|
|
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)
|
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
|||
Smaller reporting company
o
|
Emerging growth company
o
|
|
||
Financial Statements
(unaudited)
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
|
|
|
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(millions, except per share data) (unaudited)
|
October 28,
2017 |
|
|
October 29,
2016 |
|
|
October 28,
2017 |
|
|
October 29,
2016 |
|
||||
Sales
|
$
|
16,667
|
|
|
$
|
16,441
|
|
|
$
|
49,113
|
|
|
$
|
48,805
|
|
Cost of sales
(a)
|
11,712
|
|
|
11,536
|
|
|
34,330
|
|
|
33,957
|
|
||||
Gross margin
|
4,955
|
|
|
4,905
|
|
|
14,783
|
|
|
14,848
|
|
||||
Selling, general and administrative expenses
|
3,512
|
|
|
3,339
|
|
|
10,027
|
|
|
9,741
|
|
||||
Depreciation and amortization (exclusive of depreciation included in cost of sales)
(a)
|
574
|
|
|
505
|
|
|
1,596
|
|
|
1,486
|
|
||||
Earnings from continuing operations before interest expense and income taxes
|
869
|
|
|
1,061
|
|
|
3,160
|
|
|
3,621
|
|
||||
Net interest expense
|
254
|
|
|
142
|
|
|
532
|
|
|
864
|
|
||||
Earnings from continuing operations before income taxes
|
615
|
|
|
919
|
|
|
2,628
|
|
|
2,757
|
|
||||
Provision for income taxes
|
137
|
|
|
311
|
|
|
802
|
|
|
910
|
|
||||
Net earnings from continuing operations
|
478
|
|
|
608
|
|
|
1,826
|
|
|
1,847
|
|
||||
Discontinued operations, net of tax
|
2
|
|
|
—
|
|
|
7
|
|
|
73
|
|
||||
Net earnings
|
$
|
480
|
|
|
$
|
608
|
|
|
$
|
1,833
|
|
|
$
|
1,920
|
|
Basic earnings per share
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.88
|
|
|
$
|
1.07
|
|
|
$
|
3.33
|
|
|
$
|
3.16
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.01
|
|
|
0.12
|
|
||||
Net earnings per share
|
$
|
0.88
|
|
|
$
|
1.07
|
|
|
$
|
3.34
|
|
|
$
|
3.29
|
|
Diluted earnings per share
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.87
|
|
|
$
|
1.06
|
|
|
$
|
3.31
|
|
|
$
|
3.14
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.01
|
|
|
0.12
|
|
||||
Net earnings per share
|
$
|
0.88
|
|
|
$
|
1.06
|
|
|
$
|
3.32
|
|
|
$
|
3.26
|
|
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
544.5
|
|
|
570.1
|
|
|
548.7
|
|
|
583.5
|
|
||||
Dilutive impact of share-based awards
|
3.4
|
|
|
4.7
|
|
|
3.1
|
|
|
5.0
|
|
||||
Diluted
|
547.9
|
|
|
574.8
|
|
|
551.8
|
|
|
588.5
|
|
||||
Antidilutive shares
|
4.5
|
|
|
0.2
|
|
|
4.1
|
|
|
0.1
|
|
||||
Dividends declared per share
|
$
|
0.62
|
|
|
$
|
0.60
|
|
|
$
|
1.84
|
|
|
$
|
1.76
|
|
Consolidated Statements of Comprehensive Income
|
|
|
||||||||||||
|
Three Months Ended
|
Nine Months Ended
|
||||||||||||
(millions) (unaudited)
|
October 28,
2017 |
|
|
October 29,
2016 |
|
October 28,
2017 |
|
|
October 29,
2016 |
|
||||
Net earnings
|
$
|
480
|
|
|
$
|
608
|
|
$
|
1,833
|
|
|
$
|
1,920
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
||||
Pension and other benefit liabilities, net of taxes of $5, $3, $15 and $11
|
8
|
|
|
6
|
|
22
|
|
|
17
|
|
||||
Currency translation adjustment and cash flow hedges, net of taxes of $1, $1, $2, and $2
|
(2
|
)
|
|
—
|
|
6
|
|
|
5
|
|
||||
Other comprehensive income
|
6
|
|
|
6
|
|
28
|
|
|
22
|
|
||||
Comprehensive income
|
$
|
486
|
|
|
$
|
614
|
|
$
|
1,861
|
|
|
$
|
1,942
|
|
Consolidated Statements of Financial Position
|
|
|
|
|
|
|
|
|
|||
(millions) (unaudited)
|
October 28,
2017 |
|
|
January 28,
2017 |
|
|
October 29,
2016 |
|
|||
Assets
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
2,725
|
|
|
$
|
2,512
|
|
|
$
|
1,231
|
|
Inventory
|
10,586
|
|
|
8,309
|
|
|
10,057
|
|
|||
Assets of discontinued operations
|
6
|
|
|
69
|
|
|
62
|
|
|||
Other current assets
|
1,392
|
|
|
1,100
|
|
|
1,492
|
|
|||
Total current assets
|
14,709
|
|
|
11,990
|
|
|
12,842
|
|
|||
Property and equipment
|
|
|
|
|
|
|
|
|
|||
Land
|
6,087
|
|
|
6,106
|
|
|
6,106
|
|
|||
Buildings and improvements
|
28,310
|
|
|
27,611
|
|
|
27,518
|
|
|||
Fixtures and equipment
|
5,548
|
|
|
5,503
|
|
|
5,467
|
|
|||
Computer hardware and software
|
2,658
|
|
|
2,651
|
|
|
2,538
|
|
|||
Construction-in-progress
|
389
|
|
|
200
|
|
|
219
|
|
|||
Accumulated depreciation
|
(17,880
|
)
|
|
(17,413
|
)
|
|
(16,946
|
)
|
|||
Property and equipment, net
|
25,112
|
|
|
24,658
|
|
|
24,902
|
|
|||
Noncurrent assets of discontinued operations
|
9
|
|
|
12
|
|
|
17
|
|
|||
Other noncurrent assets
|
878
|
|
|
771
|
|
|
842
|
|
|||
Total assets
|
$
|
40,708
|
|
|
$
|
37,431
|
|
|
$
|
38,603
|
|
Liabilities and shareholders’ investment
|
|
|
|
|
|
|
|
|
|||
Accounts payable
|
$
|
9,986
|
|
|
$
|
7,252
|
|
|
$
|
8,250
|
|
Accrued and other current liabilities
|
4,036
|
|
|
3,737
|
|
|
3,662
|
|
|||
Current portion of long-term debt and other borrowings
|
1,354
|
|
|
1,718
|
|
|
729
|
|
|||
Total current liabilities
|
15,376
|
|
|
12,707
|
|
|
12,641
|
|
|||
Long-term debt and other borrowings
|
11,277
|
|
|
11,031
|
|
|
12,097
|
|
|||
Deferred income taxes
|
944
|
|
|
861
|
|
|
920
|
|
|||
Liabilities of discontinued operations
|
11
|
|
|
19
|
|
|
19
|
|
|||
Other noncurrent liabilities
|
1,963
|
|
|
1,860
|
|
|
1,857
|
|
|||
Total noncurrent liabilities
|
14,195
|
|
|
13,771
|
|
|
14,893
|
|
|||
Shareholders’ investment
|
|
|
|
|
|
|
|
|
|||
Common stock
|
45
|
|
|
46
|
|
|
47
|
|
|||
Additional paid-in capital
|
5,762
|
|
|
5,661
|
|
|
5,598
|
|
|||
Retained earnings
|
5,940
|
|
|
5,884
|
|
|
6,031
|
|
|||
Accumulated other comprehensive loss
|
(610
|
)
|
|
(638
|
)
|
|
(607
|
)
|
|||
Total shareholders’ investment
|
11,137
|
|
|
10,953
|
|
|
11,069
|
|
|||
Total liabilities and shareholders’ investment
|
$
|
40,708
|
|
|
$
|
37,431
|
|
|
$
|
38,603
|
|
Consolidated Statements of Cash Flows
|
|
|
|
||||
|
Nine Months Ended
|
||||||
(millions) (unaudited)
|
October 28,
2017 |
|
|
October 29,
2016 |
|
||
Operating activities
|
|
|
|
|
|
||
Net earnings
|
$
|
1,833
|
|
|
$
|
1,920
|
|
Earnings from discontinued operations, net of tax
|
7
|
|
|
73
|
|
||
Net earnings from continuing operations
|
1,826
|
|
|
1,847
|
|
||
Adjustments to reconcile net earnings to cash provided by operations
|
|
|
|
|
|
||
Depreciation and amortization
|
1,784
|
|
|
1,686
|
|
||
Share-based compensation expense
|
81
|
|
|
85
|
|
||
Deferred income taxes
|
37
|
|
|
83
|
|
||
Loss on debt extinguishment
|
123
|
|
|
422
|
|
||
Noncash losses
/
(gains) and other, net
|
189
|
|
|
(5
|
)
|
||
Changes in operating accounts
|
|
|
|
|
|||
Inventory
|
(2,277
|
)
|
|
(1,455
|
)
|
||
Other assets
|
(89
|
)
|
|
(14
|
)
|
||
Accounts payable
|
2,738
|
|
|
832
|
|
||
Accrued and other liabilities
|
2
|
|
|
(711
|
)
|
||
Cash provided by operating activities—continuing operations
|
4,414
|
|
|
2,770
|
|
||
Cash provided by
operating activities—discontinued operations
|
75
|
|
|
111
|
|
||
Cash provided by operations
|
4,489
|
|
|
2,881
|
|
||
Investing activities
|
|
|
|
|
|
||
Expenditures for property and equipment
|
(2,049
|
)
|
|
(1,184
|
)
|
||
Proceeds from disposal of property and equipment
|
27
|
|
|
23
|
|
||
Other investments
|
(62
|
)
|
|
23
|
|
||
Cash required for investing activities
|
(2,084
|
)
|
|
(1,138
|
)
|
||
Financing activities
|
|
|
|
|
|
||
Change in commercial paper, net
|
—
|
|
|
89
|
|
||
Additions to long-term debt
|
739
|
|
|
1,977
|
|
||
Reductions of long-term debt
|
(1,087
|
)
|
|
(2,625
|
)
|
||
Dividends paid
|
(1,001
|
)
|
|
(1,011
|
)
|
||
Repurchase of stock
|
(757
|
)
|
|
(3,034
|
)
|
||
Prepayment of accelerated share repurchase
|
(111
|
)
|
|
(120
|
)
|
||
Stock option exercises
|
25
|
|
|
166
|
|
||
Cash required for financing activities
|
(2,192
|
)
|
|
(4,558
|
)
|
||
Net increase
/
(decrease) in cash and cash equivalents
|
213
|
|
|
(2,815
|
)
|
||
Cash and cash equivalents at beginning of period
|
2,512
|
|
|
4,046
|
|
||
Cash and cash equivalents at end of period
|
$
|
2,725
|
|
|
$
|
1,231
|
|
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, 2016
|
602.2
|
|
|
$
|
50
|
|
|
$
|
5,348
|
|
|
$
|
8,188
|
|
|
$
|
(629
|
)
|
|
$
|
12,957
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
2,737
|
|
|
—
|
|
|
2,737
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,359
|
)
|
|
—
|
|
|
(1,359
|
)
|
|||||
Repurchase of stock
|
(50.9
|
)
|
|
(4
|
)
|
|
—
|
|
|
(3,682
|
)
|
|
—
|
|
|
(3,686
|
)
|
|||||
Stock options and awards
|
4.9
|
|
|
—
|
|
|
313
|
|
|
—
|
|
|
—
|
|
|
313
|
|
|||||
January 28, 2017
|
556.2
|
|
|
$
|
46
|
|
|
$
|
5,661
|
|
|
$
|
5,884
|
|
|
$
|
(638
|
)
|
|
$
|
10,953
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
1,833
|
|
|
—
|
|
|
1,833
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
|||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,016
|
)
|
|
—
|
|
|
(1,016
|
)
|
|||||
Repurchase of stock
|
(13.3
|
)
|
|
(1
|
)
|
|
—
|
|
|
(750
|
)
|
|
—
|
|
|
(751
|
)
|
|||||
Stock to be received upon settlement of ASR
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||||
Stock options and awards
|
1.0
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
101
|
|
|||||
October 28, 2017
|
543.9
|
|
|
$
|
45
|
|
|
$
|
5,762
|
|
|
$
|
5,940
|
|
|
$
|
(610
|
)
|
|
$
|
11,137
|
|
Cost of Sales
|
Selling, General and Administrative Expenses
|
Total cost of products sold including:
• Freight expenses associated with moving merchandise from our vendors to and between our distribution centers and our retail stores • Vendor income that is not reimbursement of specific, incremental and identifiable costs Inventory shrink Markdowns Outbound shipping and handling expenses associated with sales to our guests Payment term cash discounts Distribution center costs, including compensation and benefits costs and depreciation Import costs |
Compensation and benefit costs for stores and
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 and exit costs of stores and other facilities U.S. credit cards servicing expenses and profit sharing Costs associated with accepting 3 rd party bank issued payment cards Litigation and defense costs and related insurance recovery Other administrative costs |
Fair Value Measurements - Recurring Basis
|
|
Fair Value at
|
||||||||||
(millions)
|
Pricing Category
|
October 28,
2017 |
|
|
January 28,
2017 |
|
|
October 29,
2016 |
|
|||
Assets
|
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|||
Short-term investments held by U.S. entities
|
Level 1
|
$
|
953
|
|
|
$
|
1,110
|
|
|
$
|
—
|
|
Short-term investments held by entities located outside the U.S.
(a)
|
Level 1
|
1,050
|
|
|
762
|
|
|
514
|
|
|||
Other current assets
|
|
|
|
|
|
|
|
|
|
|||
Prepaid forward contracts
|
Level 1
|
30
|
|
|
26
|
|
|
28
|
|
|||
Beneficial interest asset
|
Level 3
|
3
|
|
|
12
|
|
|
10
|
|
|||
Interest rate swaps
(b)
|
Level 2
|
—
|
|
|
1
|
|
|
—
|
|
|||
Other noncurrent assets
|
|
|
|
|
|
|
|
|
|
|||
Interest rate swaps
(b)
|
Level 2
|
1
|
|
|
4
|
|
|
19
|
|
|||
Beneficial interest asset
|
Level 3
|
—
|
|
|
—
|
|
|
5
|
|
Significant Financial Instruments not Measured at Fair Value
(a)
(millions)
|
October 28, 2017
|
|
January 28, 2017
|
|
October 29, 2016
|
|||||||||||||||
Carrying
Amount
|
|
Fair
Value
|
|
|
Carrying
Amount
|
|
Fair
Value
|
|
|
Carrying
Amount
|
|
Fair
Value
|
|
|||||||
Debt
(b)
|
$
|
11,522
|
|
$
|
12,403
|
|
|
$
|
11,715
|
|
$
|
12,545
|
|
|
$
|
11,802
|
|
$
|
13,171
|
|
(millions)
|
October 28,
2017 |
|
January 28,
2017 |
|
October 29,
2016 |
|
|||
|
|
|
|
||||||
Cash held by U.S. entities
|
$
|
242
|
|
$
|
257
|
|
$
|
247
|
|
Cash held by entities located outside the U.S.
(a)
|
34
|
|
17
|
|
35
|
|
|||
Short-term investments held by U.S. entities
|
953
|
|
1,110
|
|
—
|
|
|||
Short-term investments held by entities located outside the U.S.
(a)
|
1,050
|
|
762
|
|
514
|
|
|||
Receivables from third-party financial institutions for credit and debit card transactions
|
446
|
|
366
|
|
435
|
|
|||
Cash and cash equivalents
|
$
|
2,725
|
|
$
|
2,512
|
|
$
|
1,231
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(dollars in millions)
|
October 28,
2017 |
|
|
October 29,
2016 |
|
|
October 28,
2017 |
|
|
October 29,
2016 |
|
||||
Income tax expense
|
$
|
137
|
|
|
$
|
311
|
|
|
$
|
802
|
|
|
$
|
910
|
|
Effective tax rate
(a)
|
22.3
|
%
|
|
33.8
|
%
|
|
30.5
|
%
|
|
33.0
|
%
|
|
Nine Months Ended
|
||||||
(millions, except per share data)
|
October 28,
2017 |
|
|
October 29,
2016 |
|
||
Total number of shares purchased
|
10.8
|
|
|
38.5
|
|
||
Average price paid per share
|
$
|
56.80
|
|
|
$
|
72.87
|
|
Total investment
|
$
|
611
|
|
|
$
|
2,807
|
|
Net Pension Benefits Expense
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(millions)
|
October 28,
2017 |
|
|
October 29,
2016 |
|
|
October 28,
2017 |
|
|
October 29,
2016 |
|
||||
Service cost
|
$
|
21
|
|
|
$
|
20
|
|
|
$
|
63
|
|
|
$
|
61
|
|
Interest cost
|
34
|
|
|
34
|
|
|
103
|
|
|
103
|
|
||||
Expected return on assets
|
(61
|
)
|
|
(64
|
)
|
|
(184
|
)
|
|
(193
|
)
|
||||
Amortization of losses
|
15
|
|
|
12
|
|
|
45
|
|
|
37
|
|
||||
Amortization of prior service cost
|
(3
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|
(8
|
)
|
||||
Total
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
—
|
|
(millions)
|
Cash Flow
Hedges
|
|
|
Currency
Translation
Adjustment
|
|
|
Pension and
Other
Benefits
|
|
|
Total
|
|
||||
January 28, 2017
|
$
|
(16
|
)
|
|
$
|
(21
|
)
|
|
$
|
(601
|
)
|
|
$
|
(638
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
3
|
|
|
1
|
|
|
4
|
|
||||
Amounts reclassified from AOCI
|
3
|
|
(a)
|
—
|
|
|
21
|
|
(b)
|
24
|
|
||||
October 28, 2017
|
$
|
(13
|
)
|
|
$
|
(18
|
)
|
|
$
|
(579
|
)
|
|
$
|
(610
|
)
|
Business Segment Results
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(millions)
|
October 28,
2017 |
|
|
October 29,
2016 |
|
|
October 28,
2017 |
|
|
October 29,
2016 |
|
||||
Sales
|
$
|
16,667
|
|
|
$
|
16,441
|
|
|
$
|
49,113
|
|
|
$
|
48,805
|
|
Cost of sales
(a)
|
11,712
|
|
|
11,536
|
|
|
34,330
|
|
|
33,957
|
|
||||
Gross margin
|
4,955
|
|
|
4,905
|
|
|
14,783
|
|
|
14,848
|
|
||||
Selling, general, and administrative expenses
(c)
|
3,512
|
|
|
3,343
|
|
|
10,027
|
|
|
9,741
|
|
||||
Depreciation and amortization (exclusive of depreciation included in cost of sales)
(a)
|
574
|
|
|
505
|
|
|
1,596
|
|
|
1,486
|
|
||||
Segment earnings before interest expense and income taxes
|
869
|
|
|
1,057
|
|
|
3,160
|
|
|
3,621
|
|
||||
Pharmacy Transaction-related costs
(b)(c)
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Earnings from continuing operations before interest expense and income taxes
|
869
|
|
|
1,061
|
|
|
3,160
|
|
|
3,621
|
|
||||
Net interest expense
|
254
|
|
|
142
|
|
|
532
|
|
|
864
|
|
||||
Earnings from continuing operations before income taxes
|
$
|
615
|
|
|
$
|
919
|
|
|
$
|
2,628
|
|
|
$
|
2,757
|
|
Reconciliation of Segment Assets to Total Assets
(millions)
|
October 28,
2017 |
|
|
January 28,
2017 |
|
|
October 29,
2016 |
|
|||
Segment assets
|
$
|
40,693
|
|
|
$
|
37,350
|
|
|
$
|
38,524
|
|
Assets of discontinued operations
|
15
|
|
|
81
|
|
|
79
|
|
|||
Total assets
|
$
|
40,708
|
|
|
$
|
37,431
|
|
|
$
|
38,603
|
|
•
|
GAAP earnings per share from continuing operations were
$0.87
.
|
•
|
Adjusted earnings per share from continuing operations were
$0.91
.
|
•
|
Comparable sales increased
0.9
percent, driven by a 1.4 percent increase in traffic.
|
•
|
Comparable digital channel sales increased 24 percent.
|
•
|
We devoted $847 million to capital investment, paid dividends of $339 million, and returned $171 million through share repurchases, including ASR transactions initiated during the quarter and settled in November 2017.
|
Earnings Per Share from Continuing Operations
|
Three Months Ended
|
|
|
|
|
Nine Months Ended
|
|
|
|
||||||||||||
October 28,
2017 |
|
|
October 29,
2016 |
|
|
Change
|
|
|
October 28,
2017 |
|
|
October 29,
2016 |
|
|
Change
|
|
|||||
GAAP diluted earnings per share
|
$
|
0.87
|
|
|
$
|
1.06
|
|
|
(17.7
|
)%
|
|
$
|
3.31
|
|
|
$
|
3.14
|
|
|
5.4
|
%
|
Adjustments
|
0.04
|
|
|
(0.01
|
)
|
|
|
|
0.03
|
|
|
0.42
|
|
|
|
|
|||||
Adjusted diluted earnings per share
|
$
|
0.91
|
|
|
$
|
1.04
|
|
|
(13.1
|
)%
|
|
$
|
3.34
|
|
|
$
|
3.56
|
|
|
(6.2
|
)%
|
|
Three Months Ended
|
|
|
|
|
Nine Months Ended
|
|
|
|
||||||||||||
(dollars in millions)
|
October 28,
2017 |
|
|
October 29,
2016 |
|
|
Change
|
|
|
October 28,
2017 |
|
|
October 29,
2016 |
|
|
Change
|
|
||||
Sales
|
$
|
16,667
|
|
|
$
|
16,441
|
|
|
1.4
|
%
|
|
$
|
49,113
|
|
|
$
|
48,805
|
|
|
0.6
|
%
|
Cost of sales
(a)
|
11,712
|
|
|
11,536
|
|
|
1.5
|
|
|
34,330
|
|
|
33,957
|
|
|
1.1
|
|
||||
Gross margin
|
4,955
|
|
|
4,905
|
|
|
1.0
|
|
|
14,783
|
|
|
14,848
|
|
|
(0.4
|
)
|
||||
SG&A expenses
(b)
|
3,512
|
|
|
3,343
|
|
|
5.1
|
|
|
10,027
|
|
|
9,741
|
|
|
2.9
|
|
||||
Depreciation and amortization (exclusive of depreciation included in cost of sales)
(a)
|
574
|
|
|
505
|
|
|
13.7
|
|
|
1,596
|
|
|
1,486
|
|
|
7.4
|
|
||||
EBIT
|
$
|
869
|
|
|
$
|
1,057
|
|
|
(17.8
|
)%
|
|
$
|
3,160
|
|
|
$
|
3,621
|
|
|
(12.7
|
)%
|
Rate Analysis
|
Three Months Ended
|
Nine Months Ended
|
||||||||
|
October 28,
2017 |
|
|
October 29,
2016 |
|
October 28,
2017 |
|
|
October 29,
2016 |
|
Gross margin rate
(a)
|
29.7
|
%
|
|
29.8
|
%
|
30.1
|
%
|
|
30.4
|
%
|
SG&A expense rate
|
21.1
|
|
|
20.3
|
|
20.4
|
|
|
20.0
|
|
Depreciation and amortization (exclusive of depreciation included in cost of sales) expense rate
(a)
|
3.4
|
|
|
3.1
|
|
3.2
|
|
|
3.0
|
|
EBIT margin rate
|
5.2
|
|
|
6.4
|
|
6.4
|
|
|
7.4
|
|
Sales by Channel
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
October 28,
2017 |
|
|
October 29,
2016 |
|
|
October 28,
2017 |
|
|
October 29,
2016 |
|
Stores
|
95.7
|
%
|
|
96.5
|
%
|
|
95.7
|
%
|
|
96.5
|
%
|
Digital
|
4.3
|
|
|
3.5
|
|
|
4.3
|
|
|
3.5
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Sales by Product Category
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
October 28,
2017 |
|
|
October 29,
2016 |
|
|
October 28,
2017 |
|
|
October 29,
2016 |
|
Household essentials
(a)
|
25
|
%
|
|
25
|
%
|
|
25
|
%
|
|
25
|
%
|
Apparel and accessories
|
21
|
|
|
21
|
|
|
21
|
|
|
21
|
|
Food and beverage
(a)
|
20
|
|
|
21
|
|
|
21
|
|
|
21
|
|
Home furnishings and décor
|
20
|
|
|
19
|
|
|
18
|
|
|
19
|
|
Hardlines
|
14
|
|
|
14
|
|
|
15
|
|
|
14
|
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Comparable Sales
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
October 28,
2017 |
|
|
October 29,
2016 |
|
|
October 28,
2017 |
|
|
October 29,
2016 |
|
Comparable sales change
|
0.9
|
%
|
|
(0.2
|
)%
|
|
0.3
|
%
|
|
—
|
%
|
Drivers of change in comparable sales
|
|
|
|
|
|
|
|
|
|
|
|
Number of transactions
|
1.4
|
|
|
(1.2
|
)
|
|
0.9
|
|
|
(1.0
|
)
|
Average transaction amount
|
(0.5
|
)
|
|
1.0
|
|
|
(0.6
|
)
|
|
1.0
|
|
Contribution to Comparable Sales Change
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
October 28,
2017 |
|
|
October 29,
2016 |
|
|
October 28,
2017 |
|
|
October 29,
2016 |
|
Stores channel comparable sales change
|
—
|
%
|
|
(1.0
|
)%
|
|
(0.6
|
)%
|
|
(0.7
|
)%
|
Digital channel contribution to comparable sales change
|
0.8
|
|
|
0.7
|
|
|
0.9
|
|
|
0.6
|
|
Total comparable sales change
|
0.9
|
%
|
|
(0.2
|
)%
|
|
0.3
|
%
|
|
—
|
%
|
REDcard Penetration
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
October 28,
2017 |
|
|
October 29,
2016 |
|
|
October 28,
2017 |
|
|
October 29,
2016 |
|
Target Debit Card
|
12.9
|
%
|
|
12.9
|
%
|
|
13.1
|
%
|
|
12.9
|
%
|
Target Credit Cards
|
11.4
|
|
|
11.4
|
|
|
11.3
|
|
|
11.0
|
|
Total REDcard Penetration
|
24.2
|
%
|
|
24.3
|
%
|
|
24.4
|
%
|
|
23.9
|
%
|
Change in Number of Stores
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
October 28,
2017 |
|
|
October 29,
2016 |
|
|
October 28,
2017 |
|
|
October 29,
2016 |
|
Beginning store count
|
1,816
|
|
|
1,797
|
|
|
1,802
|
|
|
1,792
|
|
Opened
|
12
|
|
|
5
|
|
|
26
|
|
|
11
|
|
Closed
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
Ending store count
|
1,828
|
|
|
1,800
|
|
|
1,828
|
|
|
1,800
|
|
Number of Stores and
Retail Square Feet |
Number of Stores
|
|
Retail Square Feet
(a)
|
||||||||||
October 28,
2017 |
|
January 28,
2017 |
|
October 29,
2016 |
|
|
October 28,
2017 |
|
January 28,
2017 |
|
October 29,
2016 |
|
|
170,000 or more sq. ft.
|
276
|
|
276
|
|
278
|
|
|
49,326
|
|
49,328
|
|
49,685
|
|
50,000 to 169,999 sq. ft.
|
1,508
|
|
1,504
|
|
1,503
|
|
|
190,038
|
|
189,620
|
|
189,496
|
|
49,999 or less sq. ft.
|
44
|
|
22
|
|
19
|
|
|
1,268
|
|
554
|
|
464
|
|
Total
|
1,828
|
|
1,802
|
|
1,800
|
|
|
240,632
|
|
239,502
|
|
239,645
|
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
|
October 28, 2017
|
|
October 29, 2016
|
||||||||||||||||||||
(millions, except per share data)
|
|
Pretax
|
|
|
Net of Tax
|
|
|
Per Share Amounts
|
|
|
Pretax
|
|
|
Net of Tax
|
|
|
Per Share Amounts
|
|
||||||
GAAP diluted earnings per share from continuing operations
|
|
|
|
|
|
$
|
0.87
|
|
|
|
|
|
|
$
|
1.06
|
|
||||||||
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on early retirement of debt
|
|
$
|
123
|
|
|
$
|
75
|
|
|
$
|
0.14
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Pharmacy Transaction-related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(3
|
)
|
|
—
|
|
||||||
Income tax matters
(a)
|
|
—
|
|
|
(55
|
)
|
|
(0.10
|
)
|
|
—
|
|
|
(5
|
)
|
|
(0.01
|
)
|
||||||
Adjusted diluted earnings per share from continuing operations
|
|
|
|
|
|
$
|
0.91
|
|
|
|
|
|
|
$
|
1.04
|
|
|
|
Nine Months Ended
|
||||||||||||||||||||||
|
|
October 28, 2017
|
|
October 29, 2016
|
||||||||||||||||||||
(millions, except per share data)
|
|
Pretax
|
|
|
Net of Tax
|
|
|
Per Share Amounts
|
|
|
Pretax
|
|
|
Net of Tax
|
|
|
Per Share Amounts
|
|
||||||
GAAP diluted earnings per share from continuing operations
|
|
|
|
|
|
$
|
3.31
|
|
|
|
|
|
|
$
|
3.14
|
|
||||||||
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss on early retirement of debt
|
|
$
|
123
|
|
|
$
|
75
|
|
|
$
|
0.14
|
|
|
$
|
422
|
|
|
$
|
257
|
|
|
$
|
0.44
|
|
Pharmacy Transaction-related costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Income tax matters
(a)
|
|
—
|
|
|
(56
|
)
|
|
(0.10
|
)
|
|
—
|
|
|
(8
|
)
|
|
(0.01
|
)
|
||||||
Adjusted diluted earnings per share from continuing operations
|
|
|
|
|
|
$
|
3.34
|
|
|
|
|
|
|
$
|
3.56
|
|
EBIT and EBITDA
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
(millions) (unaudited)
|
|
October 28,
2017 |
|
October 29,
2016 |
|
Change
|
|
October 28,
2017 |
|
October 29,
2016 |
|
Change
|
||||||||||
Net earnings from continuing operations
|
|
$
|
478
|
|
|
$
|
608
|
|
|
(21.5
|
)%
|
|
$
|
1,826
|
|
|
$
|
1,847
|
|
|
(1.1
|
)%
|
+ Provision for income taxes
|
|
137
|
|
|
311
|
|
|
(55.8
|
)
|
|
802
|
|
|
910
|
|
|
(11.9
|
)
|
||||
+ Net interest expense
|
|
254
|
|
|
142
|
|
|
79.1
|
|
|
532
|
|
|
864
|
|
|
(38.4
|
)
|
||||
EBIT
|
|
869
|
|
|
1,061
|
|
|
(18.1
|
)
|
|
3,160
|
|
|
3,621
|
|
|
(12.7
|
)
|
||||
+ Total depreciation and amortization
(a)
|
|
633
|
|
|
570
|
|
|
11.1
|
|
|
1,784
|
|
|
1,686
|
|
|
5.8
|
|
||||
EBITDA
|
|
$
|
1,502
|
|
|
$
|
1,631
|
|
|
(7.9
|
)%
|
|
$
|
4,944
|
|
|
$
|
5,307
|
|
|
(6.8
|
)%
|
After-Tax Return on Invested Capital
|
|
|
||||||||||
|
|
|
|
|
||||||||
Numerator
|
|
Trailing Twelve Months
|
|
|
||||||||
(dollars in millions)
|
|
October 28,
2017 |
|
|
October 29,
2016 |
|
|
|
||||
Earnings from continuing operations before interest expense and income taxes
|
|
$
|
4,508
|
|
|
$
|
5,790
|
|
|
|
||
+ Operating lease interest
(a)(b)
|
|
78
|
|
|
72
|
|
|
|
||||
Adjusted earnings from continuing operations before interest expense and income taxes
|
|
4,586
|
|
|
5,862
|
|
|
|
||||
- Income taxes
(c)
|
|
1,420
|
|
|
1,849
|
|
|
|
||||
Net operating profit after taxes
|
|
$
|
3,166
|
|
|
$
|
4,013
|
|
|
|
Denominator
(dollars in millions)
|
|
October 28,
2017 |
|
|
October 29,
2016 |
|
|
October 31,
2015 |
|
|||
Current portion of long-term debt and other borrowings
|
|
$
|
1,354
|
|
|
$
|
729
|
|
|
$
|
825
|
|
+ Noncurrent portion of long-term debt
|
|
11,277
|
|
|
12,097
|
|
|
11,887
|
|
|||
+ Shareholders' equity
|
|
11,137
|
|
|
11,069
|
|
|
13,256
|
|
|||
+ Capitalized operating lease obligations
(b)(d)
|
|
1,298
|
|
|
1,192
|
|
|
1,503
|
|
|||
- Cash and cash equivalents
|
|
2,725
|
|
|
1,231
|
|
|
1,977
|
|
|||
- Net assets of discontinued operations
|
|
4
|
|
|
60
|
|
|
197
|
|
|||
Invested capital
|
|
$
|
22,337
|
|
|
$
|
23,796
|
|
|
$
|
25,298
|
|
Average invested capital
(e)
|
|
$
|
23,067
|
|
|
$
|
24,547
|
|
|
|
After-tax return on invested capital
(f)
|
|
13.7
|
%
|
|
16.3
|
%
|
|
|
Reconciliation of Capitalized Operating Leases
|
|
Trailing Twelve Months
|
||||||||||||
(dollars in millions)
|
|
October 28,
2017 |
|
|
October 29,
2016 |
|
|
October 31,
2015 |
|
|||||
Total rent expense
|
|
$
|
162
|
|
|
$
|
149
|
|
|
$
|
188
|
|
||
Capitalized operating lease obligations (total rent expense x 8)
|
|
1,298
|
|
|
1,192
|
|
|
1,503
|
|
|||||
Operating lease interest (capitalized operating lease obligations x 6%)
|
|
78
|
|
|
72
|
|
|
n/a
|
|
Credit Ratings
|
Moody’s
|
Standard and Poor’s
|
Fitch
|
Long-term debt
|
A2
|
A
|
A-
|
Commercial paper
|
P-1
|
A-1
|
F2
|
Period
|
Total Number
of Shares
Purchased
|
|
|
Average
Price
Paid per
Share
|
|
|
Total Number of
Shares Purchased
as Part of Publicly Announced Programs
|
|
|
Dollar Value of
Shares that May
Yet Be Purchased
Under Publicly Announced Programs
|
|
|
July 30, 2017 through August 26, 2017
|
|
|
|
|
|
|
|
|||||
August 2017 ASR
(a)
|
2,500,000
|
|
|
TBD
|
|
|
2,500,000
|
|
|
$
|
3,884,046,448
|
|
August 27, 2017 through September 30, 2017
|
|
|
|
|
|
|
|
|||||
Open market and privately negotiated purchases
|
169,233
|
|
|
58.74
|
|
|
169,233
|
|
|
3,874,106,311
|
|
|
October 1, 2017 through October 28, 2017
|
|
|
|
|
|
|
|
|||||
Open market and privately negotiated purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
3,874,106,311
|
|
|
Total
|
2,669,233
|
|
|
TBD
|
|
|
2,669,233
|
|
|
$
|
3,874,106,311
|
|
|
|
TARGET CORPORATION
|
||
|
|
||
|
|
||
Dated: November 20, 2017
|
By:
|
/s/ Cathy R. Smith
|
|
|
|
Cathy R. Smith
|
|
|
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
|
|
(Duly Authorized Officer and
|
|
|
|
Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Robert M. Harrison
|
|
|
|
|
Robert M. Harrison
|
|
|
|
Senior Vice President, Chief Accounting Officer
|
|
|
|
and Controller
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TARGET CORPORATION
|
|
|
|
|
|
By:
/s/ Sara Ross
|
|
|
Name: Sara Ross
|
|
|
Title: Assistant Treasurer
|
|
|
ADMINISTRATIVE AGENT
:
|
|
|
|
|
|
BANK OF AMERICA, N.A., as
|
|
|
Administrative Agent
|
|
|
|
|
|
By:
/s/ Don B. Pinzon
|
|
|
Name: Don B. Pinzon
|
|
|
Title: Vice President
|
|
|
LENDERS
:
|
|
|
|
|
|
BANK OF AMERICA, N.A.
|
|
|
|
|
|
By:
/s/ J. Casey Cosgrove
|
|
|
Name: J. Casey Cosgrove
|
|
|
Title: Director
|
|
|
CITIBANK, N.A.
|
|
|
|
|
|
By:
/s/ Carolyn Kee
|
|
|
Name: Carolyn Kee
|
|
|
Title: Vice President
|
|
|
JPMORGAN CHASE BANK, N.A.
|
|
|
|
|
|
By:
/s/ Tony Yung
|
|
|
Name: Tony Yung
|
|
|
Title: Executive Director
|
|
|
U.S. BANK NATIONAL ASSOCIATION
|
|
|
|
|
|
By:
/s/ Tim Landro
|
|
|
Name: Tim Landro
|
|
|
Title: Vice President
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
|
|
|
|
|
|
By:
/s/ Ekta Patel
|
|
|
Name: Ekta Patel
|
|
|
Title: Director
|
|
|
BARCLAYS BANK PLC
|
|
|
|
|
|
By:
/s/ Christopher Aitkin
|
|
|
Name: Christopher Aitkin
|
|
|
Title: Assistant Vice President
|
|
|
DEUTSCHE BANK AG NEW YORK BRANCH
|
|
|
|
|
|
By:
/s/ Ming K. Chu
|
|
|
Name: Ming K. Chu
|
|
|
Title: Director
|
|
|
|
|
|
By:
/s/ Virginia Cosenza
|
|
|
Name: Virginia Cosenza
|
|
|
Title: Vice President
|
|
|
GOLDMAN SACHS BANK USA
|
|
|
|
|
|
By:
/s/ Annie Carr
|
|
|
Name: Annie Carr
|
|
|
Title: Authorized Signatory
|
|
|
HSBC BANK USA, NATIONAL ASSOCIATION
|
|
|
|
|
|
By:
/s/ Alan Vitulich
|
|
|
Name: Alan Vitulich
|
|
|
Title: Director
|
|
|
MIZUHO BANK, LTD.
|
|
|
|
|
|
By:
/s/ Tracy Rahn
|
|
|
Name: Tracy Rahn
|
|
|
Title: Authorized Signatory
|
|
|
ROYAL BANK OF CANADA
|
|
|
|
|
|
By:
/s/ John Flores
|
|
|
Name: John Flores
|
|
|
Title: Authorized Signatory
|
|
|
THE TORONTO-DOMINION BANK, NEW YORK BRANCH
|
|
|
|
|
|
By:
/s/ Annie Dorval
|
|
|
Name: Annie Dorval
|
|
|
Title: Authorized Signatory
|
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
|
|
|
|
|
|
By:
/s/ Eric Hill
|
|
|
Name: Eric Hill
|
|
|
Title: Authorized Signatory
|
|
|
FIFTH THIRD BANK
|
|
|
|
|
|
By:
/s/ Gary Losey
|
|
|
Name: Gary S. Losey
|
|
|
Title: VP – Relationship Manager
|
|
|
SUMITOMO MITSUI BANKING CORPORATION
|
|
|
|
|
|
By:
/s/ Katsuyuki Kubo
|
|
|
Name: Katsuyuki Kubo
|
|
|
Title: Managing Director
|
|
|
STATE STREET BANK & TRUST COMPANY
|
|
|
|
|
|
By:
/s/ Andrei Bourdine
|
|
|
Name: Andrei Bourdine
|
|
|
Title: Vice President
|
|
|
FIRST HAWAIIAN BANK
|
|
|
|
|
|
By:
/s/ Derek Chang
|
|
|
Name: Derek Chang
|
|
|
Title: Vice President
|
|
Target Corporation Officer EDCP (formerly known as Target Corporation Deferred Compensation Plan--Senior Management Group)
|
|
Target Corporation DDCP (formerly known as Target Corporation Director Deferred Compensation Plan)
|
|
Target Corporation EDCP (formerly known as Executive Deferred Compensation Plan)
|
|
Officer Deferred Compensation Plan
|
|
SPP I (formerly known as Supplemental Pension Plan I)
|
|
SPP II (formerly known as Supplemental Pension Plan II)
|
|
SPP IV (formerly known as Supplemental Pension Plan IV)
|
|
SPP V (formerly known as Supplemental Pension Plan V)
|
|
Pilot Supplemental Pension
|
|
Individual deferred compensation agreements to the extent the agreement requires the obligation to be funded under a rabbi trust.
|
|
Executive Survivor Benefit Plan
|
|
Income Continuation Plan (formerly known as the Income Continuance Policy or the SMG Income Continuance Policy)
|
|
Excess Long Term Disability Plan
|
3.
|
Appendix B is amended and restated effective October 1, 2017 to remove, without replacement, the definitions for Supplemental Pension Plan III and Board of Director Consulting Fee.
|
COMPANY
By:
/s/ Stephanie Lundquist
Name: Stephanie Lundquist
Title: EVP & Chief HR Officer
|
TRUSTEE
By:
/s/ Jason Landry
Name: Jason Landry
Title: Vice President
|
|
|
Ratio of Earnings to Fixed Charges
|
Nine Months Ended
|
|
Fiscal Year Ended
|
|||||||||||||||||||
(dollars in millions)
|
Oct 28,
2017 |
|
Oct 29,
2016 |
|
|
Jan 28,
2017 |
|
Jan 30,
2016 |
|
Jan 31,
2015 |
|
Feb 1,
2014 |
|
Feb 2,
2013 |
|
|||||||
Earnings from continuing operations before income taxes
|
$
|
2,628
|
|
$
|
2,757
|
|
|
$
|
3,965
|
|
$
|
4,923
|
|
$
|
3,653
|
|
$
|
4,121
|
|
$
|
5,056
|
|
Capitalized interest, net
|
13
|
|
15
|
|
|
20
|
|
16
|
|
(1
|
)
|
(14
|
)
|
(12
|
)
|
|||||||
Adjusted earnings from continuing operations before income taxes
|
2,641
|
|
2,772
|
|
|
3,985
|
|
4,939
|
|
3,652
|
|
4,107
|
|
5,044
|
|
|||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest expense
(a)
|
423
|
|
449
|
|
|
591
|
|
616
|
|
619
|
|
641
|
|
721
|
|
|||||||
Interest portion of rental expense
|
83
|
|
80
|
|
|
107
|
|
108
|
|
108
|
|
108
|
|
106
|
|
|||||||
Total fixed charges
|
506
|
|
529
|
|
|
698
|
|
724
|
|
727
|
|
749
|
|
827
|
|
|||||||
Earnings from continuing operations before income taxes and fixed charges
|
$
|
3,147
|
|
$
|
3,301
|
|
|
$
|
4,683
|
|
$
|
5,663
|
|
$
|
4,379
|
|
$
|
4,856
|
|
$
|
5,871
|
|
Ratio of earnings to fixed charges
|
6.22
|
|
6.24
|
|
|
6.71
|
|
7.82
|
|
6.02
|
|
6.48
|
|
7.10
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Target Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 20, 2017
|
|
/s/ Brian C. Cornell
|
Brian C. Cornell
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Target Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: November 20, 2017
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/s/ Cathy R. Smith
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Cathy R. Smith
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Executive Vice President and Chief Financial Officer
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1.
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: November 20, 2017
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/s/ Brian C. Cornell
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Brian C. Cornell
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Chairman and Chief Executive Officer
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1.
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: November 20, 2017
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/s/ Cathy R. Smith
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Cathy R. Smith
|
Executive Vice President and Chief Financial Officer
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