expense rate
21.2

 
21.7

 
21.0

 
21.4

Depreciation and amortization (exclusive of depreciation included in cost of sales) expense rate
3.0

 
3.0

 
3.2

 
3.2

Operating income margin rate
7.2

 
6.4

 
6.8

 
6.3

Note: Gross margin rate is calculated as gross margin (sales less cost of sales) divided by sales. All other rates are calculated by dividing the applicable amount by total revenue.

Sales
 
Sales include all merchandise sales, net of expected returns, and gift card breakage. Comparable sales is a measure that highlights the performance of our stores and digital channels by measuring the change in sales for a period over the comparable, prior-year period of equivalent length. Comparable sales include all sales, except sales from stores open less than 13 months, digital acquisitions we have owned less than 13 months, stores that have been closed, and digital acquisitions that we no longer operate. 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. Digitally originated sales include all sales initiated through mobile applications and our websites. Our stores fulfill the majority of digitally originated sales, including shipment from stores to guests, store pick-up or drive-up, and delivery via our wholly-owned subsidiary, Shipt. Digitally originated sales may also be fulfilled through our distribution centers, our vendors, or other third parties.

The increase in sales during the three and six months ended August 3, 2019, is due to a comparable sales increase of 3.4 percent and 4.1 percent, respectively, and the contribution from new stores.
 
Comparable Sales
Three Months Ended
 
Six Months Ended
 
August 3,
2019

 
August 4,
2018

 
August 3,
2019

 
August 4,
2018

Comparable sales change
3.4
%
 
6.5
%
 
4.1
%
 
4.8
 %
Drivers of change in comparable sales
 

 
 

 
 

 
 

Number of transactions
2.4

 
6.4

 
3.3

 
5.0

Average transaction amount
0.9

 
0.1

 
0.7

 
(0.3
)
Note: Amounts may not foot due to rounding.


12



Contribution to Comparable Sales Change
Three Months Ended
 
Six Months Ended
 
August 3,
2019

 
August 4,
2018

 
August 3,
2019

 
August 4,
2018

Stores channel comparable sales change
1.5
%
 
4.9
%
 
2.1
%
 
3.4
%
Digital channel contribution to comparable sales change
1.8

 
1.5

 
1.9

 
1.3

Total comparable sales change
3.4
%
 
6.5
%
 
4.1
%
 
4.8
%
Note: Amounts may not foot due to rounding.

Sales by Channel
Three Months Ended
 
Six Months Ended
 
August 3,
2019

 
August 4,
2018

 
August 3,
2019

 
August 4,
2018

Stores originated
92.7
%
 
94.4
%
 
92.8
%
 
94.6
%
Digitally originated
7.3

 
5.6

 
7.2

 
5.4

Total
100
%
 
100
%
 
100
%
 
100
%

Note 2 to the Consolidated Financial Statements provides sales by product category. 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.

We monitor the percentage of purchases 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. Guests receive a 5 percent discount on virtually all purchases when they use a REDcard at Target.
 
REDcard Penetration
Three Months Ended
 
Six Months Ended
 
August 3,
2019

 
August 4,
2018

 
August 3,
2019

 
August 4,
2018

Target Debit Card
12.5
%
 
13.0
%
 
12.8
%
 
13.2
%
Target Credit Cards
10.7

 
10.9

 
10.6

 
10.8

Total REDcard Penetration
23.2
%
 
23.9
%
 
23.4
%
 
24.0
%
Note: Amounts may not foot due to rounding.


13



Gross Margin Rate
chart-f36107b5dfa15071b50.jpg
chart-607ca36ff0e1e6320b8.jpg

For the three and six months ended August 3, 2019, our gross margin rate was 30.6 percent and 30.1 percent, respectively, compared with 30.3 percent and 30.0 percent, respectively, in the comparable periods last year. The increase was primarily due to merchandising efforts to optimize costs, pricing, promotions, and assortment, combined with favorable category sales mix, partially offset by increased digital fulfillment and supply chain costs.


14



Selling, General, and Administrative Expense Rate

chart-8bd5ecce1d6513cd89a.jpg

chart-8b109ecd3ba77ce119f.jpg

For the three and six months ended August 3, 2019, our SG&A expense rate was 21.2 percent and 21.0 percent, respectively, compared with 21.7 percent and 21.4 percent, respectively, in the comparable periods last year. The decrease reflects lower impairment charges in 2019, timing of certain expenses, and other broad-based cost savings. For the three and six months ended August 3, 2019, store labor productivity offset pressure from wage growth.

Store Data
 
Change in Number of Stores
Three Months Ended
 
Six Months Ended
 
August 3,
2019

 
August 4,
2018

 
August 3,
2019

 
August 4,
2018

Beginning store count
1,851

 
1,829

 
1,844

 
1,822

Opened
4

 
6

 
11

 
13

Closed
(2
)
 
—

 
(2
)
 
—

Ending store count
1,853

 
1,835

 
1,853

 
1,835



15



Number of Stores and
Retail Square Feet
Number of Stores
 
Retail Square Feet (a)
August 3,
2019

February 2,
2019

August 4,
2018

 
August 3,
2019

February 2,
2019

August 4,
2018

170,000 or more sq. ft.
272

272

274

 
48,619

48,604

48,952

50,000 to 169,999 sq. ft.
1,499

1,501

1,502

 
188,711

188,900

189,258

49,999 or less sq. ft.
82

71

59

 
2,357

2,077

1,644

Total
1,853

1,844

1,835

 
239,687

239,581

239,854

(a)  In thousands, reflects total square feet less office, distribution center, and vacant space.
 
Other Performance Factors

Net Interest Expense
 
Net interest expense from continuing operations was $120 million and $246 million for the three and six months ended August 3, 2019, respectively, and $115 million and $237 million for the three and six months ended August 4, 2018, respectively. The increase is due to a higher average debt balance during the three and six months ended August 3, 2019, as compared with the prior-year periods.

Provision for Income Taxes
 
Our effective income tax rate from continuing operations for the three and six months ended August 3, 2019, was 23.0 percent and 22.7 percent, respectively, compared with 21.8 percent and 22.2 percent, respectively, for the comparable periods last year. The effective income tax rates for the three and six months ended August 4, 2018, included benefits from the resolution of certain income tax matters unrelated to current period operations.

16




Reconciliation of Non-GAAP Financial Measures to GAAP Measures
 
To provide additional transparency, we have disclosed non-GAAP adjusted diluted earnings per share from continuing operations (Adjusted EPS). This metric excludes certain items presented below. We believe this information is useful in providing period-to-period comparisons of the results of our continuing operations. This measure is not in accordance with, or an alternative to, generally accepted accounting principles in the U.S. (GAAP). The most comparable GAAP measure is diluted earnings per share from continuing operations. 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 Adjusted EPS differently, limiting the usefulness of the measure for comparisons with other companies.

 
 
Three Months Ended
 
 
August 3, 2019
 
August 4, 2018
(millions, except per share data)
 
Pretax

 
Net of Tax

 
Per Share Amounts

 
Pretax

 
Net of Tax

 
Per Share Amounts

GAAP diluted earnings per share from continuing operations
 
 
 
 
 
$
1.82

 
 
 
 
 
$
1.49

Adjustments
 
 
 
 
 
 
 
 
 
 
 
 
Income tax matters (a)
 
—

 
—

 
—

 
—

 
(12
)
 
(0.02
)
Adjusted diluted earnings per share from continuing operations
 
 
 
 
 
$
1.82

 
 
 
 
 
$
1.47

 
 
Six Months Ended
 
 
August 3, 2019
 
August 4, 2018
(millions, except per share data)
 
Pretax

 
Net of Tax

 
Per Share Amounts

 
Pretax

 
Net of Tax

 
Per Share Amounts

GAAP diluted earnings per share from continuing operations
 
 
 
 
 
$
3.34

 
 
 
 
 
$
2.81

Adjustments
 
 
 
 
 
 
 
 
 
 
 
 
Income tax matters (a)
 
—

 
—

 
—

 
—

 
(18
)
 
(0.03
)
Adjusted diluted earnings per share from continuing operations
 
 
 
 
 
$
3.34

 
 
 
 
 
$
2.78

Note: Amounts may not foot due to rounding.
(a) 
Represents benefits from the resolution of certain income tax matters unrelated to current period operations.

Earnings from continuing operations before interest expense and income taxes (EBIT) and earnings before interest expense, income taxes, depreciation and amortization (EBITDA) are non-GAAP financial measures which we believe provide meaningful information about our operational efficiency compared with our competitors by excluding the impact of differences in tax jurisdictions and structures, debt levels, and for EBITDA, capital investment. These measures are not in accordance with, or an alternative to, GAAP. The most comparable GAAP measure is net earnings from continuing operations. EBIT and EBITDA should not be considered in isolation or as a substitution for analysis of our results as reported under GAAP. Other companies may calculate EBIT and EBITDA differently, limiting the usefulness of the measure for comparisons with other companies.

EBIT and EBITDA
 
Three Months Ended
 
 
 
Six Months Ended
 
 

(dollars in millions) (unaudited)
 
August 3,
2019
 
August 4,
2018
 
Change
 
August 3,
2019
 
August 4,
2018
 
Change
Net earnings from continuing operations
 
$
938

 
$
799

 
17.4
%
 
$
1,730

 
$
1,516

 
14.1
%
+ Provision for income taxes
 
279

 
223

 
25.2

 
509

 
433

 
17.5

+ Net interest expense
 
120

 
115

 
4.3

 
246

 
237

 
3.8

EBIT
 
$
1,337

 
$
1,137

 
17.6
%
 
$
2,485

 
$
2,186

 
13.6
%
+ Total depreciation and amortization (a)
 
624

 
603

 
3.5

 
1,267

 
1,234

 
2.7

EBITDA
 
$
1,961

 
$
1,740

 
12.7
%
 
$
3,752

 
$
3,420

 
9.7
%
(a) 
Represents total depreciation and amortization, including amounts classified within Depreciation and Amortization and within Cost of Sales.

17





We have also disclosed after-tax ROIC, which is a ratio based on GAAP information. We believe this metric is useful in assessing the effectiveness of our capital allocation over time. Other companies may calculate ROIC differently, limiting the usefulness of the measure for comparisons with other companies.

After-Tax Return on Invested Capital
 
 
(dollars in millions)
 
 
 
 
 
 
Trailing Twelve Months
 
 
Numerator
 
August 3,
2019

 
August 4,
2018 (a)

 
 
Operating income
 
$
4,395

 
$
4,150

 
 
+ Net other income / (expense)
 
42

 
41

 
 
EBIT
 
4,437

 
4,191

 
 
+ Operating lease interest (b)
 
85

 
81

 
 
- Income taxes (c)(d)
 
937

 
589

 
 
Net operating profit after taxes
 
$
3,585

 
$
3,683

 
 

Denominator
 
August 3,
2019

 
August 4,
2018

 
July 29,
2017

Current portion of long-term debt and other borrowings
 
$
1,153

 
$
1,044

 
$
1,365

+ Noncurrent portion of long-term debt
 
10,365

 
10,108

 
10,706

+ Shareholders' equity
 
11,836

 
11,167

 
11,055

+ Operating lease liabilities (e)
 
2,285

 
2,183

 
2,032

- Cash and cash equivalents
 
1,656

 
1,180

 
2,291

- Net assets of discontinued operations (f)
 
—

 
—

 
10

Invested capital
 
$
23,983

 
$
23,322

 
$
22,857

Average invested capital (g)
 
$
23,652

 
$
23,090

 
 
After-tax return on invested capital (d)
 
15.2
%
 
16.0
%
 
 
After-tax return on invested capital excluding discrete impacts of Tax Act (d)
 
15.0
%
 
14.2
%
 
 
(a) 
Consisted of 53 weeks.
(b) 
Represents the add-back to operating income driven by the hypothetical interest expense we would incur if the property under our operating leases were owned or accounted for as finance leases. Calculated using the discount rate for each lease and recorded as a component of rent expense within SG&A Expenses. Operating lease interest is added back to operating income in the ROIC calculation to control for differences in capital structure between us and our competitors.
(c) 
Calculated using the effective tax rates for continuing operations, which were 20.7 percent and 13.8 percent for the trailing twelve months ended August 3, 2019, and August 4, 2018, respectively. For the trailing twelve months ended August 3, 2019, and August 4, 2018, includes tax effect of $919 million and $578 million, respectively, related to EBIT, and $18 million and $11 million, respectively, related to operating lease interest.
(d) 
The effective tax rate for the trailing twelve months ended August 3, 2019, and August 4, 2018, includes discrete tax benefits of $36 million and $343 million, respectively, related to the Tax Act.
(e) 
Total short-term and long-term operating lease liabilities included within Accrued and Other Current Liabilities and Noncurrent Operating Lease Liabilities.
(f) 
Included in Other Assets and Liabilities.
(g) 
Average based on the invested capital at the end of the current period and the invested capital at the end of the comparable prior period.


18



Analysis of Financial Condition
 
Liquidity and Capital Resources
 
Our cash and cash equivalents balance was $1,656 million, $1,556 million, and $1,180 million at August 3, 2019, February 2, 2019, and August 4, 2018, respectively. Our cash and cash equivalents balance includes short-term investments of $796 million, $769 million, and $353 million as of August 3, 2019, February 2, 2019, and August 4, 2018, respectively. 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 dollar limits on our investments in individual funds or instruments.
 
Capital Allocation

We follow a disciplined and balanced approach to capital allocation based on the following priorities, ranked in order of importance: first, we fully invest in opportunities to profitably grow our business, create sustainable long-term value, and maintain our current operations and assets; second, we maintain a competitive quarterly dividend and seek to grow it annually; and finally, we return any excess cash to shareholders by repurchasing shares within the limits of our credit rating goals.

Operating Cash Flows
 
Operating cash flow provided by continuing operations was $2,810 million for the six months ended August 3, 2019, compared with $2,723 million for the six months ended August 4, 2018. The operating cash flow increase resulted from higher net earnings during the six months ended August 3, 2019, compared with the same period in the prior year, partially offset by higher cash settlement of accounts payable in 2019 driven by elevated 2018 inventory levels.
 
Inventory

Inventory was $9,122 million as of August 3, 2019, compared with $9,497 million and $9,112 million at February 2, 2019, and August 4, 2018, respectively. The decrease from February 2, 2019, reflects a reduction from elevated year-end inventory levels.

Dividends
 
We paid dividends totaling $328 million ($0.64 per share) and $658 million ($1.28 per share) for the three and six months ended August 3, 2019, respectively, and $330 million ($0.62 per share) and $665 million ($1.24 per share) for the three and six months ended August 4, 2018, respectively, a per share increase of 3.2 percent. We declared dividends totaling $341 million ($0.66 per share) during the second quarter of 2019, a per share increase of 3.1 percent over the $340 million ($0.64 per share) of declared dividends during the second quarter of 2018. 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.

Share Repurchase
 
We returned $341 million and $618 million to shareholders through share repurchase during the three and six months ended August 3, 2019. See Part II, Item 2 of this Quarterly Report on Form 10-Q and Note 7 to the Consolidated Financial Statements for more information.

Financing
 
Our financing strategy is to ensure liquidity and access to capital markets, to maintain a balanced spectrum of debt maturities, and to manage our net exposure to floating interest rate volatility. 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 August 3, 2019, 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
F1
 

19



If our credit ratings were lowered, our ability to access the debt markets, 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. Fitch raised our commercial paper rating from F2 to F1 during the three months ended August 3, 2019.
 
In March 2019, we issued $1.0 billion of debt, and in June 2019, we repaid $1.0 billion of debt at maturity. Notes 5 and 6 to the Consolidated Financial Statements provide additional information.

We have additional liquidity through a committed $2.5 billion revolving credit facility obtained through a group of banks. In October 2018, we extended this credit facility by one year to October 2023. No balances were outstanding at any time during 2019 or 2018.
 
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, as of August 3, 2019, no notes or debentures contained provisions requiring acceleration of payment upon a credit 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 credit ratings are either reduced and the resulting rating is noninvestment grade, or our long-term credit ratings are placed on watch for possible reduction and those ratings are subsequently reduced and the resulting rating is noninvestment grade.
 
We believe our sources of liquidity will continue to be adequate to maintain operations, finance anticipated expansion and strategic initiatives, fund debt maturities, pay dividends, and execute 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
 
As of the date of this report, other than the new borrowings discussed in Note 5 to the Consolidated Financial Statements, there were no material changes to our contractual obligations and commitments outside the ordinary course of business since February 2, 2019, as reported in our 2018 Form 10-K.
 
New Accounting Pronouncements

We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements.

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 similar words. The principal forward-looking statements in this report include: our financial performance, statements regarding the adequacy of and costs associated with our sources of liquidity, the funding of debt maturities, the continued execution of our share repurchase program, our expected capital expenditures and new lease commitments, the expected compliance with debt covenants, the expected impact of new accounting pronouncements, our intentions regarding future dividends, the expected return on plan assets, the expected outcome of, and adequacy of our reserves for, claims, litigation and the resolution of tax matters, the expected impact of changes in information technology systems, and changes in our assumptions and expectations.
 
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, 2019, 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, 2019.
 

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Item 4. Controls and Procedures
 
Changes in Internal Control Over Financial Reporting
 
During the most recently completed fiscal quarter, the following change to our information technology systems materially affected, or is reasonably likely to materially affect, our internal control over financial reporting:
 
•
We are in the process of a broad multi-year migration of many mainframe-based systems and middleware products to a modern platform, including systems and processes supporting inventory and supply chain-related transactions.
  
During the most recently completed fiscal quarter, no other change in our internal control over financial reporting materially affected, or is 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 at the reasonable assurance level. 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.


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PART II. OTHER INFORMATION
 
Item 1. Legal Proceedings

No response is required under Item 103 of Regulation S-K, nor have there been any material developments for any previously reported legal proceedings.

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, 2019.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
On September 20, 2016, our Board of Directors authorized a $5 billion share repurchase program. We began repurchasing shares under this authorization during the fourth quarter of 2016. There is no stated expiration for the share repurchase program. Under the program, we have repurchased 56.4 million shares of common stock through August 3, 2019, at an average price of $70.46, for a total investment of $4.0 billion. The table below presents information with respect to Target common stock purchases made during the three months ended August 3, 2019, by Target or any "affiliated purchaser" of Target, as defined in Rule 10b-18(a)(3) under the Exchange Act.

Period
Total Number
of Shares
Purchased

 
Average
Price
Paid per
Share

 
Total Number of
Shares Purchased
as Part of Publicly Announced Programs

 
Dollar Value of
Shares that May
Yet Be Purchased
Under Publicly Announced Programs

May 5, 2019 through June 1, 2019
 
 
 
 
 
 
 
Open market and privately negotiated purchases
—

 
$
—

 
—

 
$
964,936,694

June 2, 2019 through July 6, 2019
 
 
 
 
 
 
 
April 2019 ASR (a)
1,235,450

 
80.21

 
1,235,450

 
1,025,219,743

July 7, 2019 through August 3, 2019
 
 
 
 
 
 
 
Open market and privately negotiated purchases (b)
20,000

 
41.13

 
20,000

 
1,024,397,045

Total
1,255,450

 
$
79.59

 
1,255,450

 
$
1,024,397,045

(a) 
Represents the incremental shares received upon final settlement of the accelerated share repurchase (ASR) agreement initiated in first quarter 2019.
(b) 
Represents shares retired through the partial settlement of a prepaid forward contract that was initiated in third quarter 2008.

Item 3. Defaults Upon Senior Securities
 
Not applicable.
 
Item 4. Mine Safety Disclosures
 
Not applicable.
 
Item 5. Other Information
 
Not applicable.


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Item 6.  Exhibits
(3)A
 
 
 
 
(3)B
 
 
 
 
(31)A
 
 
 
 
(31)B
 
 
 
 
(32)A
 
 
 
 
(32)B
 
 
 
 
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)A to the Registrant’s Form 8-K Report filed November 12, 2015.



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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: August 30, 2019
By:
 /s/ Cathy R. Smith
 
 
Cathy R. Smith
 
 
Executive Vice President and
 
 
Chief Financial Officer
 
 
(Duly Authorized Officer and
 
 
Principal Financial Officer)
 
 
 
 
 
 
/s/ Robert M. Harrison
 
 
 
Robert M. Harrison
 
 
 
Senior Vice President, Chief Accounting Officer
 
 
 
and Controller
 
 
 
 
 
 
 
 
 
 
 
 

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