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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 October 29, 2022
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
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)
612-304-6073
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common stock, par value $0.0833 per share |
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TGT |
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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, a
smaller reporting company, or an emerging growth company. See the
definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule
12b-2 of the Exchange Act.
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Large accelerated filer |
☒ |
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Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
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Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
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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 ☒
Total shares of common stock, par value $0.0833, outstanding
at
November 18, 2022,
were 460,310,088.
TARGET CORPORATION
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
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Consolidated Statements of Operations |
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Three Months Ended |
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Nine Months Ended |
(millions, except per share data) (unaudited) |
October 29, 2022 |
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October 30, 2021 |
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October 29, 2022 |
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October 30, 2021 |
Sales |
$ |
26,122 |
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$ |
25,290 |
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$ |
76,605 |
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$ |
73,995 |
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Other revenue |
396 |
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362 |
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1,120 |
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1,014 |
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Total revenue |
26,518 |
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25,652 |
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77,725 |
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75,009 |
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Cost of sales |
19,680 |
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18,206 |
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58,283 |
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52,202 |
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Selling, general and administrative expenses |
5,219 |
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4,859 |
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14,983 |
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14,217 |
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Depreciation and amortization (exclusive of depreciation included
in cost of sales) |
597 |
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577 |
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1,770 |
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1,739 |
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Operating income |
1,022 |
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2,010 |
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2,689 |
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6,851 |
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Net interest expense |
125 |
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105 |
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349 |
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317 |
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Net other (income) / expense |
(12) |
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(6) |
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(35) |
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(356) |
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Earnings before income taxes |
909 |
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1,911 |
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2,375 |
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6,890 |
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Provision for income taxes |
197 |
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423 |
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471 |
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1,488 |
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Net earnings |
$ |
712 |
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$ |
1,488 |
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$ |
1,904 |
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$ |
5,402 |
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Basic earnings per share |
$ |
1.55 |
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$ |
3.07 |
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$ |
4.11 |
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$ |
10.97 |
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Diluted earnings per share |
$ |
1.54 |
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$ |
3.04 |
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$ |
4.09 |
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$ |
10.87 |
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Weighted average common shares outstanding |
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Basic |
460.3 |
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484.8 |
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462.6 |
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492.2 |
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Diluted |
462.5 |
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489.4 |
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465.3 |
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496.8 |
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Antidilutive shares |
1.3 |
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— |
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1.1 |
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— |
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TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
1
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Consolidated Statements of Comprehensive Income |
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Three Months Ended |
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Nine Months Ended |
(millions) (unaudited) |
October 29, 2022 |
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October 30, 2021 |
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October 29, 2022 |
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October 30, 2021 |
Net earnings |
$ |
712 |
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$ |
1,488 |
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$ |
1,904 |
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$ |
5,402 |
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Other comprehensive income, net of tax |
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Pension benefit liabilities |
11 |
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21 |
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33 |
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63 |
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Cash flow hedges and currency translation adjustment |
150 |
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5 |
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312 |
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6 |
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Other comprehensive income |
161 |
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26 |
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345 |
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69 |
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Comprehensive income |
$ |
873 |
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$ |
1,514 |
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$ |
2,249 |
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$ |
5,471 |
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TARGET CORPORATION |
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Q3 2022 Form 10-Q |
2
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Consolidated Statements of Financial Position |
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(millions, except footnotes) (unaudited) |
October 29,
2022 |
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January 29,
2022 |
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October 30,
2021 |
Assets |
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Cash and cash equivalents |
$ |
954 |
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$ |
5,911 |
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$ |
5,753 |
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Inventory |
17,117 |
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13,902 |
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14,958 |
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Other current assets |
2,322 |
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1,760 |
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1,865 |
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Total current assets |
20,393 |
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21,573 |
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22,576 |
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Property and equipment |
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Land |
6,214 |
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6,164 |
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6,146 |
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Buildings and improvements |
34,279 |
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32,985 |
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32,478 |
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Fixtures and equipment |
7,184 |
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6,407 |
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6,144 |
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Computer hardware and software |
2,899 |
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2,505 |
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2,447 |
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Construction-in-progress |
2,358 |
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1,257 |
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1,302 |
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Accumulated depreciation |
(22,013) |
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(21,137) |
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(20,602) |
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Property and equipment, net |
30,921 |
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28,181 |
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27,915 |
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Operating lease assets |
2,596 |
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2,556 |
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2,539 |
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Other noncurrent assets |
1,705 |
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1,501 |
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1,381 |
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Total assets |
$ |
55,615 |
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$ |
53,811 |
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$ |
54,411 |
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Liabilities and shareholders’ investment |
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Accounts payable |
$ |
15,438 |
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$ |
15,478 |
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$ |
16,250 |
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Accrued and other current liabilities |
6,138 |
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6,098 |
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5,925 |
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Current portion of long-term debt and other borrowings |
2,207 |
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171 |
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1,176 |
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Total current liabilities |
23,783 |
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21,747 |
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23,351 |
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Long-term debt and other borrowings |
14,237 |
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13,549 |
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11,586 |
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Noncurrent operating lease liabilities |
2,590 |
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2,493 |
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2,494 |
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Deferred income taxes |
2,240 |
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1,566 |
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1,246 |
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Other noncurrent liabilities |
1,746 |
|
|
1,629 |
|
|
1,931 |
|
Total noncurrent liabilities |
20,813 |
|
|
19,237 |
|
|
17,257 |
|
Shareholders’ investment |
|
|
|
|
|
Common stock |
38 |
|
|
39 |
|
|
40 |
|
Additional paid-in capital |
6,558 |
|
|
6,421 |
|
|
6,381 |
|
Retained earnings |
4,631 |
|
|
6,920 |
|
|
8,069 |
|
Accumulated other comprehensive loss |
(208) |
|
|
(553) |
|
|
(687) |
|
Total shareholders’ investment |
11,019 |
|
|
12,827 |
|
|
13,803 |
|
Total liabilities and shareholders’ investment |
$ |
55,615 |
|
|
$ |
53,811 |
|
|
$ |
54,411 |
|
Common Stock
Authorized 6,000,000,000 shares, $0.0833 par value; 460,297,654,
471,274,073 and 480,905,493 shares issued and outstanding as of
October 29, 2022, January 29, 2022, and October 30,
2021, respectively.
Preferred Stock
Authorized 5,000,000 shares, $0.01 par value; no shares were issued
or outstanding during any period presented.
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows |
|
|
|
|
|
Nine Months Ended |
|
(millions) (unaudited) |
October 29, 2022 |
|
October 30, 2021 |
|
Operating activities |
|
|
|
|
Net earnings |
$ |
1,904 |
|
|
$ |
5,402 |
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net earnings to cash provided by operating
activities: |
|
|
|
|
Depreciation and amortization |
2,004 |
|
|
1,952 |
|
|
Share-based compensation expense |
177 |
|
|
187 |
|
|
Deferred income taxes |
548 |
|
|
233 |
|
|
Gain on Dermstore sale |
— |
|
|
(335) |
|
|
|
|
|
|
|
Noncash losses
/
(gains) and other, net
|
141 |
|
|
18 |
|
|
Changes in operating accounts: |
|
|
|
|
Inventory |
(3,215) |
|
|
(4,305) |
|
|
Other assets |
(205) |
|
|
(117) |
|
|
Accounts payable |
(224) |
|
|
3,284 |
|
|
Accrued and other liabilities |
(578) |
|
|
(722) |
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by operating activities |
552 |
|
|
5,597 |
|
|
Investing activities |
|
|
|
|
Expenditures for property and equipment |
(4,323) |
|
|
(2,483) |
|
|
Proceeds from disposal of property and equipment |
4 |
|
|
23 |
|
|
Proceeds from Dermstore sale |
— |
|
|
356 |
|
|
Other investments |
16 |
|
|
14 |
|
|
Cash required for investing activities |
(4,303) |
|
|
(2,090) |
|
|
Financing activities |
|
|
|
|
Change in commercial paper, net |
2,104 |
|
|
— |
|
|
Additions to long-term debt |
991 |
|
|
— |
|
|
Reductions of long-term debt |
(139) |
|
|
(112) |
|
|
Dividends paid |
(1,339) |
|
|
(1,116) |
|
|
Repurchase of stock |
(2,825) |
|
|
(5,042) |
|
|
|
|
|
|
|
Stock option exercises |
2 |
|
|
5 |
|
|
Cash required for financing activities |
(1,206) |
|
|
(6,265) |
|
|
Net decrease in cash and cash equivalents |
(4,957) |
|
|
(2,758) |
|
|
Cash and cash equivalents at beginning of period |
5,911 |
|
|
8,511 |
|
|
Cash and cash equivalents at end of period |
$ |
954 |
|
|
$ |
5,753 |
|
|
Supplemental information |
|
|
|
|
Leased assets obtained in exchange for new finance lease
liabilities |
$ |
116 |
|
|
$ |
234 |
|
|
Leased assets obtained in exchange for new operating lease
liabilities |
203 |
|
|
482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
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 |
January 30, 2021 |
500.9 |
|
|
$ |
42 |
|
|
$ |
6,329 |
|
|
$ |
8,825 |
|
|
$ |
(756) |
|
|
$ |
14,440 |
|
Net earnings |
— |
|
|
— |
|
|
— |
|
|
2,097 |
|
|
— |
|
|
2,097 |
|
Other comprehensive income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
31 |
|
|
31 |
|
Dividends declared |
— |
|
|
— |
|
|
— |
|
|
(343) |
|
|
— |
|
|
(343) |
|
Repurchase of stock |
(6.1) |
|
|
(1) |
|
|
— |
|
|
(1,207) |
|
|
— |
|
|
(1,208) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options and awards |
1.3 |
|
|
— |
|
|
(58) |
|
|
— |
|
|
— |
|
|
(58) |
|
May 1, 2021 |
496.1 |
|
|
$ |
41 |
|
|
$ |
6,271 |
|
|
$ |
9,372 |
|
|
$ |
(725) |
|
|
$ |
14,959 |
|
Net earnings |
— |
|
|
— |
|
|
— |
|
|
1,817 |
|
|
— |
|
|
1,817 |
|
Other comprehensive income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
12 |
|
|
12 |
|
Dividends declared |
— |
|
|
— |
|
|
— |
|
|
(445) |
|
|
— |
|
|
(445) |
|
Repurchase of stock |
(6.6) |
|
|
— |
|
|
— |
|
|
(1,544) |
|
|
— |
|
|
(1,544) |
|
Stock options and awards |
0.2 |
|
|
— |
|
|
61 |
|
|
— |
|
|
— |
|
|
61 |
|
July 31, 2021 |
489.7 |
|
|
$ |
41 |
|
|
$ |
6,332 |
|
|
$ |
9,200 |
|
|
$ |
(713) |
|
|
$ |
14,860 |
|
Net earnings |
— |
|
|
— |
|
|
— |
|
|
1,488 |
|
|
— |
|
|
1,488 |
|
Other comprehensive income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
26 |
|
|
26 |
|
Dividends declared |
— |
|
|
— |
|
|
— |
|
|
(439) |
|
|
— |
|
|
(439) |
|
Repurchase of stock |
(8.8) |
|
|
(1) |
|
|
— |
|
|
(2,180) |
|
|
— |
|
|
(2,181) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options and awards |
— |
|
|
— |
|
|
49 |
|
|
— |
|
|
— |
|
|
49 |
|
October 30, 2021 |
480.9 |
|
|
$ |
40 |
|
|
$ |
6,381 |
|
|
$ |
8,069 |
|
|
$ |
(687) |
|
|
$ |
13,803 |
|
Net earnings |
— |
|
|
— |
|
|
— |
|
|
1,544 |
|
|
— |
|
|
1,544 |
|
Other comprehensive income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
134 |
|
|
134 |
|
Dividends declared |
— |
|
|
— |
|
|
— |
|
|
(428) |
|
|
— |
|
|
(428) |
|
Repurchase of stock |
(9.8) |
|
|
(1) |
|
|
— |
|
|
(2,265) |
|
|
— |
|
|
(2,266) |
|
Stock options and awards |
0.2 |
|
|
— |
|
|
40 |
|
|
— |
|
|
— |
|
|
40 |
|
January 29, 2022 |
471.3 |
|
|
$ |
39 |
|
|
$ |
6,421 |
|
|
$ |
6,920 |
|
|
$ |
(553) |
|
|
$ |
12,827 |
|
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
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 |
January 29, 2022 |
471.3 |
|
|
$ |
39 |
|
|
$ |
6,421 |
|
|
$ |
6,920 |
|
|
$ |
(553) |
|
|
$ |
12,827 |
|
Net earnings |
— |
|
|
— |
|
|
— |
|
|
1,009 |
|
|
— |
|
|
1,009 |
|
Other comprehensive income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
201 |
|
|
201 |
|
Dividends declared |
— |
|
|
— |
|
|
— |
|
|
(426) |
|
|
— |
|
|
(426) |
|
Repurchase of stock |
(0.1) |
|
|
— |
|
|
— |
|
|
(10) |
|
|
— |
|
|
(10) |
|
Accelerated share repurchase pending final settlement |
(8.9) |
|
|
(1) |
|
|
(751) |
|
|
(1,998) |
|
|
— |
|
|
(2,750) |
|
Stock options and awards |
1.4 |
|
|
1 |
|
|
(78) |
|
|
— |
|
|
— |
|
|
(77) |
|
April 30, 2022 |
463.7 |
|
|
$ |
39 |
|
|
$ |
5,592 |
|
|
$ |
5,495 |
|
|
$ |
(352) |
|
|
$ |
10,774 |
|
Net earnings |
— |
|
|
— |
|
|
— |
|
|
183 |
|
|
— |
|
|
183 |
|
Other comprehensive income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(17) |
|
|
(17) |
|
Dividends declared |
— |
|
|
— |
|
|
— |
|
|
(502) |
|
|
— |
|
|
(502) |
|
Repurchase of stock |
(3.6) |
|
|
(1) |
|
|
870 |
|
|
(755) |
|
|
— |
|
|
114 |
|
Stock options and awards |
0.1 |
|
|
— |
|
|
40 |
|
|
— |
|
|
— |
|
|
40 |
|
July 31, 2022 |
460.2 |
|
|
$ |
38 |
|
|
$ |
6,502 |
|
|
$ |
4,421 |
|
|
$ |
(369) |
|
|
$ |
10,592 |
|
Net earnings |
— |
|
|
— |
|
|
— |
|
|
712 |
|
|
— |
|
|
712 |
|
Other comprehensive income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
161 |
|
|
161 |
|
Dividends declared |
— |
|
|
— |
|
|
— |
|
|
(502) |
|
|
— |
|
|
(502) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options and awards |
0.1 |
|
|
— |
|
|
56 |
|
|
— |
|
|
— |
|
|
56 |
|
October 29, 2022 |
460.3 |
|
|
$ |
38 |
|
|
$ |
6,558 |
|
|
$ |
4,631 |
|
|
$ |
(208) |
|
|
$ |
11,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We declared $1.08 and $0.90 dividends per share for the three
months ended October 29, 2022, and October 30, 2021, and
$3.38 per share for the fiscal year ended January 29,
2022.
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
6
|
|
|
|
|
|
|
|
|
|
|
FINANCIAL STATEMENTS |
|
|
INDEX |
|
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
7
|
|
|
|
|
|
|
|
|
|
|
FINANCIAL STATEMENTS |
|
|
NOTES |
|
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 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 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 2021
Form 10-K.
We use the same accounting policies in preparing quarterly and
annual financial statements.
We operate as a single segment that is 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. Dermstore Sale
In February 2021, we sold our wholly owned subsidiary Dermstore LLC
(Dermstore) for $356 million in cash and recognized a
$335 million pretax gain, which is included in Net Other
(Income) / Expense. Dermstore represented less than 1 percent of
our consolidated revenues, operating income and net
assets.
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
8
|
|
|
|
|
|
|
|
|
|
|
FINANCIAL STATEMENTS |
|
|
NOTES |
|
3. Revenues
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 |
|
Nine Months Ended |
(millions) |
October 29, 2022 |
|
October 30, 2021 |
|
October 29, 2022 |
|
October 30, 2021 |
Apparel and accessories
(a)
|
$ |
4,367 |
|
|
$ |
4,364 |
|
|
$ |
13,223 |
|
|
$ |
13,384 |
|
Beauty and household essentials
(b)
|
7,465 |
|
|
6,980 |
|
|
21,726 |
|
|
20,070 |
|
Food and beverage
(c)
|
5,748 |
|
|
5,074 |
|
|
16,521 |
|
|
14,617 |
|
Hardlines
(d)
|
3,665 |
|
|
3,841 |
|
|
11,244 |
|
|
11,654 |
|
Home furnishings and décor
(e)
|
4,832 |
|
|
4,989 |
|
|
13,750 |
|
|
14,147 |
|
Other |
45 |
|
|
42 |
|
|
141 |
|
|
123 |
|
Sales |
26,122 |
|
|
25,290 |
|
|
76,605 |
|
|
73,995 |
|
|
|
|
|
|
|
|
|
Credit card profit sharing |
184 |
|
|
184 |
|
|
550 |
|
|
527 |
|
Other |
212 |
|
|
178 |
|
|
570 |
|
|
487 |
|
Other revenue |
396 |
|
|
362 |
|
|
1,120 |
|
|
1,014 |
|
|
|
|
|
|
|
|
|
Total revenue |
$ |
26,518 |
|
|
$ |
25,652 |
|
|
$ |
77,725 |
|
|
$ |
75,009 |
|
(a)Includes
apparel for women, men, boys, girls, toddlers, infants and
newborns, as well as jewelry, accessories, and shoes.
(b)Includes
beauty and personal care, baby gear, cleaning, paper products, and
pet supplies.
(c)Includes
dry grocery, dairy, frozen food, beverages, candy, snacks, deli,
bakery, meat, produce, and food service in our stores.
(d)Includes
electronics (including video game hardware and software), toys,
entertainment, sporting goods, and luggage.
(e)Includes
furniture, lighting, storage, kitchenware, small appliances, home
décor, bed and bath, home improvement, school/office supplies,
greeting cards and party supplies, and other seasonal
merchandise.
Merchandise sales —
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 October 29, 2022, January 29, 2022,
and October 30, 2021, the accrual for estimated returns was
$209 million, $165 million, and $210 million,
respectively.
Revenue from Target gift card sales is recognized upon gift card
redemption, which is typically within one year of
issuance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gift Card Liability Activity |
January 29,
2022 |
|
Gift Cards Issued During Current Period But Not Redeemed
(b)
|
|
Revenue Recognized From Beginning Liability |
|
October 29,
2022 |
(millions) |
|
|
|
Gift card liability
(a)
|
$ |
1,202 |
|
|
$ |
533 |
|
|
$ |
(772) |
|
|
$ |
963 |
|
(a)Included
in Accrued and Other Current Liabilities.
(b)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.
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
9
|
|
|
|
|
|
|
|
|
|
|
FINANCIAL STATEMENTS |
|
|
NOTES |
|
Other
— Includes advertising, Shipt membership and service revenues,
commissions earned on third-party sales through Target.com, rental
income, and other miscellaneous revenues.
4. Fair Value Measurements
Fair value measurements are reported in one of three levels
reflecting the significant inputs used to determine fair
value.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Instruments Measured On a
Recurring Basis |
|
Fair Value |
(millions) |
Classification |
Measurement Level |
October 29, 2022 |
|
January 29, 2022 |
|
October 30, 2021 |
Assets |
|
|
|
|
|
|
|
Short-term investments |
Cash and Cash Equivalents |
Level 1 |
$ |
— |
|
|
$ |
4,985 |
|
|
$ |
4,818 |
|
Prepaid forward contracts |
Other Current Assets |
Level 1 |
27 |
|
|
35 |
|
|
44 |
|
|
|
|
|
|
|
|
|
Interest rate swaps |
Other Current Assets |
Level 2 |
53 |
|
|
17 |
|
|
12 |
|
Interest rate swaps |
Other Noncurrent Assets |
Level 2 |
341 |
|
|
135 |
|
|
116 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps |
Other Noncurrent Liabilities |
Level 2 |
147 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant Financial Instruments Not Measured at Fair Value
(a)
(millions)
|
October 29, 2022 |
|
January 29, 2022 |
|
October 30, 2021 |
Carrying
Amount |
Fair
Value |
|
Carrying
Amount |
Fair
Value |
|
Carrying
Amount |
Fair
Value |
Long-term debt, including current portion
(b)
|
$ |
12,505 |
|
$ |
11,291 |
|
|
$ |
11,568 |
|
$ |
12,808 |
|
|
$ |
10,605 |
|
$ |
12,300 |
|
(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.
5. 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, office, or distribution
center, discontinue a project, or make significant software
changes—indicate that the asset’s carrying value may not be
recoverable. We recognized impairment charges of $5 million and $55
million for the three and nine months ended October 29, 2022,
respectively. We recognized impairment charges of $3 million and
$84 million for the three and nine months ended October 30,
2021, respectively. These impairment charges are included in
Selling, General and Administrative Expenses
(SG&A).
6. Commercial Paper and Long-Term Debt
In September 2022, we issued unsecured fixed rate debt of
$1.0 billion at 4.5 percent that matures in September 2032. In
connection with this issuance, we terminated certain of our
forward-starting interest rate swaps.
Note
7
provides additional information.
We obtain short-term financing from time to time
under our commercial paper program. For the nine months ended
October 29, 2022, the maximum amount outstanding was
$2.1 billion, and the average daily amount outstanding was
$713 million, at a weighted average annual interest rate of
1.91 percent. As of October 29, 2022, $2.1 billion was
outstanding and is classified within Current Portion of Long-Term
Debt and Other Borrowings on our Consolidated Statement of
Financial Position. No balances were outstanding at any time during
2021.
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
10
|
|
|
|
|
|
|
|
|
|
|
FINANCIAL STATEMENTS |
|
|
NOTES |
|
In October 2022, we obtained a new committed $1.0 billion
364-day unsecured revolving credit facility that will expire in
October 2023. We also extended our existing committed
$3.0 billion unsecured revolving credit facility, which now
expires in October 2027. No balances were outstanding under either
credit facility at any time during 2021 or 2022.
7. 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
4
to the Consolidated Financial Statements provides the fair value
and classification of these instruments.
We were party to interest rate swaps with notional amounts totaling
$2.45 billion as of October 29, 2022, and
$1.50 billion as of January 29, 2022, and
October 30, 2021. We pay a floating rate and receive a fixed
rate under each of these agreements. All of the agreements are
designated as fair value hedges, and all were considered to be
perfectly effective under the shortcut method during the three and
nine months ended October 29, 2022, and October 30,
2021.
We were party to forward-starting interest rate swaps with notional
amounts totaling $1.45 billion as of October 29, 2022,
$2.15 billion as of January 29, 2022, and
$1.25 billion as of October 30, 2021. We use these
derivative financial instruments, which have been designated as
cash flow hedges, to hedge the interest rate exposure of
anticipated future debt issuances during the next two years. In
September 2022, we terminated forward-starting interest rate swap
agreements that hedged $700 million of the $1.0 billion
debt issuance described in
Note
6.
The resulting gain of $109 million was recorded in Accumulated
Other Comprehensive Loss (AOCI) and will be recognized as a
reduction to Net Interest Expense over the term of the debt. Based
on the fair value of our remaining forward-starting interest rate
swaps as of October 29, 2022, AOCI included an unrealized gain
of $394 million. Any unrealized gain or loss at the time of
debt issuance will be reclassified and impact Net Interest Expense
as we record interest expense on the associated debt.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of Hedges on Debt
(millions)
|
|
October 29, 2022 |
|
January 29, 2022 |
|
October 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and other borrowings |
|
|
|
|
|
|
Carrying amount of hedged debt |
|
$ |
2,294 |
|
|
$ |
1,572 |
|
|
$ |
1,609 |
|
Cumulative hedging adjustments, included in carrying
amount |
|
(146) |
|
|
77 |
|
|
114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of Hedges on Net Interest Expense |
Three Months Ended |
|
Nine Months Ended |
(millions) |
October 29, 2022 |
|
October 30, 2021 |
|
October 29, 2022 |
|
October 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss) on fair value hedges recognized in Net Interest
Expense |
|
|
|
|
|
|
|
Interest rate swap designated as fair value hedges |
$ |
(168) |
|
|
$ |
(40) |
|
|
$ |
(223) |
|
|
$ |
(69) |
|
Hedged debt |
168 |
|
|
40 |
|
|
223 |
|
|
69 |
|
Total |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
11
|
|
|
|
|
|
|
|
|
|
|
FINANCIAL STATEMENTS |
|
|
NOTES |
|
8. 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. We did not repurchase any of our shares
during the three months ended October 29, 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share Repurchase Activity |
Three Months Ended |
|
Nine Months Ended |
(millions, except per share data) |
October 29, 2022 |
|
October 30, 2021 |
|
October 29, 2022 |
|
October 30, 2021 |
Number of shares purchased |
— |
|
|
8.8 |
|
|
12.5 |
|
|
21.5 |
|
Average price paid per share |
$ |
— |
|
|
$ |
246.80 |
|
|
$ |
211.57 |
|
|
$ |
226.93 |
|
Total investment |
$ |
— |
|
|
$ |
2,184 |
|
|
$ |
2,646 |
|
|
$ |
4,884 |
|
During the first quarter of 2022, we entered into an ASR
arrangement to repurchase up to $2.75 billion of our common
stock. Under the ASR arrangement, we repurchased 12.5 million
shares for a total cash investment of $2.6 billion. We did not
enter into any other ASR arrangements during the periods
presented.
9. Pension Benefits
We provide pension plan benefits to eligible team
members.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Pension Benefits Expense |
|
Three Months Ended |
|
Nine Months Ended |
(millions) |
Classification |
October 29, 2022 |
|
October 30, 2021 |
|
October 29, 2022 |
|
October 30, 2021 |
Service cost benefits earned |
SG&A |
$ |
22 |
|
|
$ |
25 |
|
|
$ |
68 |
|
|
$ |
73 |
|
Interest cost on projected benefit obligation |
Net Other (Income) / Expense |
29 |
|
|
24 |
|
|
88 |
|
|
72 |
|
Expected return on assets |
Net Other (Income) / Expense |
(59) |
|
|
(60) |
|
|
(176) |
|
|
(178) |
|
Amortization of losses |
Net Other (Income) / Expense |
16 |
|
|
28 |
|
|
46 |
|
|
85 |
|
Amortization of prior service cost |
Net Other (Income) / Expense |
— |
|
|
2 |
|
|
10 |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8 |
|
|
$ |
19 |
|
|
$ |
36 |
|
|
$ |
53 |
|
10. Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Accumulated Other Comprehensive Income (Loss) |
Cash Flow Hedges |
|
Currency Translation Adjustment |
|
Pension |
|
Total |
(millions) |
|
|
|
January 29, 2022 |
$ |
49 |
|
|
$ |
(19) |
|
|
$ |
(583) |
|
|
$ |
(553) |
|
Other comprehensive income (loss) before reclassifications, net of
tax |
316 |
|
|
(3) |
|
|
— |
|
|
313 |
|
Amounts reclassified from AOCI, net of tax |
(1) |
|
|
— |
|
|
33 |
|
|
32 |
|
October 29, 2022 |
$ |
364 |
|
|
$ |
(22) |
|
|
$ |
(550) |
|
|
$ |
(208) |
|
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
12
|
|
|
|
|
|
|
|
|
|
|
MANAGEMENT'S DISCUSSION AND ANALYSIS |
|
|
FINANCIAL SUMMARY |
|
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
Financial Summary
Third quarter 2022 included the following notable
items:
•GAAP
diluted earnings per share were $1.54.
•Adjusted
diluted earnings per share were $1.54.
•Total
revenue increased 3.4 percent, reflecting total sales growth of 3.3
percent and a 9.5 percent increase in other revenue.
•Comparable
sales increased 2.7 percent, driven by a 1.4 percent increase in
traffic and a 1.3 percent increase in average transaction
amount.
◦Comparable
stores originated sales grew 3.2 percent.
◦Comparable
digitally originated sales increased 0.3 percent.
•Operating
income of $1.0 billion was 49.2 percent lower than the comparable
prior-year period, driven primarily by a decrease in gross margin,
reflecting higher clearance and promotional markdown rates,
inventory shrink, and higher freight and merchandise costs,
partially offset by the benefit of retail price increases. See
Business Environment and Gross Margin Rate sections below for
additional information.
Sales were $26.1 billion for the three months ended
October 29, 2022, an increase of
$832 million,
or 3.3 percent, from the comparable prior-year period. Cash flow
provided by operating activities was $552 million for the nine
months ended October 29, 2022, compared with $5.6 billion for
the nine months ended October 30, 2021. The drivers of the
operating cash flow decrease are described on
page
21.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Per Share |
Three Months Ended |
|
|
|
Nine Months Ended |
|
|
|
October 29, 2022 |
|
October 30, 2021 |
|
Change |
|
October 29, 2022 |
|
October 30, 2021 |
|
Change |
GAAP diluted earnings per share |
$ |
1.54 |
|
|
$ |
3.04 |
|
|
(49.3) |
% |
|
$ |
4.09 |
|
|
$ |
10.87 |
|
|
(62.4) |
% |
Adjustments |
— |
|
|
(0.01) |
|
|
|
|
0.03 |
|
|
(0.50) |
|
|
|
Adjusted diluted earnings per share |
$ |
1.54 |
|
|
$ |
3.03 |
|
|
(49.1) |
% |
|
$ |
4.12 |
|
|
$ |
10.37 |
|
|
(60.2) |
% |
Note: Amounts may not foot due to rounding. Adjusted diluted
earnings per share (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 operations. A reconciliation of non-GAAP financial measures to
GAAP measures is provided
on
page 19.
We report after-tax return on invested capital (ROIC) because we
believe ROIC provides a meaningful measure of our capital
allocation effectiveness over time. For the trailing twelve months
ended October 29, 2022, after-tax ROIC
was
14.6 percent,
compared with 31.3 percent for the trailing twelve months ended
October 30, 2021. The calculation of ROIC is
provided on
page
20.
Business Environment
During the third quarter of 2022, we have continued to see soft
trends in Discretionary categories (Apparel and Accessories,
Hardlines, and Home Furnishings and Décor), which accelerated in
October. We believe this is consistent with the broader industry
trends. Our overall comparable sales increase reflects growth in
our Frequency categories (Beauty and Household Essentials and Food
and Beverage), partially offset by sales decreases in our
Discretionary categories. Our comparable sales performance also
reflects the impact of retail price increases. Within the quarter,
comparable sales grew 2.8 percent in August, 4.0 percent in
September, and 0.9 percent in October. Notably, within October, we
saw a significant change in the pace of sales, with an increase in
comparable sales during the first week, followed by a decrease over
the last three weeks of the month, driven by steeper declines in
our Discretionary categories.
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
13
|
|
|
|
|
|
|
|
|
|
|
MANAGEMENT'S DISCUSSION AND ANALYSIS |
|
|
FINANCIAL SUMMARY |
|
Throughout the COVID-19 pandemic, the retail industry has
experienced continued disruption and volatility in the global
supply chain. In response, we have ordered import merchandise
(which typically has longer lead times) earlier, and added
incremental holding capacity near U.S. ports to add flexibility in
the portions of the supply chain most affected by external
volatility. During the third quarter of 2022, port congestion,
shipping container availability, and other supply chain pressures
have improved. This has resulted in inventory arriving earlier than
anticipated, which has resulted in increased costs of managing
elevated inventory levels. These factors, net of pricing actions we
have taken to address the impact of higher merchandise and freight
costs, have resulted in decreased profitability in the three and
nine months ended October 29, 2022, compared to the prior-year
periods. We believe that the actions we have taken reduce our risks
and provide additional flexibility to focus on serving guests in a
rapidly changing environment. The
Gross
Margin Rate
analysis on
page
17
and the
Inventory
section on
page
21
provide additional information.
Analysis of Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary of Operating Income |
Three Months Ended |
|
|
|
Nine Months Ended |
|
|
(dollars in millions) |
October 29, 2022 |
|
October 30, 2021 |
|
Change |
|
October 29, 2022 |
|
October 30, 2021 |
|
Change |
Sales |
$ |
26,122 |
|
|
$ |
25,290 |
|
|
3.3 |
% |
|
$ |
76,605 |
|
|
$ |
73,995 |
|
|
3.5 |
% |
Other revenue |
396 |
|
|
362 |
|
|
9.5 |
|
|
1,120 |
|
|
1,014 |
|
|
10.4 |
|
Total revenue |
26,518 |
|
|
25,652 |
|
|
3.4 |
|
|
77,725 |
|
|
75,009 |
|
|
3.6 |
|
Cost of sales |
19,680 |
|
|
18,206 |
|
|
8.1 |
|
|
58,283 |
|
|
52,202 |
|
|
11.6 |
|
Selling, general and administrative expenses |
5,219 |
|
|
4,859 |
|
|
7.4 |
|
|
14,983 |
|
|
14,217 |
|
|
5.4 |
|
Depreciation and amortization (exclusive of depreciation included
in cost of sales) |
597 |
|
|
577 |
|
|
3.6 |
|
|
1,770 |
|
|
1,739 |
|
|
1.8 |
|
Operating income |
$ |
1,022 |
|
|
$ |
2,010 |
|
|
(49.2) |
% |
|
$ |
2,689 |
|
|
$ |
6,851 |
|
|
(60.8) |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate Analysis |
Three Months Ended |
|
Nine Months Ended |
|
October 29, 2022 |
|
October 30, 2021 |
|
October 29, 2022 |
|
October 30, 2021 |
Gross margin rate |
24.7 |
% |
|
28.0 |
% |
|
23.9 |
% |
|
29.5 |
% |
SG&A expense rate |
19.7 |
|
|
18.9 |
|
|
19.3 |
|
|
19.0 |
|
Depreciation and amortization expense rate (exclusive of
depreciation included in cost of sales) |
2.3 |
|
|
2.2 |
|
|
2.3 |
|
|
2.3 |
|
Operating income margin rate |
3.9 |
|
|
7.8 |
|
|
3.5 |
|
|
9.1 |
|
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
our estimate of gift card breakage. We use comparable sales to
evaluate the performance of our stores and digital channel sales 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 Order Pickup or Drive Up, and delivery via
Shipt. Digitally originated sales may also be fulfilled through our
distribution centers, our vendors, or other third
parties.
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
14
|
|
|
|
|
|
|
|
|
|
|
MANAGEMENT'S DISCUSSION AND ANALYSIS |
|
|
ANALYSIS OF RESULTS OF OPERATIONS |
|
Sales growth—from both comparable sales and new stores—represents
an important driver of our long-term profitability. We expect that
comparable sales growth will drive the majority of our total sales
growth. We believe that our ability to successfully differentiate
our guests’ shopping experience through a careful combination of
merchandise assortment, price, convenience, guest experience, and
other factors will, over the long-term, drive both increasing
shopping frequency (traffic) and the amount spent each visit
(average transaction amount).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comparable Sales |
Three Months Ended |
|
Nine Months Ended |
|
October 29, 2022 |
|
October 30, 2021 |
|
October 29, 2022 |
|
October 30, 2021 |
Comparable sales change |
2.7 |
% |
|
12.7 |
% |
|
2.9 |
% |
|
14.4 |
% |
Drivers of change in comparable sales |
|
|
|
|
|
|
|
Number of transactions (traffic) |
1.4 |
|
|
12.9 |
|
|
2.6 |
|
|
14.0 |
|
Average transaction amount |
1.3 |
|
|
(0.2) |
|
|
0.2 |
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comparable Sales by Channel |
Three Months Ended |
|
Nine Months Ended |
|
October 29, 2022 |
|
October 30, 2021 |
|
October 29, 2022 |
|
October 30, 2021 |
Stores originated comparable sales change |
3.2 |
% |
|
9.7 |
% |
|
2.6 |
% |
|
11.9 |
% |
Digitally originated comparable sales change |
0.3 |
|
|
28.9 |
|
|
4.1 |
|
|
27.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales by Channel |
Three Months Ended |
|
Nine Months Ended |
|
October 29, 2022 |
|
October 30, 2021 |
|
October 29, 2022 |
|
October 30, 2021 |
Stores originated |
82.9 |
% |
|
82.4 |
% |
|
82.3 |
% |
|
82.3 |
% |
Digitally originated |
17.1 |
|
|
17.6 |
|
|
17.7 |
|
|
17.7 |
|
Total |
100 |
% |
|
100 |
% |
|
100 |
% |
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales by Fulfillment Channel |
Three Months Ended |
|
Nine Months Ended |
|
October 29, 2022 |
|
October 30, 2021 |
|
October 29, 2022 |
|
October 30, 2021 |
Stores |
96.8 |
% |
|
96.7 |
% |
|
96.7 |
% |
|
96.5 |
% |
Other |
3.2 |
|
|
3.3 |
|
|
3.3 |
|
|
3.5 |
|
Total |
100 |
% |
|
100 |
% |
|
100 |
% |
|
100 |
% |
Note: Sales fulfilled by stores include in-store purchases and
digitally originated sales fulfilled by shipping merchandise from
stores to guests, Order Pickup, Drive Up, and Shipt.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales by Product Category |
Three Months Ended |
|
Nine Months Ended |
|
October 29, 2022 |
|
October 30, 2021 |
|
October 29, 2022 |
|
October 30, 2021 |
Apparel and accessories |
17 |
% |
|
17 |
% |
|
17 |
% |
|
18 |
% |
Beauty and household essentials |
29 |
|
|
28 |
|
|
28 |
|
|
27 |
|
Food and beverage |
22 |
|
|
20 |
|
|
22 |
|
|
20 |
|
Hardlines |
14 |
|
|
15 |
|
|
15 |
|
|
16 |
|
Home furnishings and décor |
18 |
|
|
20 |
|
|
18 |
|
|
19 |
|
Total |
100 |
% |
|
100 |
% |
|
100 |
% |
|
100 |
% |
Note
3
to the Financial Statements provides additional product category
sales information. The collective interaction of a broad array of
macroeconomic, competitive, and consumer behavioral factors, as
well as sales mix and the transfer of sales to new stores, makes
further analysis of sales metrics infeasible.
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
15
|
|
|
|
|
|
|
|
|
|
|
MANAGEMENT'S DISCUSSION AND ANALYSIS |
|
|
ANALYSIS OF RESULTS OF OPERATIONS |
|
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 |
|
Nine Months Ended |
|
October 29, 2022 |
|
October 30, 2021 |
|
October 29, 2022 |
|
October 30, 2021 |
Target Debit Card |
10.8 |
% |
|
11.7 |
% |
|
11.2 |
% |
|
11.8 |
% |
Target Credit Cards |
8.8 |
|
|
8.9 |
|
|
8.8 |
|
|
8.7 |
|
Total RedCard Penetration |
19.6 |
% |
|
20.7 |
% |
|
20.0 |
% |
|
20.5 |
% |
Note: Amounts may not foot due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
16
|
|
|
|
|
|
|
|
|
|
|
MANAGEMENT'S DISCUSSION AND ANALYSIS |
|
|
ANALYSIS OF RESULTS OF OPERATIONS |
|
Gross Margin Rate
For the three months ended October 29, 2022, our gross margin
rate was 24.7 percent compared with 28.0 percent in the comparable
prior-year period. The decrease reflected the net impact
of
•merchandising
pressure, including
◦higher
clearance and promotional markdown rates, which were primarily in
our Discretionary categories;
◦higher
merchandise and freight costs, partially offset by the benefit of
retail price increases;
◦higher
inventory shrink;
•supply
chain pressure related to increased compensation and headcount in
our distribution centers and costs of managing elevated inventory
levels, including the impact of early receipts; and
•favorable
mix in the relative growth rates of higher and lower margin
categories.
For the nine months ended October 29, 2022, our gross margin
rate was 23.9 percent compared with 29.5 percent in the comparable
prior-year period. The decrease reflected the net impact
of
•merchandising
pressure, including
◦higher
clearance and promotional markdown rates, which were primarily the
result of inventory impairments and other actions taken in our
Discretionary categories;
◦higher
merchandise and freight costs, partially offset by the benefit of
retail price increases;
◦higher
inventory shrink; and
•supply
chain pressure related to increased compensation and headcount in
our distribution centers and costs of managing elevated inventory
levels, including the impact of early receipts.
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
17
|
|
|
|
|
|
|
|
|
|
|
MANAGEMENT'S DISCUSSION AND ANALYSIS |
|
|
ANALYSIS OF RESULTS OF OPERATIONS |
|
Selling, General, and Administrative Expense Rate
For the three months ended October 29, 2022, our SG&A
expense rate was 19.7 percent compared with 18.9 percent for the
comparable prior-year period. For the nine months ended
October 29, 2022, our SG&A expense rate was 19.3 percent
compared with 19.0 percent for the comparable prior-year period.
For both the three and nine months ended October 29, 2022, the
rates reflected the net impact of cost increases across our
business, including investments in hourly team member wages,
partially offset by lower incentive compensation expense, compared
to the comparable prior-year periods.
Store Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Number of Stores |
Three Months Ended |
|
Nine Months Ended |
|
October 29, 2022 |
|
October 30, 2021 |
|
October 29, 2022 |
|
October 30, 2021 |
Beginning store count |
1,937 |
|
|
1,909 |
|
|
1,926 |
|
|
1,897 |
|
Opened |
4 |
|
|
15 |
|
|
16 |
|
|
29 |
|
Closed |
— |
|
|
— |
|
|
(1) |
|
|
(2) |
|
|
|
|
|
|
|
|
|
Ending store count |
1,941 |
|
|
1,924 |
|
|
1,941 |
|
|
1,924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Stores and |
Number of Stores |
|
Retail Square Feet
(a)
|
Retail Square Feet |
October 29, 2022 |
January 29, 2022 |
October 30, 2021 |
|
October 29, 2022 |
January 29, 2022 |
October 30, 2021 |
170,000 or more sq. ft. |
274 |
|
274 |
|
274 |
|
|
48,985 |
|
49,071 |
|
49,071 |
|
50,000 to 169,999 sq. ft. |
1,522 |
|
1,516 |
|
1,515 |
|
|
190,739 |
|
190,205 |
|
190,116 |
|
49,999 or less sq. ft. |
145 |
|
136 |
|
135 |
|
|
4,305 |
|
4,008 |
|
3,952 |
|
Total |
1,941 |
|
1,926 |
|
1,924 |
|
|
244,029 |
|
243,284 |
|
243,139 |
|
(a)In
thousands; reflects total square feet less office, distribution
center, and vacant space.
Other Performance Factors
Net Interest Expense
Net
interest expense was $125 million and $349 million for the three
and nine months ended October 29, 2022, respectively, compared
with $105 million and $317 million in the comparable prior-year
periods. The increase in net interest expense was primarily due to
higher average debt and commercial paper levels for the three and
nine months ended October 29, 2022, compared with the
prior-year periods.
Net Other (Income) / Expense
Net Other (Income) / Expense was $(12) million and $(35)
million for the three and nine months ended October 29, 2022,
respectively, compared with $(6) million and $(356) million in the
comparable prior-year periods. The nine months ended
October 30, 2021, included the $335 million pretax gain on the
February 2021 sale of Dermstore.
Note
2
to the Financial Statements provides additional
information.
Provision for Income Taxes
Our effective income tax rate for the three and nine months ended
October 29, 2022, was 21.6 percent and 19.8 percent,
respectively, compared with 22.1 percent and 21.6 percent in the
respective comparable prior-year periods. For the three and nine
month periods, the decrease reflects lower pretax earnings
resulting in a larger tax rate benefit from ongoing and discrete
tax items in the current year, partially offset by the impacts of
discrete tax benefits in the prior-year. Our effective tax rate is
generally more volatile at lower amounts of pretax income because
the impact of discrete, deductible, and nondeductible tax items and
credits is greater.
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
18
|
|
|
|
|
|
|
|
|
|
|
MANAGEMENT'S DISCUSSION AND ANALYSIS |
|
|
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES |
|
Reconciliation of Non-GAAP Financial Measures to GAAP
Measures
To provide additional transparency, we have disclosed non-GAAP
adjusted diluted earnings per share (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 operations. This measure is not in accordance with, or an
alternative to, U.S. GAAP. The most comparable GAAP measure is
diluted earnings per share. Adjusted EPS should not be considered
in isolation or as a substitution for analysis of our results as
reported in accordance with GAAP. Other companies may calculate
Adjusted EPS differently, limiting the usefulness of the measure
for comparisons with other companies.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Non-GAAP Adjusted EPS |
|
Three Months Ended |
|
|
October 29, 2022 |
|
October 30, 2021 |
(millions, except per share data) |
|
Pretax |
|
Net of Tax |
|
Per Share |
|
Pretax |
|
Net of Tax |
|
Per Share |
GAAP diluted earnings per share |
|
|
|
|
|
$ |
1.54 |
|
|
|
|
|
|
$ |
3.04 |
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
(a)
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(9) |
|
|
$ |
(7) |
|
|
$ |
(0.01) |
|
Adjusted diluted earnings per share |
|
|
|
|
|
$ |
1.54 |
|
|
|
|
|
|
$ |
3.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Non-GAAP Adjusted EPS |
|
Nine Months Ended |
|
|
October 29, 2022 |
|
October 30, 2021 |
(millions, except per share data) |
|
Pretax |
|
Net of Tax |
|
Per Share |
|
Pretax |
|
Net of Tax |
|
Per Share |
GAAP diluted earnings per share |
|
|
|
|
|
$ |
4.09 |
|
|
|
|
|
|
$ |
10.87 |
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on Dermstore sale |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
(335) |
|
|
$ |
(269) |
|
|
$ |
(0.54) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
(a)
|
|
20 |
|
|
15 |
|
|
0.03 |
|
|
27 |
|
|
20 |
|
|
0.04 |
|
Adjusted diluted earnings per share |
|
|
|
|
|
$ |
4.12 |
|
|
|
|
|
|
$ |
10.37 |
|
Note: Amounts may not foot due to rounding.
(a)Other
items unrelated to current period operations, none of which were
individually significant.
Earnings before interest expense and income taxes (EBIT) and
earnings before interest expense, income taxes, depreciation, and
amortization (EBITDA) are non-GAAP financial measures. We believe
these measures 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. EBIT and EBITDA should not be
considered in isolation or as a substitution for analysis of our
results as reported in accordance with GAAP. Other companies may
calculate EBIT and EBITDA differently, limiting the usefulness of
the measures for comparisons with other companies.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT and EBITDA |
|
Three Months Ended |
|
|
|
Nine Months Ended |
|
|
(dollars in millions) |
|
October 29, 2022 |
|
October 30, 2021 |
|
Change |
|
October 29, 2022 |
|
October 30, 2021 |
|
Change |
Net earnings |
|
$ |
712 |
|
|
$ |
1,488 |
|
|
(52.1) |
% |
|
$ |
1,904 |
|
|
$ |
5,402 |
|
|
(64.7) |
% |
+ Provision for income taxes |
|
197 |
|
|
423 |
|
|
(53.6) |
|
|
471 |
|
|
1,488 |
|
|
(68.4) |
|
+ Net interest expense |
|
125 |
|
|
105 |
|
|
17.5 |
|
|
349 |
|
|
317 |
|
|
9.8 |
|
EBIT |
|
$ |
1,034 |
|
|
$ |
2,016 |
|
|
(48.7) |
% |
|
$ |
2,724 |
|
|
$ |
7,207 |
|
|
(62.2) |
% |
+ Total depreciation and amortization
(a)
|
|
674 |
|
|
652 |
|
|
3.5 |
|
|
2,004 |
|
|
1,952 |
|
|
2.7 |
|
EBITDA |
|
$ |
1,708 |
|
|
$ |
2,668 |
|
|
(36.0) |
% |
|
$ |
4,728 |
|
|
$ |
9,159 |
|
|
(48.4) |
% |
(a)Represents
total depreciation and amortization, including amounts classified
within Depreciation and Amortization and within Cost of
Sales.
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
19
|
|
|
|
|
|
|
|
|
|
|
MANAGEMENT'S DISCUSSION AND ANALYSIS |
|
|
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES |
|
We have also disclosed after-tax ROIC, which is a ratio based on
GAAP information, with the exception of the add-back of operating
lease interest to operating income. 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 |
|
October 29, 2022 |
|
October 30, 2021 |
|
|
Operating income |
|
$ |
4,784 |
|
|
$ |
8,687 |
|
|
|
+ Net other income / (expense) |
|
61 |
|
|
358 |
|
|
|
EBIT |
|
4,845 |
|
|
9,045 |
|
|
|
+ Operating lease interest
(a)
|
|
89 |
|
|
85 |
|
|
|
- Income taxes
(b)
|
|
1,059 |
|
|
1,947 |
|
|
|
Net operating profit after taxes |
|
$ |
3,875 |
|
|
$ |
7,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator |
|
October 29, 2022 |
|
October 30, 2021 |
|
October 31, 2020 |
Current portion of long-term debt and other borrowings |
|
$ |
2,207 |
|
|
$ |
1,176 |
|
|
$ |
131 |
|
+ Noncurrent portion of long-term debt |
|
14,237 |
|
|
11,586 |
|
|
12,490 |
|
+ Shareholders' investment |
|
11,019 |
|
|
13,803 |
|
|
13,319 |
|
+ Operating lease liabilities
(c)
|
|
2,879 |
|
|
2,737 |
|
|
2,400 |
|
- Cash and cash equivalents |
|
954 |
|
|
5,753 |
|
|
5,996 |
|
Invested capital |
|
$ |
29,388 |
|
|
$ |
23,549 |
|
|
$ |
22,344 |
|
Average invested capital
(d)
|
|
$ |
26,469 |
|
|
$ |
22,947 |
|
|
|
|
|
|
|
|
|
|
After-tax return on invested capital |
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14.6 |
% |
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31.3 |
% |
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(a)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. 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.
(b)Calculated
using the effective tax rates, which were
21.5 percent
and 21.3 percent for the trailing twelve months ended
October 29, 2022, and October 30, 2021, respectively. For
the trailing twelve months ended October 29, 2022, and
October 30, 2021, includes tax effect of $1.0 billion and
$1.9 billion related to EBIT, and $19 million and $18 million,
respectively, related to operating lease interest.
(c)Total
short-term and long-term operating lease liabilities included
within Accrued and Other Current Liabilities and Noncurrent
Operating Lease Liabilities, respectively.
(d)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.
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TARGET CORPORATION |
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Q3 2022 Form 10-Q |
20
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MANAGEMENT'S DISCUSSION AND ANALYSIS |
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ANALYSIS OF FINANCIAL CONDITION |
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Analysis of Financial Condition
Liquidity and Capital Resources
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.
Our cash and cash equivalents balance was $954 million, $5.9
billion, and $5.8 billion as of October 29, 2022,
January 29, 2022, and October 30, 2021, respectively. Our
cash and cash equivalents balance includes short-term investments
of $5.0 billion and $4.8 billion as of January 29, 2022 and
October 30, 2021, respectively. We had no short-term
investments as of October 29, 2022. 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.
Operating Cash Flows
Cash flows provided by operating activities were $552 million for
the nine months ended October 29, 2022, compared with $5.6
billion of cash flows provided by operating activities for the nine
months ended October 30, 2021. For the nine months ended
October 29, 2022, operating cash flows decreased as a result
of lower earnings, increased inventory levels, and lower accounts
payable leverage, compared with the nine months ended
October 30, 2021.
Inventory
Inventory was $17.1 billion as of October 29, 2022, compared
with $13.9 billion and $15.0 billion at January 29, 2022, and
October 30, 2021, respectively. The increase over the balance
as of October 30, 2021, primarily reflects the
following:
•our
decision to move import merchandise receipt timing earlier due to
expected supply chain volatility, coupled with recent decreases in
shipping times, resulting in earlier-than-expected inventory
receipts,
•investments
in our inventory position in our frequency categories (Food and
Beverage and Beauty and Household Essentials),
•lower-than-expected
sales in our discretionary categories, partially offset by actions
taken during the current year to reduce excess inventory in these
categories, and
•increases
in unit costs across all of our categories.
The increase was amplified by unintentionally low inventory levels
last year resulting from supply chain disruptions and high
sell-through rates. The
Business
Environment
section on
page
13
provides additional information.
Investing Cash Flows
Investing cash flows included capital investments of $4.3 billion
and $2.5 billion for the nine months ended October 29, 2022,
and October 30, 2021, respectively. The increase primarily
reflects an increase in store remodel activity, investment in
supply chain, and the impact of inflation on these projects. For
the nine months ended October 30, 2021, investing cash flows
included $356 million of proceeds from the sale of
Dermstore.
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TARGET CORPORATION |
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Q3 2022 Form 10-Q |
21
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MANAGEMENT'S DISCUSSION AND ANALYSIS |
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ANALYSIS OF FINANCIAL CONDITION |
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Dividends
We paid dividends totaling $497 million ($1.08 per share) and $1.3
billion ($2.88 per share) for the three and nine months ended
October 29, 2022, respectively, and $440 million ($0.90 per
share) and $1.1 billion ($2.26 per share) for the three and nine
months ended October 30, 2021, respectively, a per share
increase of 20.0 percent for the three month period and 27.4
percent for the nine month period. We declared dividends totaling
$502 million ($1.08 per share) during the third quarter of 2022 and
$439 million ($0.90 per share) during the third quarter of 2021, a
per share increase of 20.0 percent. 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
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
October 29, 2022, our credit ratings were as
follows:
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Credit Ratings |
Moody’s |
Standard and Poor’s |
Fitch |
Long-term debt |
A2 |
A |
A |
Commercial paper |
P-1 |
A-1 |
F1 |
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.
We have the ability to obtain short-term financing from time to
time under our commercial paper program and credit facility. In
October 2022, we obtained a new committed $1.0 billion 364-day
unsecured revolving credit facility that will expire in October
2023. We also extended our existing committed $3.0 billion
unsecured revolving credit facility, which now expires in October
2027. Both credit facilities backstop our commercial paper program.
No balances were outstanding under either credit facility at any
time during 2021 or 2022. As of October 29, 2022, we had
$2.1 billion outstanding under our commercial paper program.
We did not have any balances outstanding under our commercial paper
program as of October 30, 2021.
Note
6
to the Financial Statements provides additional
information.
Most of our long-term debt obligations contain covenants related to
secured debt levels. In addition to a secured debt level covenant,
our credit facilities also contain a debt leverage covenant. We
are, and expect to remain, in compliance with these covenants.
Additionally, as of October 29, 2022, 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 non-investment 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 non-investment grade.
We believe our sources of liquidity, namely operating cash flows,
credit facility capacity, and access to capital markets, will
continue to be adequate to meet our contractual obligations,
working capital and planned capital expenditures, finance
anticipated expansion and strategic initiatives, fund debt
maturities, pay dividends, and execute purchases under our share
repurchase program for the foreseeable future.
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TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
22
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MANAGEMENT'S DISCUSSION AND ANALYSIS |
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ANALYSIS OF FINANCIAL CONDITION |
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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, 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
in our description of risk factors included in
Part I, Item 1A, Risk Factors
of our
Form 10-K
for the fiscal year ended January 29, 2022, 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
Item 4. Controls and Procedures
Changes in Internal Control Over Financial Reporting
During the most recently completed fiscal quarter, there were no
changes which materially affected, or are reasonably likely to
materially affect, our internal control over financial
reporting.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this quarterly report, we
conducted an evaluation, under supervision and with the
participation of management, including the chief executive officer
and chief financial officer, of the effectiveness of the design and
operation of our disclosure controls and procedures pursuant to
Rules 13a-15 and 15d-15 of the Securities Exchange Act of
1934, as amended (Exchange Act). Based upon that evaluation, our
chief executive officer and chief financial officer concluded that
our disclosure controls and procedures are effective at a
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 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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TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
23
|
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
No response is required under Item 103 of Regulation
S-K.
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
On August 11, 2021, our Board of Directors authorized a $15 billion
share repurchase program with no stated expiration. Under the
program, we have repurchased 23.8 million shares of common
stock at an average price of $223.52, for a total investment of
$5.3 billion. As of October 29, 2022, the dollar value of
shares that may yet be purchased under the program is $9.7 billion.
There were no Target common stock purchases made during the three
months ended October 29, 2022 by Target or any "affiliated
purchaser" of Target, as defined in Rule 10b-18(a)(3) under the
Exchange Act.
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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TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
24
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Item 6. Exhibits
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(3)A |
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(3)B |
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(10)BB ‡ |
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(10)EE ‡ |
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(10)FF ‡ |
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(10)JJ + |
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(31)A |
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(31)B |
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(32)A |
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(32)B |
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101.INS |
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XBRL Instance Document |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase
Document |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase
Document |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase
Document |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101) |
+ Certain portions of this exhibit have been redacted pursuant to
Item 601(b)(10)(iv) of Regulation S-K. The
Company agrees to furnish supplementally an unredacted copy of the
exhibit to the Securities and Exchange Commission upon its
request.
‡ Certain schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The Company agrees to
furnish a copy of such schedules and exhibits to the Securities and
Exchange Commission upon its request.
(1)
Incorporated by reference to Exhibit (3)A to the Registrant’s
Form 8-K Report filed June 10, 2010.
(2)
Incorporated by reference to Exhibit (3)B to the Registrant’s
Form 8-K Report filed April 2, 2020.
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TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
25
|
SIGNATURES
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.
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TARGET CORPORATION |
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Dated: November 23, 2022 |
By: |
/s/ Michael J. Fiddelke |
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Michael J. Fiddelke |
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Executive Vice President and |
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Chief Financial Officer |
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(Duly Authorized Officer and |
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Principal Financial Officer) |
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/s/ Matthew A. Liegel |
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Matthew A. Liegel |
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Senior Vice President, Chief Accounting Officer |
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and Controller |
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TARGET CORPORATION |
|
Q3 2022 Form 10-Q |
26
|
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