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Target 10-Q 2008

 

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 August 2, 2008

 

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 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 $.0833, outstanding at August 27, 2008 were 754,657,931.

 


 

TARGET CORPORATION

 

TABLE OF CONTENTS

 

PART I

FINANCIAL INFORMATION

 

 

Item 1.

Financial Statements

 

 

 

 

Consolidated Statements of Operations

 

 

 

Consolidated Statements of Financial Position

 

 

 

Consolidated Statements of Cash Flows

 

 

 

Consolidated Statements of Shareholders’ Investment

 

 

 

Notes to Consolidated Financial Statements

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

Item 4.

Controls and Procedures

 

 

 

 

PART II

OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

Item 1A.

Risk Factors

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

Item 3.

Defaults Upon Senior Securities

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

Item 5.

Other Information

 

Item 6.

Exhibits

 

 

 

 

 

 

 

Signature

 

 

Exhibit Index

 

 

 



 

PART I.  FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

Consolidated Statements of Operations

 

 

Three Months Ended

 

Six Months Ended

 

 

 

August 2,

 

August 4,

 

August 2,

 

August 4,

 

(millions, except per share data) (unaudited)

 

2008

 

2007

 

2008

 

2007

 

Sales

 

$

14,971

 

$

14,167

 

$

29,273

 

$

27,790

 

Credit card revenues

 

501

 

453

 

1,001

 

871

 

Total revenues

 

15,472

 

14,620

 

30,274

 

28,661

 

Cost of sales

 

10,304

 

9,696

 

20,202

 

19,112

 

Selling, general and administrative expenses

 

3,153

 

3,071

 

6,190

 

5,934

 

Credit card expenses

 

347

 

182

 

620

 

351

 

Depreciation and amortization

 

448

 

404

 

884

 

796

 

Earnings before interest expense and income taxes

 

1,220

 

1,267

 

2,378

 

2,468

 

Interest expense, net

 

 

 

 

 

 

 

 

 

Nonrecourse debt collateralized by credit card receivables

 

48

 

30

 

67

 

57

 

Other interest expense

 

179

 

125

 

369

 

237

 

Interest income

 

(10

)

(1

)

(19

)

(4

)

Net interest expense

 

217

 

154

 

417

 

290

 

Earnings before income taxes

 

1,003

 

1,113

 

1,961

 

2,178

 

Provision for income taxes

 

369

 

427

 

724

 

841

 

Net earnings

 

$

634

 

$

686

 

$

1,237

 

$

1,337

 

Basic earnings per share

 

$

0.82

 

$

0.81

 

$

1.57

 

$

1.57

 

Diluted earnings per share

 

$

0.82

 

$

0.80

 

$

1.56

 

$

1.55

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

Basic

 

770.3

 

850.8

 

787.9

 

853.4

 

Diluted

 

773.9

 

857.4

 

791.8

 

860.1

 

 

See accompanying Notes to Consolidated Financial Statements.

 

1



 

Consolidated Statements of Financial Position

 

 

August 2,

 

February 2,

 

August 4,

 

(millions) (unaudited)

 

2008

 

2008

 

2007

 

Assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,527

 

$

2,450

 

$

555

 

Credit card receivables, net of allowance of $661, $570 and $509

 

7,980

 

8,054

 

6,397

 

Inventory

 

7,313

 

6,780

 

6,645

 

Other current assets

 

1,800

 

1,622

 

1,535

 

Total current assets

 

18,620

 

18,906

 

15,132

 

Property and equipment

 

 

 

 

 

 

 

Land

 

5,687

 

5,522

 

5,239

 

Buildings and improvements

 

19,511

 

18,329

 

16,483

 

Fixtures and equipment

 

4,031

 

3,858

 

3,516

 

Computer hardware and software

 

2,498

 

2,421

 

2,209

 

Construction-in-progress

 

1,851

 

1,852

 

2,848

 

Accumulated depreciation

 

(8,426

)

(7,887

)

(7,268

)

Property and equipment, net

 

25,152

 

24,095

 

23,027

 

Other noncurrent assets

 

1,368

 

1,559

 

1,307

 

Total assets

 

$

45,140

 

$

44,560

 

$

39,466

 

Liabilities and shareholders’ investment

 

 

 

 

 

 

 

Accounts payable

 

$

6,606

 

$

6,721

 

$

6,101

 

Accrued and other current liabilities

 

3,030

 

3,097

 

2,761

 

Unsecured debt and other borrowings

 

1,723

 

1,464

 

2,160

 

Nonrecourse debt collateralized by credit card receivables

 

-

 

500

 

-

 

Total current liabilities

 

11,359

 

11,782

 

11,022

 

Unsecured debt and other borrowings

 

12,465

 

13,226

 

8,252

 

Nonrecourse debt collateralized by credit card receivables

 

5,467

 

1,900

 

1,900

 

Deferred income taxes

 

534

 

470

 

408

 

Other noncurrent liabilities

 

1,858

 

1,875

 

1,930

 

Total noncurrent liabilities

 

20,324

 

17,471

 

12,490

 

Shareholders’ investment

 

 

 

 

 

 

 

Common stock

 

63

 

68

 

71

 

Additional paid-in capital

 

2,707

 

2,656

 

2,610

 

Retained earnings

 

10,861

 

12,761

 

13,451

 

Accumulated other comprehensive loss

 

(174

)

(178

)

(178

)

Total shareholders’ investment

 

13,457

 

15,307

 

15,954

 

Total liabilities and shareholders’ investment

 

$

45,140

 

$

44,560

 

$

39,466

 

Common shares outstanding

 

755.0

 

818.7

 

847.8

 

 

See accompanying Notes to Consolidated Financial Statements.

 

2



 

Consolidated Statements of Cash Flows

 

 

Six Months Ended

 

 

 

August 2,

 

August 4,

 

(millions) (unaudited)

 

2008

 

2007

 

Operating activities

 

 

 

 

 

Net earnings

 

$

1,237

 

$

1,337

 

Reconciliation to cash flow

 

 

 

 

 

Depreciation and amortization

 

884

 

796

 

Share-based compensation expense

 

37

 

42

 

Deferred income taxes

 

14

 

(65

)

Bad debt provision

 

437

 

182

 

Loss on disposal of property and equipment, net

 

24

 

35

 

Other non-cash items affecting earnings

 

106

 

61

 

Changes in operating accounts providing / (requiring) cash

 

 

 

 

 

Accounts receivable originated at Target

 

(150

)

(64

)

Inventory

 

(533

)

(391

)

Other current assets

 

(104

)

(125

)

Other noncurrent assets

 

(17

)

(12

)

Accounts payable

 

(115

)

(475

)

Accrued and other current liabilities

 

(179

)

(161

)

Other noncurrent liabilities

 

(47

)

43

 

Other

 

160

 

-

 

Cash flow provided by operations

 

1,754

 

1,203

 

Investing activities

 

 

 

 

 

Expenditures for property and equipment

 

(1,956

)

(2,363

)

Proceeds from disposal of property and equipment

 

17

 

16

 

Change in accounts receivable originated at third parties

 

(213

)

(321

)

Other investments

 

(53

)

(69

)

Cash flow required for investing activities

 

(2,205

)

(2,737

)

Financing activities

 

 

 

 

 

Change in commercial paper, net

 

-

 

1,586

 

Reductions of short-term notes payable

 

(500

)

-

 

Additions to long-term debt

 

3,557

 

1,900

 

Reductions of long-term debt

 

(503

)

(1,253

)

Dividends paid

 

(224

)

(205

)

Repurchase of stock

 

(2,815

)

(940

)

Stock option exercises and related tax benefit

 

21

 

195

 

Other

 

(8

)

(7

)

Cash flow (required for) / provided by financing activities

 

(472

)

1,276

 

Net decrease in cash and cash equivalents

 

(923

)

(258

)

Cash and cash equivalents at beginning of period

 

2,450

 

813

 

Cash and cash equivalents at end of period

 

$

1,527

 

$

555

 

 

Amounts presented herein are on a cash basis and therefore may differ from those shown in other sections of this Form 10-Q.  Consistent with the provisions of Statement of Financial Accounting Standards (SFAS) No. 95, “Statement of Cash Flows,” cash flows related to accounts receivable are classified as either an operating activity or an investing activity, depending on their origin.

 

See accompanying Notes to Consolidated Financial Statements.

 

3



 

Consolidated Statements of Shareholders’ Investment

 

 

 

 

 

 

 

 

 

 

Accumulated Other
Comprehensive
Income / (Loss)

 

 

 

(millions, except footnotes)

 

Common
Stock
Shares

 

Stock Par
Value

 

Additional
Paid-in
Capital

 

Retained
Earnings

 

Pension and
Other Benefit
Liability
Adjustments

 

Derivative
Instruments
and Other

 

Total

 

February 3, 2007

 

859.8

 

$

72

 

$

2,387

 

$

13,417

 

$

(247

)

$

4

 

$

15,633

 

Net earnings

 

-

 

-

 

-

 

2,849

 

-

 

-

 

2,849

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension and other benefit
liability adjustments, net
of taxes of $38

 

-

 

-

 

-

 

-

 

59

 

-

 

59

 

Unrealized losses on

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

cash flow hedges, net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

of taxes of $31

 

-

 

-

 

-

 

-

 

-

 

(48

)

(48

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

2,860

 

Cumulative effect of adopting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

new accounting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

pronouncements

 

-

 

-

 

-

 

(31

)

54

 

-

 

23

 

Dividends declared

 

-

 

-

 

-

 

(454

)

-

 

-

 

(454

)

Repurchase of stock

 

(46.2

)

(4

)

-

 

(2,689

)

-

 

-

 

(2,693

)

Premiums on call options

 

-

 

-

 

-

 

(331

)

-

 

-

 

(331

)

Stock options and awards

 

5.1

 

-

 

269

 

-

 

-

 

-

 

269

 

February 2, 2008

 

818.7

 

68

 

2,656

 

12,761

 

(134

)

(44

)

15,307

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

-

 

-

 

-

 

1,237

 

-

 

-

 

1,237

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

for gains recognized into

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

net earnings, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

of $1

 

-

 

-

 

-

 

-

 

4

 

-

 

4

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

1,241

 

Dividends declared

 

-

 

-

 

-

 

(231

)

-

 

-

 

(231

)

Repurchase of stock

 

(64.3

)

(5

)

-

 

(2,906

)

-

 

-

 

(2,911

)

Stock options and awards

 

0.6

 

-

 

51

 

-

 

-

 

-

 

51

 

August 2, 2008

 

755.0

 

$

63

 

$

2,707

 

$

10,861

 

$

(130

)

$

(44

)

$

13,457

 

 

Dividends declared per share were $0.16 and $0.14 for the three months ended August 2, 2008 and August 4, 2007, respectively, and $0.30 and $0.26 for the six months ended August 2, 2008 and August 4, 2007. For the fiscal year ended February 2, 2008, dividends declared per share were $0.54.

 

See accompanying Notes to Consolidated Financial Statements.

 

4



 

Notes to Consolidated Financial Statements

 

1.  Accounting Policies

 

The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statement disclosures contained in our 2007 Form 10-K. The same accounting policies are followed in preparing quarterly financial data as are followed in preparing annual data. In the opinion of management, all adjustments necessary for a fair statement 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.

 

During the first quarter of 2008 our Chief Executive Officer (CEO), Robert Ulrich, who was our chief operating decision maker (CODM) as defined in SFAS No. 131, “Disclosure about Segments of an Enterprise and Related Information” (SFAS 131), retired, and he was succeeded by Gregg Steinhafel. As a result of this change and in light of the anticipated sale of an undivided interest in approximately one-half of our credit card receivables, we reevaluated the provisions of SFAS 131. Based upon our review performed in the first quarter of 2008, we determined that we have two reportable segments, which reflects how our new CODM reviews our results in terms of allocating resources and assessing performance. These two reportable segments are based on our different products and services: Retail and Credit Card. As a result, prior period disclosures reflect the change in reportable segments. Refer to Note 11 for more information.

 

Our Retail Segment includes all of our merchandising operations, including our stores and our fully integrated online business. Our Credit Card Segment offers credit to qualified guests through our REDcard products, the Target Visa and the Target Card.

 

2.  New Accounting Pronouncements

 

Future adoptions

 

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (SFAS 141(R)), which changes the accounting for business combinations and their effects on the financial statements. SFAS 141(R) will be effective at the beginning of fiscal 2009. The adoption of this statement is not expected to materially affect our consolidated net earnings, cash flows or financial position.

 

In December 2007, the FASB issued SFAS No. 160, “Accounting and Reporting of Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (SFAS 160). SFAS 160 requires entities to report non-controlling interests in subsidiaries as equity in their consolidated financial statements. SFAS 160 will be effective at the beginning of fiscal 2009. The adoption of this statement is not expected to materially affect our consolidated net earnings, cash flows or financial position.

 

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). SFAS 161 requires enhanced disclosures about derivatives and hedging activities. SFAS 161 will be effective at the beginning of fiscal 2009. The adoption of this statement will not affect our consolidated net earnings, cash flows or financial position.

 

3.  Cost of Sales and Selling, General and Administrative Expenses

 

During the first quarter of 2008, we reviewed our Consolidated Statements of Operations cost classification policy, primarily related to distribution and other supply chain costs that were previously classified within Selling, General & Administrative Expenses (SG&A). The review was prompted by changes within our supply chain processes and infrastructure, primarily the opening of our own food distribution network. As a result of this review, we have reclassified certain costs within our Consolidated Statements of Operations. The most significant change is that distribution center costs are now presented within cost of sales, as opposed to SG&A. We have reclassified all prior periods to conform to the current year presentation.

 

5



 

The following table illustrates the primary costs classified in each major expense category:

 

Cost of Sales

 

Selling, General and Administrative Expenses

Total cost of products sold including:

·      Freight expenses associated with moving merchandise from our vendors to our distribution centers and our retail stores, and among our distribution and retail facilities

·      Vendor income that is not reimbursement of specific, incremental and identifiable costs

Inventory shrink

Markdowns

Shipping and handling expenses

Terms cash discount

Distribution center costs, including compensation and benefits costs

 

Compensation and benefit costs including:

·      Stores

·      Headquarters

Occupancy and operating costs of retail and headquarters facilities

Advertising, offset by vendor income that is a reimbursement of specific, incremental and identifiable costs

Pre-opening costs of stores and other facilities

Other administrative costs

The classification of these expenses varies across the retail industry.

 

4.  Earnings Per Share

 

Basic earnings per share (EPS) is net earnings divided by the weighted average number of common shares outstanding during the period. Diluted EPS includes the incremental shares assumed to be issued upon the exercise of stock options and the incremental shares assumed to be issued under performance share and restricted stock unit arrangements.

 

 

 

Basic EPS

 

Diluted EPS

 

 

Three Months Ended

 

Six Months Ended

 

Three Months Ended

 

Six Months Ended

 

 

Aug. 2,

 

Aug. 4,

 

Aug. 2,

 

Aug. 4,

 

Aug. 2,

 

Aug. 4,

 

Aug. 2,

 

Aug. 4,

 

(millions, except per share data)

 

2008

 

2007

 

2008

 

2007

 

2008

 

2007

 

2008

 

2007

 

Net earnings

 

$

634

 

$

686

 

$

1,237

 

$

1,337

 

$

634

 

$

686

 

$

1,237

 

$

1,337

 

Basic weighted average common

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

shares oustanding

 

770.3

 

850.8

 

787.9

 

853.4

 

770.3

 

850.8

 

787.9

 

853.4

 

Incremental stock options,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

performance share units and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

restricted stock units

 

-

 

-

 

-

 

-

 

3.6

 

6.6

 

3.9

 

6.7

 

Weighted average common

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

shares oustanding

 

770.3

 

850.8

 

787.9

 

853.4

 

773.9

 

857.4

 

791.8

 

860.1

 

Earnings per share

 

$

0.82

 

$

0.81

 

$

1.57

 

$

1.57

 

$

0.82

 

$

0.80

 

$

1.56

 

$

1.55

 

 

For the August 2, 2008 and August 4, 2007 computations, 10.2 million and 4.2 million stock options, respectively, were excluded from the calculation of weighted average shares for diluted EPS because their effects were antidilutive.

 

5.  Credit Card Receivables

 

Credit card receivables are recorded net of an allowance for expected losses. The allowance, recognized in an amount equal to anticipated future write-offs, was $661 million at August 2, 2008, $570 million at February 2, 2008 and $509 million at August 4, 2007. We estimate future write-offs based on delinquencies, risk scores, aging trends, industry risk trends and our historical experience. Substantially all accounts continue to accrue finance charges until they are written off. Total receivables past due ninety days or more and still accruing finance charges were $267 million at August 2, 2008, $235 million at February 2, 2008 and $159 million at August 4, 2007. Accounts are written off when they become 180 days past due.

 

As a method of providing funding for our accounts receivable, we sell on an ongoing basis all of our consumer credit card receivables to Target Receivables Corporation (TRC), a wholly owned, bankruptcy-remote subsidiary. TRC then transfers the receivables to the Target Credit Card Master Trust (the Trust), which from time to time will sell debt securities to third parties either directly or through a related trust. These debt securities represent undivided interests in the Trust assets. TRC uses the proceeds from the sale of debt securities and its share of collections on the receivables to pay the purchase price of the receivables to Target.

 

6



 

On May 19, 2008, we sold a 47 percent interest in our credit card receivables to an affiliate of JPMorgan Chase for approximately $3.6 billion. The sale is accounted for as a secured borrowing.  The accounting guidance for such transactions, SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (a replacement of SFAS No. 125),” requires the inclusion of the receivables within the trust and any debt securities issued by the trust or a related trust in our Consolidated Statements of Financial Position. Notwithstanding this accounting treatment, the receivables transferred to the trust are not available to general creditors of Target. Upon termination of the securitization program and repayment of all debt securities issued from time to time by the trust, or a related trust, any remaining assets could be distributed to Target in a liquidation of TRC.

 

6.  Contingencies

 

We are exposed to claims and litigation arising in the ordinary course of business and use various methods to resolve these matters in a manner that we believe serves the best interest of our shareholders and other constituents. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable liabilities. We do not believe that any of the currently identified claims or litigation will materially affect our results of operations, cash flows or financial condition.

 

7.  Debt and Derivative Financial Instruments
 

On May 19, 2008, TRC issued to an affiliate of JPMorgan Chase, through the Target Credit Card Owner Trust 2008-1, $3.8 billion of variable-rate debt backed by credit card receivables. Proceeds from this borrowing were $3.6 billion, and the debt had an effective interest rate of 4.7% at August 2, 2008.

 

We obtain short-term financing from time to time under our commercial paper program, a form of notes payable. There were no amounts outstanding under our commercial paper program at August 2, 2008 or February 2, 2008. Commercial paper notes payable totaled $1,586 million at August 4, 2007.

 

Our derivative instruments primarily consist of interest rate swaps that hedge the fair value of certain debt by effectively converting interest from a fixed rate to a floating rate. The majority of these instruments qualify for hedge accounting, and the associated assets and liabilities are recorded in the Consolidated Statements of Financial Position. The changes in market value of an interest rate swap, as well as the offsetting change in market value of the hedged debt, are recognized within earnings in the current period. Ineffectiveness would result when changes in the market value of the hedged debt were not completely offset by changes in the market value of the interest rate swap. At the end of the second quarter of 2008, we had four interest rate swaps designated as hedges of fixed rate borrowings, with aggregate notional amounts of $1,200 million, and there was no ineffectiveness recognized related to these swaps during the three and six months ended August 2, 2008 and August 4, 2007. At the end of the second quarter of 2008, we also held two $500 million notional amount interest rate swaps that were not designated as hedges.  During the quarter, we recorded a net mark-to-market loss of $2 million related to these swaps.

 

During the first quarter of 2008, we terminated interest rate swaps with a combined notional amount of  $3,125 million for cash proceeds of $160 million, which are classified within other operating cash flows in the Consolidated Statements of Cash Flows. Additionally, in lieu of terminating one other interest rate swap, we entered into an interest rate swap with a notional amount of $500 million that is intended to economically realize the value of the existing swap (these two swaps are referred to in the last sentence of the preceding paragraph). All of these previously existing swaps were designated as hedges, and concurrent with the first quarter 2008 transactions, we were required to stop making market value adjustments to the associated hedged debt. As a result of these transactions, the carrying value of each previously hedged borrowing, including the related mark-to-market valuation adjustment, is now being amortized to par value over its remaining life. During fiscal 2008, we expect to amortize approximately $49 million of these hedged debt valuation adjustments into earnings as a reduction of interest expense – $42 million related to the terminated interest rate swaps and $7 million related to the previously existing swap that is no longer being accounted for as a hedge. Of the $49 million reduction to interest expense that will be recorded in 2008, $14 million was recognized in the second quarter and $23 million was recognized during the six months ended August 2, 2008.

 

Unamortized hedged debt valuation gains from terminated and de-designated interest rate swaps totaled $221 million at August 2, 2008 and $16 million as of August 4, 2007.

 

In the first quarter of 2008, we adopted SFAS 157 for financial assets and liabilities. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value

 

7



 

measurements. For assets and liabilities measured at fair value on a recurring basis, the reporting entity must disclose information that enables users of its financial statements to assess the inputs used to develop those measurements.  Our interest rate swaps are recorded at fair value, and they are defined as Level 2 assets and liabilities because their fair value is measurable using inputs other than quoted prices that are observable (for example, interest rates and yield curves observable at commonly quoted intervals). At August 2, 2008, February 2, 2008 and August 4, 2007, interest rate swaps were outstanding in notional amounts totaling $2,200 million, $4,575 million and $4,575 million, respectively. The market value of these outstanding interest rate swaps were assets of $80 million at August 2, 2008 and $223 million at February 2, 2008 and a liability of $14 million at August 4, 2007.

 

8.  Income Taxes

 

We file a U.S. federal income tax return and income tax returns in various states and foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years before 1998.

 

We accrue for the effects of open uncertain tax positions and the related potential penalties and interest. There were no material adjustments to our recorded liability for unrecognized tax benefits during the three and six months ended August 2, 2008. It is reasonably possible that the amount of the unrecognized tax benefit with respect to certain of our unrecognized tax positions will increase or decrease during the next 12 months; however, we do not expect the change to have a significant effect on our consolidated results of operations or financial position.

 

9.  Share Repurchase

 

During the quarter ended August 2, 2008, we repurchased 33.8 million shares of our common stock, for a total cash investment of $1,668 million ($49.30 per share), and for the six months ended August 2, 2008, we repurchased 64.3 million shares of our common stock, for a total cash investment of $3,241 million ($50.37 per share). Included in the total cash investment in the three and six months ended August 2, 2008 were prior period cash outlays of $233 million and $372 million, respectively. Since the inception of our current share repurchase program, which began in the fourth quarter of 2007, we have repurchased 90.8 million shares of our common stock, for a total cash investment of $4,686 million ($51.61 per share).

 

Our share repurchases during the three and six months ended August 2, 2008 included 20 million and 30 million shares, respectively, that were acquired through the exercise of call options.

 

  Call Option Repurchase Details

 

 

 

Number of

 

 

 

(amounts per share)

 

Total Cost

 

  Series

 

Options Exercised

 

Exercise Date

 

Premium (a)

 

Strike Price

 

Total

 

(millions)

 

  Series I

 

10,000,000

 

April 2008

 

$11.04

 

$40.32

 

$51.36

 

$514

 

  Series II

 

10,000,000

 

May 2008

 

10.87

 

39.31

 

50.18

 

502

 

  Series III

 

10,000,000

 

June 2008

 

11.20

 

39.40

 

50.60

 

506

 

  Total

 

30,000,000

 

 

 

$11.04

 

$39.68

 

$50.71

 

$1,522

 

(a)Paid in January 2008.

 

In addition, at August 2, 2008, we held long positions in prepaid forward contracts for 2.5 million shares of our common stock, for a total cash investment of $140 million, or $54.91 per share.

 

10.  Pension, Postretirement Health Care and Other Benefits

 

We have qualified defined benefit pension plans covering all U.S. employees who meet age and service requirements. We also have unfunded, nonqualified pension plans for team members with qualified plan compensation restrictions. Benefits are provided based on years of service and team member compensation. Upon retirement, team members also become eligible for certain health care benefits if they meet minimum age and service requirements and agree to contribute a portion of the cost.

 

8



 

Net Pension Expense and Postretirement Healthcare Expense

 

 

 

 

Pension Benefits

 

Postretirement Health Care Benefits

 

 

 

Three Months Ended

 

Six Months Ended

 

Three Months Ended

 

Six Months Ended

 

(millions)

 

Aug. 2,
2008

 

Aug. 4,
2007

 

Aug. 2,
2008

 

Aug. 4,
2007

 

Aug. 2,
2008

 

Aug. 4,
2007

 

Aug. 2,
2008

 

Aug. 4,
2007

 

Service cost of benefits earned during the period

 

$

23 

 

$

24

 

$

46

 

$

49

 

$

1

 

$

1

 

$

2

 

$

2

 

Interest cost on projected benefit obligation

 

29

 

26

 

58

 

52

 

2

 

2

 

4

 

4

 

Expected return on assets

 

(40

)

(38

)

(80

)

(76

)

-

 

-

 

-

 

-

 

Recognized losses

 

4

 

9

 

8

 

19

 

-

 

-

 

-

 

-

 

Recognized prior service cost

 

(1

)

(1

)

(2

)

(2

)

-

 

-

 

-

 

-

 

Total

 

$

15

 

$

20

 

$

30

 

$

42

 

$

3

 

$

3

 

$

6

 

$

6

 

 

We also maintain nonqualified, unfunded deferred compensation plans for approximately 4,100 current and retired team members whose participation in our 401(k) plan is limited by statute or regulation. These team members choose from a menu of crediting rate alternatives that are the same as the investment choices in our 401(k) plan, including Target common stock. We credit an additional 2 percent per year to the accounts of all active participants who are not executive officers, in part to recognize the risks inherent to their participation in a plan of this nature. We also maintain a nonqualified, unfunded deferred compensation plan that was frozen during 1996, covering 14 current and 49 retired participants. In this plan, deferred compensation earns returns tied to market levels of interest rates plus an additional 6 percent return, with a minimum of 12 percent and a maximum of 20 percent, as determined by the plan’s terms.

 

We control some of our risk of offering the nonqualified plans through investing in vehicles that offset a substantial portion of our economic exposure to the returns of the plans. These investment vehicles include company owned life insurance on approximately 4,000 highly compensated team members who have given their consent to be insured and prepaid forward contracts in our own common stock. The fair value of these assets was as follows:

 

 

 

August 2,

 

February 2,

 

August 4,

 

(millions)

 

2008

 

2008

 

2007

 

Company owned life insurance (a)

 

$528

 

$578

 

$583

 

Prepaid forward contracts (b)

 

111

 

128

 

127

 

Total

 

$639

 

$706

 

$710

 

(a)Company owned life insurance investments largely comprise investments in index funds and other investments. The values of these investments are determined based upon quoted market prices (Level 1 assets as defined by SFAS 157).  Amounts are presented net of loans that are secured by some of these policies of $407 million, $379 million, and $359 million for the periods ended August 2, 2008, February 2, 2008 and August 4, 2007, respectively.

(b) The values of prepaid forward contracts are determined by reference to the market prices of Target common stock (Level 2 assets as defined by SFAS 157).

 

All of these investments are general corporate assets that are marked-to-market with the related gains and losses recognized in the Consolidated Statements of Operations in the period they occur. The gains and losses recognized on these investments effectively offset the gains and losses associated with the returns earned by participants in our deferred compensation plans. These amounts include the change in fair value of the prepaid forward contracts indexed to our own common stock recorded in earnings as a pre-tax gain/(loss) of $(26) million and $15 million for the three months ended August 2, 2008 and August 4, 2007, respectively, and a pre-tax gain/(loss) of $(30) million and $6 million for the six months ended August 2, 2008 and August 4, 2007, respectively. For the six months ended August 2, 2008 and August 4, 2007, we invested approximately $112 million and $63 million, respectively, in prepaid forward contracts in our own common stock, and these investments are included in the Consolidated Statement 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.

 

11.       Segment Reporting

 

Prior to 2008, we operated as a single business segment. As described in Note 1, the change in our chief operating decision maker has resulted in a change to our reportable segments.

 

The accounting policies of the operating segments are the same as those described in Note 1.

 

9



 

Our measure of segment profitability for each segment is a measure that management considers analytically useful in measuring the return we are achieving on our investment in each segment.

 

Business Segment Results

 

Three Months Ended Aug. 2, 2008

 

Three Months Ended Aug. 4, 2007

 

 

 

 

 

Credit

 

 

 

 

 

Credit

 

 

 

(millions)

 

Retail

 

Card

 

Total

 

Retail

 

Card

 

Total

 

Sales/Credit card revenues

 

$

14,971

 

$

501

 

$

15,472

 

$

14,167

 

$

453

 

$

14,620

 

Cost of sales

 

10,304

 

-

 

10,304

 

9,696

 

-

 

9,696

 

Bad debt expense

 

-

 

256

 

256

 

-

 

95

 

95

 

SG&A expenses (a)

 

3,126

 

118

 

3,244

 

3,046

 

112

 

3,158

 

Depreciation and amortization

 

443

 

5

 

448

 

401

 

3

 

404

 

Earnings before interest expense and

 

 

 

 

 

 

 

 

 

 

 

 

 

income taxes

 

1,098

 

122

 

1,220

 

1,024

 

243

 

1,267

 

Interest expense on nonrecourse debt

 

 

 

 

 

 

 

 

 

 

 

 

 

collateralized by credit card receivables

 

-

 

48

 

48

 

-

 

30

 

30

 

Segment profitability

 

$

1,098

 

$

74

 

 

1,172

 

$

1,024

 

$

213

 

 

1,237

 

Unallocated (income) and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Other interest expense

 

 

 

 

 

179

 

 

 

 

 

125

 

Interest income

 

 

 

 

 

 

(10

)

 

 

 

 

 

(1

)

Earnings before income taxes

 

 

 

 

 

 

$

1,003

 

 

 

 

 

 

$

1,113

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) New account and loyalty rewards redeemed by our guests reduce reported sales. Our Retail Segment charges the cost of these discounts to our Credit Card Segment, and the reimbursements of $27 million in the second quarter of 2008 and $25 million in the second quarter of 2007 are recorded as a reduction to SG&A expenses within the Retail Segment and an increase to SG&A expenses within the Credit Card Segment.

 

Business Segment Results

 

Six Months Ended Aug. 2, 2008

 

Six Months Ended Aug. 4, 2007

 

 

 

 

 

Credit

 

 

 

 

 

Credit

 

 

 

(millions)

 

Retail

 

Card

 

Total

 

Retail

 

Card

 

Total

 

Sales/Credit card revenues

 

$

29,273

 

$

1,001

 

$

30,274

 

$

27,790

 

$

871

 

$

28,661

 

Cost of sales

 

20,202

 

-

 

20,202

 

19,112

 

-

 

19,112

 

Bad debt expense

 

-

 

437

 

437

 

-

 

182

 

182

 

SG&A expenses (a)

 

6,139

 

234

 

6,373

 

5,885

 

218

 

6,103

 

Depreciation and amortization

 

876

 

8

 

884

 

788

 

8

 

796

 

Earnings before interest expense and

 

 

 

 

 

 

 

 

 

 

 

 

 

income taxes

 

2,056

 

322

 

2,378

 

2,005

 

463

 

2,468

 

Interest expense on nonrecourse debt

 

 

 

 

 

 

 

 

 

 

 

 

 

collateralized by credit card receivables

 

-

 

67

 

67

 

-

 

57

 

57

 

Segment profitability

 

$

2,056

 

$

255

 

 

2,311

 

$

2,005

 

$

406

 

 

2,411

 

Unallocated (income) and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Other interest expense

 

 

 

 

 

369

 

 

 

 

 

237

 

Interest income

 

 

 

 

 

(19

)

 

 

 

 

(4

)

Earnings before income taxes

 

 

 

 

 

$

1,961

 

 

 

 

 

 

$

2,178

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) New account and loyalty rewards redeemed by our guests reduce reported sales. Our Retail Segment charges the cost of these discounts to our Credit Card Segment, and the reimbursements of $51 million in the first half of 2008 and $49 million in the first half of 2007 are recorded as a reduction to SG&A expenses within the Retail Segment and an increase to SG&A expenses within the Credit Card Segment.

 

Total Assets by Segment

 

August 2, 2008

 

February 2, 2008

 

August 4, 2007

 

 

 

 

 

Credit

 

 

 

 

 

Credit

 

 

 

 

 

Credit

 

 

 

(millions)

 

Retail

 

Card

 

Total

 

Retail

 

Card

 

Total

 

Retail

 

Card

 

Total

 

Total assets

 

$

36,983

 

$

8,157

 

$

45,140

 

$

36,306

 

$

8,254

 

$

44,560

 

$

32,895

 

$

6,571

 

$

39,466

 

 

Substantially all of our revenues are generated in, and long-lived assets are located in, the United States.

 

10



 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Analysis of Results of Operations

 

Total revenues for the three and six months ended August 2, 2008 were $15,472 million and $30,274 million, respectively, compared with $14,620 million and $28,661 million, respectively, for the same periods last year, an increase of 5.8 percent and 5.6 percent, respectively.

 

Net earnings for the three and six months ended August 2, 2008 were $634 million, or $0.82 per share, and $1,237 million and $1.56 per share, respectively, compared with $686 million, or $.80 per share, and $1,337 million and $1.55 per share, respectively, for the same periods last year. All earnings per share figures refer to diluted earnings per share.

 

As described in Notes 1 and 11, we changed our reportable business segments in the first quarter of 2008. Additionally, as described in Note 3, we changed our cost classification policy with respect to certain supply chain costs.

 

Retail Segment

 

Retail Segment Results

 

Three Months Ended

 

Six Months Ended

 

 

 

August 2,

 

August 4,

 

August 2,

 

August 4,

 

(millions)

 

2008

 

2007

 

2008

 

2007

 

Sales

 

$

14,971

 

$

14,167

 

$

29,273

 

$

27,790

 

Cost of sales

 

10,304

 

9,696

 

20,202

 

19,112

 

Gross margin

 

4,667

 

4,471

 

9,071

 

8,678

 

SG&A expenses (a)

 

3,126

 

3,046

 

6,139

 

5,885

 

EBITDA

 

1,541

 

1,425

 

2,932

 

2,793

 

Depreciation and amortization

 

443

 

401

 

876

 

788

 

EBIT

 

$

1,098

 

$

1,024

 

$

2,056

 

$

2,005

 

EBITDA is earnings before interest expense, income taxes, depreciation and amortization.

EBIT is earnings before interest expense and income taxes.

(a) New account and loyalty rewards redeemed by our guests reduce reported sales. Our Retail Segment charges the cost of these discounts to our Credit Card Segment, and the reimbursements of $27 million and $51 million for the three and six months ended August 2, 2008, respectively, and $25 million and $49 million for the three and six months ended August 4, 2007, respectively, are recorded as a reduction to SG&A expenses within the Retail Segment.

 

Retail Segment Rate Analysis

 

Three Months Ended

 

Six Months Ended

 

 

 

August 2,

 

August 4,

 

August 2,

 

August 4,

 

 

 

2008

 

2007

 

2008

 

2007

 

Gross margin rate

 

31.2%

 

31.6%

 

31.0%

 

31.2%

 

SG&A expense rate

 

20.9%

 

21.5%

 

21.0%

 

21.2%

 

EBITDA margin rate

 

10.3%

 

10.1%

 

10.0%

 

10.0%

 

Depreciation and amortization expense rate

 

3.0%

 

2.8%

 

3.0%

 

2.8%

 

EBIT margin rate

 

7.3%

 

7.2%

 

7.0%

 

7.2%

 

 

Comparable-Store Sales

 

Three Months Ended

 

Six Months Ended

 

 

 

August 2,

 

August 4,

 

August 2,

 

August 4,

 

 

 

2008

 

2007

 

2008

 

2007

 

Comparable-store sales

 

(0.4)%

 

4.9%

 

(0.6)%

 

4.6%

 

Comparable-store sales increases or decreases are calculated by comparing sales in current year periods with comparable prior fiscal-year periods of equivalent length. The method of calculating comparable-store sales varies across the retail industry.

 

11



 

Sales

 

Sales include merchandise sales, net of expected returns, from our stores and our online business, as well as gift card breakage. Comparable-store sales are sales from our online business and sales from general merchandise and SuperTarget stores open longer than one year, including:

·

 

sales from stores that have been remodeled or expanded while remaining open

·

 

sales from stores that have been relocated to new buildings of the same format within the same trade area, in which the new store opens at about the same time as the old store closes

Comparable-store sales do not include:

·

 

sales from general merchandise stores that have been converted, or relocated within the same trade area, to a SuperTarget store format

·

 

sales from stores that were intentionally closed to be remodeled, expanded or reconstructed

 

Total sales for the Retail Segment for the quarter were $14,971 million, compared with $14,167 million for the same period a year ago, an increase of 5.7% percent. For the six month period ending August 2, 2008, total sales for the Retail Segment were $29,273 million, compared with $27,790 million for the same period a year ago, an increase of 5.3 percent. Total sales growth in the Retail Segment was attributable to the contribution of new stores, somewhat offset by a 0.4 percent and 0.6 percent decline in comparable-store sales for the quarter and year-to-date periods, respectively.

 

Gross Margin Rate

 

Gross margin rate represents gross margin (sales less cost of sales) as a percentage of sales. See Note 3 for a description of expenses included in cost of sales. In the second quarter of 2008, our gross margin rate was 31.2 percent compared with 31.6 percent in the same period last year. For the six months ended August 2, 2008, our gross margin rate was 31.0 percent compared with 31.2 percent in the same period last year. Our gross margin rate was adversely affected by mix, as sales of our lower margin consumable and commodity categories outpaced sales in our higher margin apparel and home categories.  The magnitude of this mix impact was partially offset by higher gross margin rates within categories across our assortment.

 

Selling, General and Administrative Expense Rate

 

Our selling, general and administrative (SG&A) expense rate represents SG&A expenses as a percentage of sales. See Note 3 for a description of expenses included in SG&A expense. SG&A expenses exclude depreciation and amortization. In the second quarter of 2008, our SG&A expense rate was 20.9 percent compared with 21.5 percent in the same period last year. For the six months ended August 2, 2008, our SG&A rate was 21.0 percent compared with 21.2 percent in the same period last year. During the second quarter and year-to-date periods, continued productivity gains in our stores and disciplined control of expenses across the company contributed to these expense rate improvements. Additionally, the second quarter of 2008 SG&A expense rate benefited from the timing of the occurrence of certain expenses in each year.

 

Depreciation and Amortization Expense Rate

 

Our depreciation and amortization expense rate represents depreciation and amortization expense as a percentage of sales. For the three and six months ended in the second quarter of 2008, our depreciation and amortization expense rate was 3.0 percent compared with 2.8 percent for the same periods last year.  The rate unfavorability was due to sales growing at a slower pace than capital expenditures.

 

12



 

Store Data

 

During the quarter, we opened 43 new stores, including 30 general merchandise stores (22 net of store closings) and 13 SuperTarget stores.

 

Number of Stores and Retail

 

Number of Stores

 

Retail Square Feet(a)

 

Square Feet

 

Aug. 2,

 

Feb. 2,

 

Aug. 4,

 

Aug. 2,

 

Feb. 2,

 

Aug. 4,

 

 

 

2008

 

2008

 

2007

 

2008

 

2008

 

2007

 

Target general merchandise stores

 

1,417

 

1,381

 

1,345

 

176,171

 

170,858

 

165,672

 

SuperTarget stores

 

231

 

210

 

192

 

40,828

 

37,087

 

33,890

 

Total

 

1,648

 

1,591

 

1,537

 

216,999

 

207,945

 

199,562

 

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

 

Credit Card Segment

 

We offer credit to qualified guests through our REDcard products, the Target Visa and the Target Card. Our credit card program strategically supports our core retail operations and remains an important contributor to our overall profitability. Our credit card revenues are comprised of finance charges, late fees and other revenues. The substantial majority of credit card receivables earn finance charge revenues at rates tied to the Prime Rate. In addition, we receive fees from merchants who accept the Target Visa credit card.

 

Credit Card Segment Results

 

Three Months Ended

 

Six Months Ended

 

 

 

August 2,

 

August 4,

 

August 2,

 

August 4,

 

(millions)

 

2008

 

2007

 

2008

 

2007

 

Finance charge revenue

 

$

340

 

$

305

 

$