Edgar Filing: TARGET CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2010

Commission File Number 1-6049

TARGET CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota		41-0215170
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1000 Nicollet Mall, Minneapolis, Minnesota		55403
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 612/304-6073

Former name, former address and former fiscal year, if changed since last report: N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller Reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

Indicate the number of shares outstanding of each of registrant’s classes of common stock, as of the latest practicable date. Total shares of common stock, par value $.0833, outstanding at August 25, 2010 were 721,447,816.

TARGET CORPORATION

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Operations	1
	Consolidated Statements of Financial Position	2
	Consolidated Statements of Cash Flows	3
	Consolidated Statements of Shareholders’ Investment	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Reserved	23
Item 5.	Other Information	23
Item 6.	Exhibits	23


Signature		25
Exhibit Index		26

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Statements of Operations

	Three Months Ended						Six Months Ended
	July 31		,	August 1		,	July 31		,	August 1		,
(millions, except per share data) (unaudited)	2010			2009			2010			2009
Sales	$	15,126		$	14,567		$	30,283		$	28,928
Credit card revenues	406			500			841			972
Total revenues	15,532			15,067			31,124			29,900
Cost of sales	10,293			9,914			20,705			19,851
Selling, general and administrative expenses	3,263			3,136			6,405			6,150
Credit card expenses	214			388			494			772
Depreciation and amortization	496			478			1,012			950
Earnings before interest expense and income taxes	1,266			1,151			2,508			2,177
Net interest expense
Nonrecourse debt collateralized by credit card receivables	21			24			44			51
Other interest expense	165			171			330			348
Interest income	(1		)	(1		)	(1		)	(2		)
Net interest expense	185			194			373			397
Earnings before income taxes	1,081			957			2,135			1,780
Provision for income taxes	402			363			785			664
Net earnings	$	679		$	594		$	1,350		$	1,116
Basic earnings per share	$	0.93		$	0.79		$	1.84		$	1.48
Diluted earnings per share	$	0.92		$	0.79		$	1.82		$	1.48
Weighted average common shares outstanding
Basic	731.1			752.0			735.5			752.1
Diluted	736.6			754.4			741.1			754.2

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Financial Position

	July 31,		January 30		,	August 1,
(millions)	2010		2010			2009
Assets	(unaudited)					(unaudited)
Cash and cash equivalents, including marketable securities of $972, $1,617 and $385	$	1,540	$	2,200		$	957
Credit card receivables, net of allowance of $851, $1,016 and $1,004	6,137		6,966			7,288
Inventory	7,728		7,179			7,528
Other current assets	1,840		2,079			1,910
Total current assets	17,245		18,424			17,683
Property and equipment
Land	5,845		5,793			5,726
Buildings and improvements	22,568		22,152			21,530
Fixtures and equipment	4,602		4,743			4,481
Computer hardware and software	2,432		2,575			2,540
Construction-in-progress	772		502			978
Accumulated depreciation	(10,818)		(10,485)			(9,543)
Property and equipment, net	25,401		25,280			25,712
Other noncurrent assets	1,009		829			838
Total assets	$	43,655	$	44,533		$	44,233
Liabilities and shareholders’ investment
Accounts payable	$	6,228	$	6,511		$	6,233
Accrued and other current liabilities	3,057		3,120			3,004
Unsecured debt and other borrowings	782		796			517
Nonrecourse debt collateralized by credit card receivables	33		900			56
Total current liabilities	10,100		11,327			9,810
Unsecured debt and other borrowings	11,693		10,643			11,983
Nonrecourse debt collateralized by credit card receivables	4,044		4,475			5,458
Deferred income taxes	740		835			494
Other noncurrent liabilities	1,810		1,906			1,886
Total noncurrent liabilities	18,287		17,859			19,821
Shareholders’ investment
Common stock	60		62			63
Additional paid-in capital	3,085		2,919			2,822
Retained earnings	12,690		12,947			12,266
Accumulated other comprehensive loss	(567)		(581)			(549)
Total shareholders’ investment	15,268		15,347			14,602
Total liabilities and shareholders’ investment	$	43,655	$	44,533		$	44,233
Common shares outstanding	722.6		744.6			751.9

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Cash Flows

	Six Months Ended
	July 31		,	August 1		,
(millions) (unaudited)	2010			2009
Operating activities
Net earnings	$	1,350		$	1,116
Reconciliation to cash flow
Depreciation and amortization	1,012			950
Share-based compensation expense	52			48
Deferred income taxes	148			64
Bad debt expense	335			600
Loss/impairment of property and equipment, net	10			74
Other non-cash items affecting earnings	75			28
Changes in operating accounts providing / (requiring) cash
Accounts receivable originated at Target	241			154
Inventory	(549		)	(823		)
Other current assets	(76		)	(59		)
Other noncurrent assets	(106		)	19
Accounts payable	(283		)	(103		)
Accrued and other current liabilities	(247		)	30
Other noncurrent liabilities	(134		)	(47		)
Cash flow provided by operations	1,828			2,051
Investing activities
Expenditures for property and equipment	(991		)	(1,042		)
Proceeds from disposal of property and equipment	32			24
Change in accounts receivable originated at third parties	254			42
Other investments	(20		)	4
Cash flow required for investing activities	(725		)	(972		)
Financing activities
Additions to long-term debt	997			—
Reductions of long-term debt	(1,339		)	(754		)
Dividends paid	(252		)	(241		)
Repurchase of stock	(1,285		)	—
Stock option exercises and related tax benefit	116			9
Cash flow required for financing activities	(1,763		)	(986		)
Net increase/(decrease) in cash and cash equivalents	(660		)	93
Cash and cash equivalents at beginning of period	2,200			864
Cash and cash equivalents at end of period	$	1,540		$	957

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Shareholders’ Investment

											Accumulated Other Comprehensive Income/(Loss)
(millions, except footnotes)	Common Stock Shares		Stock Par Value			Additional Paid-in Capital		Retained Earnings			Pension and Other Benefit Liability Adjustments			Derivative Instruments, Foreign Currency and Other			Total
January 31, 2009	752.7		$	63		$	2,762	$	11,443		$	(510	)	$	(46	)	$	13,712
Net earnings	—		—			—		2,488			—			—			2,488
Other comprehensive income
Pension and other benefit liability adjustments, net of taxes of $17	—		—			—		—			(27		)	—			(27		)
Net change on cash flow hedges, net of taxes of $2	—		—			—		—			—			4			4
Currency translation adjustment, net of taxes of $0	—		—			—		—			—			(2		)	(2		)
Total comprehensive income																	2,463
Dividends declared	—		—			—		(503		)	—			—			(503		)
Repurchase of stock	(9.9	)	(1		)	—		(481		)	—			—			(482		)
Stock options and awards	1.8		—			157		—			—			—			157
January 30, 2010	744.6		$	62		$	2,919	$	12,947		$	(537	)	$	(44	)	$	15,347
(unaudited)
Net earnings	—		—			—		1,350			—			—			1,350
Other comprehensive income
Pension and other benefit liability adjustments, net of taxes of $7	—		—			—		—			11			—			11
Net change on cash flow hedges, net of taxes of $1	—		—			—		—			—			2			2
Currency translation adjustment, net of taxes of $1	—		—			—		—			—			1			1
Total comprehensive income																	1,364
Dividends declared	—		—			—		(306		)	—			—			(306		)
Repurchase of stock	(25.1	)	(2		)	—		(1,301		)	—			—			(1,303		)
Stock options and awards	3.1		—			166		—			—			—			166
July 31, 2010	722.6		$	60		$	3,085	$	12,690		$	(526	)	$	(41	)	$	15,268

Dividends declared per share were $0.25 and $0.17 for the three months ended July 31, 2010, and August 1, 2009, respectively, and $0.42 and $0.33 for the six months ended July 31, 2010 and August 1, 2009, respectively. For the fiscal year ended January 30, 2010, dividends declared per share were $0.67.

See accompanying Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements

1. Accounting Policies

The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statement disclosures contained in the 2009 Form 10-K for Target Corporation (Target or the Corporation). The same accounting policies are followed in preparing quarterly financial data as are followed in preparing annual data. See Note 1 in our Form 10-K for the fiscal year ended January 30, 2010, for those policies. In the opinion of management, all adjustments necessary for a fair presentation of quarterly operating results are reflected herein and are of a normal, recurring nature.

Due to the seasonal nature of our business, quarterly revenues, expenses, earnings and cash flows are not necessarily indicative of the results that may be expected for the full year.

2. Earnings Per Share

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

Earnings Per Share	Basic EPS								Diluted EPS
	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	July 31,		Aug. 1,		July 31,		Aug. 1,		July 31,		Aug. 1,		July 31,		Aug. 1,
(millions, except per share data)	2010		2009		2010		2009		2010		2009		2010		2009
Net earnings	$	679	$	594	$	1,350	$	1,116	$	679	$	594	$	1,350	$	1,116
Basic weighted average common shares outstanding	731.1		752.0		735.5		752.1		731.1		752.0		735.5		752.1
Incremental stock options, performance share units and restricted stock units	—		—		—		—		5.5		2.4		5.6		2.1
Weighted average common shares outstanding	731.1		752.0		735.5		752.1		736.6		754.4		741.1		754.2
Earnings per share	$	0.93	$	0.79	$	1.84	$	1.48	$	0.92	$	0.79	$	1.82	$	1.48

For the July 31, 2010, and August 1, 2009, computations, 11.6 million and 25.5 million stock options, respectively, were excluded from the calculation of weighted average shares for diluted EPS because their effects were antidilutive.

3. Fair Value Measurements

Fair value is the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Fair value measurements are categorized into one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs available at the measurement date, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data).

The following table presents financial assets and liabilities measured at fair value on a recurring basis:

Fair Value Measurements —
Recurring Basis	Fair Value at						Fair Value at						Fair Value at
	July 31, 2010						January 30, 2010						August 1, 2009
(millions)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents
Marketable securities	$	972	$	—	$	—	$	1,617	$	—	$	—	$	385	$	—	$	—
Other current assets
Prepaid forward contracts	73		—		—		79		—		—		59		—		—
Other noncurrent assets
Interest rate swaps(a)	—		164		—		—		131		—		—		131		—
Company-owned life insurance investments(b)	—		326		—		—		305		—		—		323		—
Total	$	1,045	$	490	$	—	$	1,696	$	436	$	—	$	444	$	454	$	—
Liabilities
Other noncurrent liabilities Interest rate swaps(a)	$	—	$	66	$	—	$	—	$	23	$	—	$	—	$	14	$	—
Total	$	—	$	66	$	—	$	—	$	23	$	—	$	—	$	14	$	—

(a)	There were no interest rate swaps designated as accounting hedges at July 31, 2010, January 30, 2010 or August 1, 2009.
(b)	Company-owned life insurance investments consist of equity index funds and fixed income assets. Amounts are presented net of loans of $239 million at July 31, 2010, $244 million at January 30, 2010, and $196 million at August 1, 2009 that are secured by some of these policies.

Position		Valuation Technique
Marketable securities		Initially valued at transaction price. Carrying value of cash equivalents (including money market funds) approximates fair value because maturities are less than three months.

Prepaid forward contracts		Initially valued at transaction price. Subsequently valued by reference to the market price of Target common stock.

Interest rate swaps/ forward and equity swaps		Valuation models are calibrated to initial trade price. Subsequent valuations are based on observable inputs to the valuation model (e.g., interest rates and credit spreads). Model inputs are changed only when corroborated by market data. A credit risk adjustment is made on each swap using observable market credit spreads.

Company-owned life insurance investments		Includes investments in separate accounts that are valued based on market rates credited by the insurer.

Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). The fair value measurements related to long-lived assets held for sale and held and used in the following table were determined using available market prices at the measurement date based on recent investments or pending transactions of similar assets, third-party independent appraisals, valuation multiples or public comparables, less cost to sell where appropriate. We classify these measurements as Level 2.

Fair Value Measurements — Nonrecurring Basis

	Other current assets						Property and equipment
	Long-lived assets held for sale						Long-lived assets held and used(a)
(millions)	Three Months Ended			Six Months Ended			Three Months Ended			Six Months Ended
Measured as of July 31, 2010:
Carrying amount	$	2		$	2		$	39		$	62
Fair value measurement	2			2			34			54
Gain/(loss)	—			—			(5		)	(8		)
Measured as of August 1, 2009:
Carrying amount	15			39			51			62
Fair value measurement	11			30			34			40
Gain/(loss)	(4		)	(9		)	(17		)	(22		)

(a)

Primarily relates to real estate and buildings intended for sale in the future but not currently meeting the held for sale criteria.

The following table presents the carrying amounts and estimated fair values of financial instruments not measured at fair value in the Consolidated Statements of Financial Position. The fair value of marketable securities is determined using available market prices at the reporting date. The fair value of debt is measured using a discounted cash flow analysis based on our current market interest rates for similar types of financial instruments.

Financial Instruments Not Measured at Fair Value	July 31, 2010				August 1, 2009
	Carrying		Fair		Carrying		Fair
(millions)	Amount		Value		Amount		Value
Financial assets
Other current assets
Marketable securities(a)	$	24	$	24	$	18	$	18
Other noncurrent assets
Marketable securities(a)	—		—		3		3
Total	$	24	$	24	$	21	$	21
Financial liabilities
Total debt(b)	$	16,135	$	17,953	$	17,637	$	18,502
Total	$	16,135	$	17,953	$	17,637	$	18,502

(a)	Amounts include held-to-maturity government and money market investments that are held to satisfy the regulatory requirements of Target Bank and Target National Bank.
(b)	Represents the sum of nonrecourse debt collateralized by credit card receivables and unsecured debt and other borrowings excluding unamortized swap valuation adjustments and capital lease obligations.

The carrying amounts of credit card receivables, net of allowance, accounts payable, and certain accrued and other current liabilities approximate fair value at July 31, 2010.

4. Credit Card Receivables

Credit card receivables are recorded net of an allowance for doubtful accounts. The allowance, recognized in an amount equal to the anticipated future write-offs of existing receivables, was $851 million at July 31, 2010, $1,016 million at January 30, 2010 and $1,004 million at August 1, 2009. This allowance includes provisions for uncollectible finance charges and other credit-related fees. We estimate future write-offs based on historical experience of delinquencies, risk scores, aging trends, and industry risk trends. Substantially all accounts continue to accrue finance charges until they are written off. Total receivables past due ninety days or more and still accruing finance charges were $246 million at July 31, 2010, $371 million at January 30, 2010 and $340 million at August 1, 2009. Accounts are written off when they become 180 days past due.

Under certain circumstances, we offer cardholder payment plans that modify finance charges and minimum payments, which meet the accounting definition of a troubled debt restructuring (TDRs). These concessions are made on an individual cardholder basis for economic or legal reasons specific to each individual cardholder’s circumstances. As a percentage of period-end gross receivables, receivables classified as TDRs were 6.3 percent at July 31, 2010, 6.7 percent at January 30, 2010, and 6.5 percent at August 1, 2009. Receivables classified as TDRs are treated consistently with other aged receivables in determining our allowance for doubtful accounts.

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

We consolidate the receivables within the Trust and any debt securities issued by the Trust, or a related trust, in our Consolidated Statements of Financial Position. The receivables transferred to the Trust are not available to general creditors of the Corporation. The payments to the holders of the debt securities issued by the Trust or the related trust are made solely from the assets transferred to the Trust or the related trust and are nonrecourse to the general assets of the Corporation. Upon termination of the securitization program and repayment of all debt securities, any remaining assets could be distributed to the Corporation in a liquidation of TRC.

In the second quarter of 2008, we sold an interest in our credit card receivables to a JPMorgan Chase affiliate (JPMC). The interest sold represented 47 percent of the receivables portfolio at the time of the transaction. This transaction was accounted for as a secured borrowing, and accordingly, the credit card receivables within the Trust and the note payable issued are reflected in our Consolidated Statements of Financial Position. Notwithstanding this accounting treatment, the accounts receivable assets that collateralize the note payable supply the cash flow to pay principal and interest to the note holder; the receivables are not available to general creditors of the Corporation; and the payments to JPMC are made solely from the Trust and are nonrecourse to the general assets of the Corporation. Interest and principal payments due on the note are satisfied provided the cash flows from the Trust assets are sufficient. If the cash flows are less than the periodic interest, the available amount, if any, is paid with respect to interest. Interest shortfalls will be paid to the extent subsequent cash flows from the assets in the Trust are sufficient. Future principal payments will be made from JPMC’s prorata share of cash flows from the Trust assets.

In the event of a decrease in the receivables principal amount such that JPMC’s interest in the entire portfolio would exceed 47 percent for three consecutive months, TRC (using the cash flows from the assets in the Trust) would be required to pay JPMC a pro rata amount of principal collections such that the portion owned by JPMC would not exceed 47 percent, unless JPMC provides a waiver. Conversely, at the option of the Corporation, JPMC may be required to fund an increase in the portfolio to maintain their 47 percent interest up to a maximum JPMC principal balance of $4.2 billion. Due to the continuing declines in gross credit card receivables, TRC repaid JPMC $153 million in the second quarter of 2010, $268 million in the first quarter of 2010 and $163 million in the fourth quarter of 2009 under the terms of this agreement. On August 25, 2010, TRC repaid an additional $33 million to JPMC.

If a three-month average of monthly finance charge excess (JPMC’s prorata share of finance charge collections less write-offs and specified expenses) is less than 2 percent of the outstanding principal balance of JPMC’s interest, the Corporation must implement mutually agreed upon underwriting strategies. If the three-month average finance charge excess falls below 1 percent of the outstanding principal balance of JPMC’s interest, JPMC may compel the Corporation to implement underwriting and collections activities, provided those activities are compatible with the Corporation’s systems, as well as consistent with similar credit card receivable portfolios managed by JPMC. If the Corporation fails to implement the activities, JPMC has the right to cause the accelerated repayment of the note payable issued in the transaction. As noted in the preceding paragraph, payments would be made solely from the Trust assets.

5. Contingencies

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

6. Notes Payable and Long-Term Debt

We obtain short-term financing from time to time under our commercial paper program, a form of notes payable. There were no amounts outstanding under our commercial paper program at July 31, 2010, January 30, 2010, or August 1, 2009.

In July 2010, we issued $1 billion of long-term debt at 3.875% that matures in July 2020. Proceeds from this issuance were used for general corporate purposes.

In April 2010, TRC repurchased and retired the entire $900 million series of nonrecourse debt collateralized by credit card receivables, at par, that otherwise would have matured in October 2010. No gain or loss was recorded other than insignificant expenses associated with retiring this debt.

In addition, TRC has made payments to JPMC to reduce its interest in our credit card receivables as described in Note 4, Credit Card Receivables.

7. Derivative Financial Instruments

Derivative financial instruments are reported at fair value on the Consolidated Statements of Financial Position. Our derivative instruments have been primarily interest rate swaps. We use these derivatives to mitigate our interest rate risk. We have counterparty credit risk resulting from our derivative instruments. This risk lies primarily with two global financial institutions. We monitor this concentration of counterparty credit risk on an ongoing basis.

Historically, the majority of our derivative instruments qualified for fair value hedge accounting treatment. During 2008, we terminated or de-designated certain interest rate swaps. Total net gains amortized into net interest expense for terminated or de-designated swaps were $11 million and $15 million during the three months ended July 31, 2010 and August 1, 2009, respectively. Total net gains amortized into net interest expense for terminated and de-designated swaps were $22 million and $33 million during the six months ended July 31, 2010 and August 1, 2009, respectively. The amount remaining on unamortized hedged debt valuation gains from terminated or de-designated interest rate swaps that will be amortized into earnings over the remaining lives totaled $175 million, $197 million and $230 million, at July 31, 2010, January 30, 2010 and August 1, 2009, respectively.

Periodic payments, valuation adjustments and amortization of gains or losses related to derivative contracts are summarized below:

Derivative Contracts — Effect on Results of Operations		Three Months Ended				Six Months Ended
	Classification of	July 31,		August 1,		July 31,		August 1,
(millions)	Income/(Expense)	2010		2009		2010		2009
Interest Rate Swaps	Other interest expense	$	13	$	16	$	28	$	32

At July 31, 2010, there were no derivative instruments designated as accounting hedges.

See Note 3, Fair Value Measurements, for a description of the fair value measurement of derivative contracts and their classification on the Consolidated Statements of Financial Position.

8. Income Taxes

We file a U.S. federal income tax return and income tax returns in various states and foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations for years before 2009 and, with few exceptions, are no longer subject to state and local or non-U.S. income tax examinations by tax authorities for years before 2003.

We accrue for the effects of uncertain tax positions and the related potential penalties and interest.

During the first quarter of 2010, we filed a tax accounting method change that resolved the uncertainty surrounding the timing of deductions for one of our tax positions, resulting in a $130 million decrease to our unrecognized tax benefit liability. Because this matter solely related to the timing of the deduction, this change had virtually no effect on net tax expense in the first quarter of 2010. As of July 31, 2010, our unrecognized tax benefit liability was $379 million.

It is possible that up to $55 million of unrecognized tax benefits as of July 31, 2010 will be recognized within the next twelve months because a variety of issues may be resolved. If these issues are favorably resolved, they would result in a corresponding reduction to income tax expense of approximately the same amount.

9. Share Repurchase

Since the inception of our share repurchase program, which began in the fourth quarter of 2007, we have repurchased 128.6 million shares of our common stock, for a total cash investment of $6,620 million (average price per share of $51.46).

During the three months ended July 31, 2010, we repurchased 17.5 million shares of our common stock, for a total cash investment of $907 million (average price per share of $51.72). There were no prepaid forward contracts settled during the three months ended July 31, 2010.

During the six months ended July 31, 2010, we repurchased 25.1 million shares of our common stock, including 0.3 million shares through settlement of prepaid forward contracts, for a total cash investment of $1,301 million (average price per share of $51.89), of which $15 million was paid in prior periods. The prepaid forward contracts settled during the six months ended July 31, 2010 had a total cash investment of $15 million and an aggregate market value of $16 million at their respective settlement dates.

During the three months ended August 1, 2009, we repurchased 0.5 million shares of our common stock, for a total cash investment of $20 million (average price per share of $41.13), all of which was paid in prior periods. All shares reacquired during the three months ended August 1, 2009 were delivered upon settlement of prepaid forward contracts. The prepaid forward contracts settled during the three months ended August 1, 2009 had a total cash investment of $20 million and an aggregate market value of $21 million at their respective settlement dates.

During the six months ended August 1, 2009, we repurchased 1.2 million shares of our common stock, for a total cash investment of $42 million (average price per share of $34.62), of which $33 million was paid in prior periods. All shares reacquired during the six months ended August 1, 2009 were delivered upon settlement of prepaid forward contracts. The prepaid forward contracts settled during the six months ended August 1, 2009 had a total cash investment of $42 million and an aggregate market value of $44 million at their respective dates.

See Note 10, Pension, Postretirement Health Care and Other Benefits, for further details of our prepaid forward contracts.

10. Pension, Postretirement Health Care and Other Benefits

We have qualified defined benefit pension plans covering team members who meet age and service requirements, including in certain circumstances, date of hire. We also have unfunded, nonqualified pension plans for team members with qualified plan compensation restrictions. Eligibility for, and the level of, these benefits varies depending on team members’ date of hire, length of service and/or team member compensation. Upon early retirement and prior to Medicare eligibility, team members also become eligible for certain health care benefits if they meet minimum age and service requirements and agree to contribute a portion of the cost. Effective January 1, 2009, our qualified defined benefit pension plan was closed to new participants, with limited exceptions.

The following table provides a summary of the amounts recognized in our Consolidated Statements of Financial Position for our postretirement benefit plans:

Net Pension Expense and	Pension Benefits												Postretirement Health Care Benefits
Postretirement Healthcare	Three Months Ended						Six Months Ended						Three Months Ended					Six Months Ended
Expense	July 31,			Aug. 1,			July 31,			Aug. 1,			July 31,			Aug. 1,		July 31,			Aug. 1,
(millions)	2010			2009			2010			2009			2010			2009		2010			2009
Service cost	$	29		$	25		$	58		$	50		$	3		$	2	$	5		$	3
Interest cost	32			31			64			62			1			2		2			4
Expected return on assets	(48		)	(44		)	(96		)	(88		)	—			—		—			—
Recognized losses	11			6			22			12			1			—		2			—
Recognized prior service cost	—			(1		)	(1		)	(2		)	(3		)	—		(5		)	—
Total	$	24		$	17		$	47		$	34		$	2		$	4	$	4		$	7

We also maintain a nonqualified, unfunded deferred compensation plan for approximately 3,500 current and retired team members whose participation in our 401(k) plan is limited by statute or regulation. These team members choose from a menu of crediting rate alternatives that are the same as the investment choices in our 401(k) plan, including Target common stock. We credit an additional two percent per year to the accounts of all active participants, excluding executive officer

participants, in part to recognize the risks inherent to their participation in a plan of this nature. We also maintain a nonqualified, unfunded deferred compensation plan that was frozen during 1996, covering 11 current and 50 retired participants. In this plan, deferred compensation earns returns tied to market levels of interest rates plus an additional six percent return, with a minimum of 12 percent and a maximum of 20 percent, as determined by the plan’s terms.

We control some of our risk of offering the nonqualified plans by investing in vehicles that offset a substantial portion of our economic exposure to the returns of the plans. These investment vehicles include company-owned life insurance on approximately 4,000 highly compensated current and former team members who have given their consent to be insured and prepaid forward contracts in our own common stock. All of these investments are general corporate assets and are marked-to-market with the related gains and losses recognized in the Consolidated Statements of Operations in the period they occur.

The total change in fair value for contracts indexed to our own common stock recorded in earnings was a pretax (loss)/gain of $(7) million and $6 million for the three months ended July 31, 2010 and August 1, 2009, respectively, and a pretax (loss)/gain of $(1) million and $25 million for the six months ended July 31, 2010 and August 1, 2009, respectively. For the six months ended July 31, 2010, we invested approximately $11 million in prepaid forward contracts in our own common stock. For the six months ended August 1, 2009, we invested approximately $9 million in such investment instruments, and these investments are included in the Consolidated Statements of Cash Flows within other investing activities. Adjusting our position in these investment vehicles may involve repurchasing shares of Target common stock when settling the forward contracts. There were no repurchases during the three months ended July 31, 2010. For the six months ended July 31, 2010, these repurchases totaled 0.3 million shares, and for the three and six months ended August 1, 2009, these repurchases totaled 0.5 million and 1.2 million shares, respectively, and are included in the total share repurchases described in Note 9, Share Repurchase.

At July 31, 2010, January 30, 2010 and August 1, 2009, our outstanding interest in contracts indexed to our common stock was as follows:

Prepaid Forward Contracts on Target Common Stock		Contractual
(millions, except per share data)	Number of Shares	Price Paid per Share		Fair Value		Total Cash Investment
August 1, 2009	1.3	$	41.11	$	59	$	55
January 30, 2010	1.5	42.77		79		66
July 31, 2010	1.4	43.49		73		62

11. Segment Reporting

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

Business Segment Results	Three Months Ended July 31, 2010							Three Months Ended August 1, 2009
			Credit							Credit
(millions)	Retail		Card		Total			Retail		Card		Total
Sales/Credit card revenues	$	15,126	$	406	$	15,532		$	14,567	$	500	$	15,067
Cost of sales	10,293		—		10,293			9,914		—		9,914
Bad debt expense(a)	—		138		138			—		303		303
Selling, general and administrative/ Operations and marketing expenses(a), (b)	3,246		93		3,339			3,115		106		3,221
Depreciation and amortization	491		5		496			474		4		478
Earnings before interest expense and income taxes	1,096		170		1,266			1,064		87		1,151
Interest expense on nonrecourse debt collateralized by credit card receivables	—		21		21			—		24		24
Segment profit	$	1,096	$	149	1,245			$	1,064	$	63	1,127
Unallocated (income) and expenses
Other interest expense					165							171
Interest income					(1		)					(1		)
Earnings before income taxes					$	1,081						$	957

	Six Months Ended July 31, 2010							Six Months Ended August 1, 2009
			Credit							Credit
(millions)	Retail		Card		Total			Retail		Card		Total
Sales/Credit card revenues	$	30,283	$	841	$	31,124		$	28,928	$	972	$	29,900
Cost of sales	20,705		—		20,705			19,851		—		19,851
Bad debt expense(a)	—		335		335			—		600		600
Selling, general and administrative/ Operations and marketing expenses(a), (b)	6,370		193		6,563			6,109		213		6,322
Depreciation and amortization	1,003		9		1,012			942		7		950
Earnings before interest expense and income taxes	2,205		304		2,508			2,026		152		2,177
Interest expense on nonrecourse debt collateralized by credit card receivables	—		44		44			—		51		51
Segment profit	$	2,205	$	260	2,465			$	2,026	$	101	2,126
Unallocated (income) and expenses
Other interest expense					330							348
Interest income					(1		)					(2		)
Earnings before income taxes					$	2,135						$	1,780

(a)

The combination of bad debt expense and operations and marketing expenses within the Credit Card Segment represent credit card expenses on the Consolidated Statements of Operations.

(b)

New account and loyalty rewards redeemed by our guests reduce reported sales. Our Retail Segment charges the cost of these discounts to our Credit Card Segment, and the reimbursements of $17 million and $34 million for the three and six months ended July 31, 2010, respectively, and $21 million and $41 million for the three and six months ended August 1, 2009, respectively, are recorded as a reduction to SG&A expenses within the Retail Segment and an increase to operations and marketing expenses within the Credit Card Segment.

Note: The sum of the segment amounts may not equal the total amounts due to rounding.

Total Assets by Segment	July 31, 2010						January 30, 2010						August 1, 2009
			Credit						Credit						Credit
(millions)	Retail		Card		Total		Retail		Card		Total		Retail		Card		Total
Total assets	$	37,182	$	6,473	$	43,655	$	37,200	$	7,333	$	44,533	$	36,551	$	7,682	$	44,233

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

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

Executive Summary

Our financial results for the second quarter of 2010 reflect better than expected earnings from both our Retail and Credit Card Segments. Performance in our Retail Segment reflects increased sales of 3.8 percent over the comparable prior year period due to the contribution from new stores and a 1.7 percent comparable-store increase. We essentially maintained Retail Segment EBITDA and EBIT margin rates in the second quarter of 2010 compared to the prior year. In the Credit Card Segment, we achieved a significant increase in segment profit primarily due to declining bad debt expense driven by improved trends in key measures of risk.

Cash flow provided by operations was $1,828 million and $2,051 million for the six months ended July 31, 2010 and August 1, 2009, respectively. We opened 3 new stores in the first half of 2010, all in the second quarter. In the first half of 2009, we opened 50 new stores (37 stores net of 8 relocations and 5 closing), including 23 new stores (21 stores net of 2 relocations) in the second quarter of 2009. During the first half of 2010, we remodeled 211 stores under our current store remodel program, significantly more than the 15 stores we remodeled in the first half of 2009.

Analysis of Results of Operations

Retail Segment

Retail Segment Results	Three Months Ended					Six Months Ended
	July 31,		August 1,		Percent	July 31,		August 1,		Percent
(millions)	2010		2009		Change	2010		2009		Change
Sales	$	15,126	$	14,567	3.8%	$	30,283	$	28,928	4.7%
Cost of sales	10,293		9,914		3.8	20,705		19,851		4.3
Gross margin	4,833		4,653		3.9	9,578		9,077		5.5
SG&A expenses(a)	3,246		3,115		4.2	6,370		6,109		4.3
EBITDA	1,587		1,538		3.2	3,208		2,968		8.1
Depreciation and amortization	491		474		3.5	1,003		942		6.4
EBIT	$	1,096	$	1,064	3.1%	$	2,205	$	2,026	8.9%

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

EBIT is earnings before interest expense and income taxes.

(a) New account and loyalty rewards redeemed by our guests reduce reported sales. Our Retail Segment charges the cost of these discounts to our Credit Card Segment, and the reimbursements of $17 million and $34 million for the three and six months ended July 31, 2010, respectively, and $21 million and $41 million for the three and six months ended August 1, 2009 are recorded as a reduction to SG&A expenses within the Retail Segment.

Retail Segment Rate Analysis	Three Months Ended		Six Months Ended
	July 31,	August 1,	July 31,	August 1,
	2010	2009	2010	2009
Gross margin rate	32.0%	31.9%	31.6%	31.4%
SG&A expense rate	21.5%	21.4%	21.0%	21.1%
EBITDA margin rate	10.5%	10.6%	10.6%	10.3%
Depreciation and amortization expense rate	3.2%	3.3%	3.3%	3.3%
EBIT margin rate	7.2%	7.3%	7.3%	7.0%

Retail Segment rate analysis metrics are computed by dividing the applicable amount by sales.

Sales

Sales include merchandise sales, net of expected returns, from our stores and our online business, as well as gift card breakage. Comparable-store sales is a measure that indicates the performance of our existing stores by measuring the growth in sales for such stores for a period over the comparable, prior-year period of equivalent length. The method of calculating comparable-store sales varies across the retail industry. As a result, our comparable-store sales calculation is not necessarily comparable to similarly titled measures reported by other companies.

Comparable-store sales are sales from our online business and sales from general merchandise and SuperTarget stores open longer than one year, including:

· sales from stores that have been remodeled or expanded while remaining open (including our current store remodel program)

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

Comparable-store sales do not include:

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

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

Comparable-Store Sales	Three Months Ended		Six Months Ended
	July 31,	August 1,	July 31,	August 1,
	2010	2009	2010	2009
Comparable-store sales	1.7 %	(6.2)%	2.2 %	(5.0)%
Components of changes in comparable-store sales:
Number of transactions	2.4 %	(2.6)%	2.3 %	(1.9)%
Average transaction amount	(0.8)%	(3.7)%	(0.1)%	(3.1)%
Units per transaction	2.0 %	(2.6)%	1.6 %	(2.9)%
Selling price per unit	(2.7)%	(1.2)%	(1.7)%	(0.2)%

The comparable-store sales increases or decreases above are calculat