UNITED STATES | ||
SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
FORM 10-K | ||
(Mark One) | |
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended February 2, 2019 | |
OR | |
o | 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) | 41-0215170 (I.R.S. Employer Identification No.) | |
1000 Nicollet Mall, Minneapolis, Minnesota (Address of principal executive offices) | 55403 (Zip Code) | |
Registrant's telephone number, including area code: 612/304-6073
Securities Registered Pursuant To Section 12(B) Of The Act:
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, par value $0.0833 per share | New York Stock Exchange | |
Securities registered pursuant to Section 12(g) of the Act: None | ||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
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 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 x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o | |||
Smaller reporting company o | Emerging growth company o | ||||
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. 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
The aggregate market value of the voting stock held by non-affiliates of the registrant as of August 4, 2018, was $42,763,636,334 based on the closing price of $81.45 per share of Common Stock as reported on the New York Stock Exchange Composite Index.
Indicate the number of shares outstanding of each of registrant's classes of Common Stock, as of the latest practicable date. Total shares of Common Stock, par value $0.0833, outstanding at March 7, 2019, were 516,333,213.
DOCUMENTS INCORPORATED BY REFERENCE |
Portions of Target's Proxy Statement for the Annual Meeting of Shareholders to be held on June 12, 2019, are incorporated into Part III. |
TABLE OF CONTENTS
1
PART I
Item 1. Business
General
Target Corporation (Target, the Corporation or the Company) was incorporated in Minnesota in 1902. We offer our customers, referred to as "guests," everyday essentials and fashionable, differentiated merchandise at discounted prices. Our ability to deliver a preferred shopping experience to our guests is supported by our supply chain and technology, our devotion to innovation, our loyalty offerings and suite of fulfillment options, and our disciplined approach to managing our business and investing in future growth. We operate as a single segment designed to enable guests to purchase products seamlessly in stores or through our digital channels. Since 1946, we have given 5 percent of our profit to communities.
Financial Highlights
For information on key financial highlights, see Item 6, Selected Financial Data, and Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A).
Seasonality
A larger share of annual revenues and earnings traditionally occurs in the fourth quarter because it includes the November and December holiday sales period.
Merchandise
We sell a wide assortment of general merchandise and food. The majority of our general merchandise stores offer an edited food assortment, including perishables, dry grocery, dairy, and frozen items. Nearly all of our stores larger than 170,000 square feet offer a full line of food items comparable to traditional supermarkets. Our small format stores, generally smaller than 50,000 square feet, offer curated general merchandise and food assortments. Our digital channels include a wide merchandise assortment, including many items found in our stores, along with a complementary assortment.
A significant portion of our sales is from national brand merchandise. Approximately one-third of 2018 sales is related to our owned and exclusive brands, including but not limited to the following:
Owned Brands | ||
A New Day™ | JoyLab™ | Smartly™ |
Archer Farms® | Knox Rose™ | Smith & Hawken® |
Art Class™ | Kona Sol™ | Sonia Kashuk® |
Ava & Viv® | Made By Design™ | Spritz™ |
Boots & Barkley® | Market Pantry® | Sutton & Dodge® |
Bullseye's Playground™ | Opalhouse™ | Threshold™ |
Cat & Jack™ | Original Use™ | Universal Thread™ |
Cloud Island™ | Pillowfort™ | up & up® |
Embark® | Prologue™ | Who What Wear™ |
Gilligan & O'Malley® | Project 62™ | Wild Fable™ |
Goodfellow & Co.™ | Room Essentials® | Wine Cube® |
heyday™ | Shade & Shore™ | Wondershop™ |
Hyde & Eek! Boutique™ | Simply Balanced™ | Xhilaration® |
Exclusive Brands | ||
C9 by Champion® | Hand Made Modern® | Kid Made Modern® |
DENIZEN® from Levi's® | Hearth & Hand™ with Magnolia | Nate Berkus™ for Target |
Fieldcrest® | Isabel Maternity™ by Ingrid & Isabel® | Oh Joy!® for Target |
Genuine Kids® from OshKosh® | Just One You® made by carter's® | Umbro™ for Target |
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We also sell merchandise through periodic exclusive design and creative partnerships and generate revenue from in-store amenities such as Target Café and leased or licensed departments such as Target Optical, Starbucks, and other food service offerings. CVS Pharmacy, Inc. (CVS) operates pharmacies and clinics in our stores under a perpetual operating agreement from which we generate annual occupancy income.
Distribution
The vast majority of merchandise is distributed to our stores through our network of 40 distribution centers. Common carriers ship general merchandise to and from our distribution centers. Vendors or third party distributors ship certain food items and other merchandise directly to our stores. Merchandise sold through our digital channels is distributed to our guests via common carriers (from stores, distribution centers, vendors, and third party distributors), delivery via our wholly-owned subsidiary, Shipt, Inc. (Shipt), and through guest pick-up at our stores. Using our stores as fulfillment points allows improved product availability and delivery times and also reduces shipping costs.
Employees
At February 2, 2019, we employed approximately 360,000 full-time, part-time and seasonal employees, referred to as "team members." Because of the seasonal nature of the retail business, employment levels peak in the holiday season. We offer a broad range of company-paid benefits to our team members. Eligibility for and the level of benefits vary depending on team members' full-time or part-time status, compensation level, date of hire, and/or length of service. Company-paid benefits include a 401(k) plan, medical and dental plans, disability insurance, paid vacation, tuition reimbursement, various team member assistance programs, life insurance, a pension plan (closed to new participants, with limited exceptions), and merchandise and other discounts. We believe our team member relations are good.
Working Capital
Effective inventory management is key to our ongoing success, and we use various techniques including demand forecasting and planning and various forms of replenishment management. We achieve effective inventory management by staying in-stock in core product offerings, maintaining positive vendor relationships, and carefully planning inventory levels for seasonal and apparel items to minimize markdowns.
The Liquidity and Capital Resources section in MD&A provides additional details.
Competition
We compete with traditional and internet retailers, including off-price general merchandise retailers, apparel retailers, wholesale clubs, category specific retailers, drug stores, supermarkets, and other forms of retail commerce. Our ability to positively differentiate ourselves from other retailers and provide compelling value to our guests largely determines our competitive position within the retail industry.
Intellectual Property
Our brand image is a critical element of our business strategy. Our principal trademarks, including Target, SuperTarget and our "Bullseye Design," have been registered with the United States (U.S.) Patent and Trademark Office. We also seek to obtain and preserve intellectual property protection for our owned brands.
Geographic Information
Nearly all of our revenues are generated within the U.S. The vast majority of our property and equipment is located within the U.S.
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Available Information
Our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge at investors.target.com as soon as reasonably practicable after we file such material with, or furnish it to, the U.S. Securities and Exchange Commission (SEC). Our Corporate Governance Guidelines, Code of Ethics, Corporate Responsibility Report, and the charters for the committees of our Board of Directors are also available free of charge in print upon request or at investors.target.com.
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Item 1A. Risk Factors
Our business is subject to many risks. Set forth below are the material risks we face. Risks are listed in the categories where they primarily apply, but other categories may also apply.
Competitive and Reputational Risks
Our continued success is dependent on positive perceptions of Target which, if eroded, could adversely affect our business and our relationships with our guests and team members.
We believe that one of the reasons our guests prefer to shop at Target, our team members choose Target as a place of employment, and our vendors choose to do business with us is the reputation we have built over many years for serving our four primary constituencies: guests, team members, shareholders, and the communities in which we operate. To be successful in the future, we must continue to preserve Target's reputation. Reputational value is based in large part on perceptions, and broad access to social media makes it easy for anyone to provide public feedback that can influence perceptions of Target. It may be difficult to control negative publicity, regardless of whether it is accurate. Target’s position or perceived lack of position on social, environmental, public policy or other sensitive issues, and any perceived lack of transparency about those matters, could harm our reputation with certain groups or guests. While reputations may take decades to build, negative incidents can quickly erode trust and confidence and can result in consumer boycotts, governmental investigations, or litigation. In addition, vendors and others with whom we do business may affect our reputation. For example, CVS operates clinics and pharmacies within our stores, and our guests’ perceptions of and experiences with CVS may affect our reputation. Negative reputational incidents could adversely affect our business through lost sales, loss of new store and development opportunities, or team member retention and recruiting difficulties.
If we are unable to positively differentiate ourselves from other retailers, our results of operations could be adversely affected.
In the past, we have been able to compete successfully by differentiating our guests’ shopping experience through a careful combination of price, merchandise assortment, store environment, convenience, guest service, loyalty programs, and marketing efforts. Guest perceptions regarding the cleanliness and safety of our stores, the functionality, reliability, and speed of our digital channels and fulfillment options, our in-stock levels, and the value of our promotions are among the factors that affect our ability to compete. In addition, our ability to create a personalized guest experience through the collection and use of accurate and relevant guest data is important to our ability to differentiate from other retailers. No single competitive factor is dominant, and actions by our competitors on any of these factors or the failure of our strategies could adversely affect our sales, gross margins, and expenses.
Our owned and exclusive brand products help differentiate us from other retailers, generally carry higher margins than equivalent national brand products and represent a significant portion of our overall sales. If we are unable to successfully develop, support, and evolve our owned and exclusive brands, if one or more of these brands experiences a loss of consumer acceptance or confidence, or if we are unable to successfully protect our intellectual property rights, our sales and gross margins could be adversely affected.
The retail industry's continuing migration to digital channels has affected the ways we differentiate ourselves from other retailers. In particular, consumers are able to quickly and conveniently comparison shop and determine real-time product availability using digital tools, which can lead to decisions based solely on price or the functionality of the digital tools. Consumers may also use third-party channels or devices, such as voice assistants and smart home devices, to initiate shopping searches and place orders, which could sometimes make us dependent on the capabilities and search algorithms of those third parties to reach those consumers. Any difficulties in executing our differentiation efforts, actions by our competitors in response to these efforts, or failures by vendors in managing their own channels, content and technology systems to support these efforts could adversely affect our sales, gross margins, and expenses.
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If we are unable to successfully provide a relevant and reliable experience for our guests across multiple channels, our sales, results of operations and reputation could be adversely affected.
Our business has evolved from an in-store experience to interaction with guests across multiple channels (in-store, online, mobile, social media, voice assistants, and smart home devices, among others). Our guests are using those channels to shop with us and provide feedback and public commentary about our business. We must anticipate and meet changing guest expectations and counteract developments and investments by our competitors. Our evolving retailing efforts include implementing technology, software and processes to be able to conveniently and cost-effectively fulfill guest orders directly from any point within our system of stores and distribution centers and from our vendors. We also need to collect accurate, relevant, and usable guest data to personalize our offerings. Providing flexible fulfillment options and implementing new technology is complex and may not meet expectations for accurate order fulfillment, faster and guaranteed delivery times, low-price or free shipping, and desired payment methods. Even when we are successful in meeting expectations for fulfillment, if we are unable to offset increased costs of fulfilling orders outside of our traditional in-store channel with efficiencies, cost-savings or expense reductions, our results of operations could be adversely affected.
If we do not anticipate and respond quickly to changing consumer preferences, our sales and profitability could suffer.
A large part of our business is dependent on our ability to make trend‑right decisions and effectively manage our inventory in a broad range of merchandise categories, including apparel, accessories, home décor, electronics, toys, seasonal offerings, food, and other merchandise. If we do not obtain accurate and relevant data on guest preferences, predict changing consumer tastes, preferences, spending patterns and other lifestyle decisions, emphasize the correct categories, implement competitive and effective pricing and promotion strategies, or personalize our offerings to our guests, we may experience lost sales, spoilage, and increased inventory markdowns, which could adversely affect our results of operations by reducing our profitability.
Investments and Infrastructure Risks
If our capital investments in remodeling existing stores, building new stores, and improving technology and supply chain infrastructure do not achieve appropriate returns, our competitive position, financial condition and results of operations could be adversely affected.
Our business depends, in part, on our ability to remodel existing stores and build new stores in a manner that achieves appropriate returns on our capital investment. Our current store remodel program is larger than historic levels and is being implemented using a custom approach based on the condition of each store and characteristics of the surrounding neighborhood. When building new stores, we compete with other retailers and businesses for suitable locations for our stores. Many of our expected new store sites are smaller, non-standard footprints located in fully developed markets, which require changes to our supply chain practices and are generally more time-consuming, expensive and uncertain undertakings than expansion into undeveloped suburban and ex-urban markets. Pursuing the wrong remodel or new store opportunities and any delays, cost increases, disruptions or other uncertainties related to those opportunities could adversely affect our results of operations.
We are currently making, and expect to continue to make, significant investments in technology and selective acquisitions to improve guest experiences across multiple channels and improve our supply chain and inventory management systems. The effectiveness of these investments can be less predictable than remodeling stores, and might not provide the anticipated benefits or desired rates of return. In addition, if we are unable to successfully protect any intellectual property rights resulting from our investments, the value received from those investments may be eroded, which could adversely affect our financial condition.
Pursuing the wrong investment opportunities, being unable to make new concepts scalable, making an investment commitment significantly above or below our needs, or failing to effectively incorporate acquired businesses into our business could result in the loss of our competitive position and adversely affect our financial condition or results of operations.
6
A significant disruption in our computer systems and our inability to adequately maintain and update those systems could adversely affect our operations and negatively affect our guests.
We rely extensively on our computer systems to manage and account for inventory, process guest transactions, manage and maintain the privacy of guest data, communicate with our vendors and other third parties, service Target-branded credit and debit card accounts, and summarize and analyze results. We also rely on continued and unimpeded access to the Internet to use our computer systems. Our systems are subject to damage or interruption from power outages, telecommunications failures, computer viruses, malicious attacks, security breaches, and catastrophic events. If our systems are damaged or fail to function properly or reliably, we may incur substantial repair or replacement costs, experience data loss or theft and impediments to our ability to manage inventories or process guest transactions, and encounter lost guest confidence, which could require additional promotional activities to attract guests and otherwise adversely affect our results of operations.
We continually invest to maintain and update our computer systems. Implementing significant system changes increases the risk of computer system disruption. The potential problems and interruptions associated with implementing technology initiatives, as well as providing training and support for those initiatives, could disrupt or reduce our operational efficiency, and could negatively impact guest experience and guest confidence.
Data Security and Privacy Risks
If our efforts to provide information security are unsuccessful or if we are unable to meet increasingly demanding regulatory requirements, we may face additional costly government enforcement actions and private litigation, and our reputation and results of operations could suffer.
We regularly receive and store information about our guests, team members, vendors and other third parties. We have programs in place to detect, contain, and respond to data security incidents. However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery, or other forms of deceiving our team members, contractors, and vendors.
Prior to 2013, all data security incidents we encountered were insignificant. Our 2013 data breach was significant and went undetected for several weeks. Both we and our vendors have had data security incidents since the 2013 data breach; however, to date these other incidents have not been material to our results of operations. Based on the prominence and notoriety of the 2013 data breach, even minor additional data security incidents could draw greater scrutiny. If we, our vendors, or other third parties with whom we do business experience additional significant data security incidents or fail to detect and appropriately respond to significant incidents, we could be exposed to additional government enforcement actions and private litigation. In addition, our guests could lose confidence in our ability to protect their information, discontinue using our REDcards or loyalty programs, or stop shopping with us altogether, which could adversely affect our sales, reputation and results of operations.
The legal and regulatory environment regarding information security, cybersecurity, and privacy is increasingly demanding and has enhanced requirements for handling personal data. Complying with new data protection requirements may cause us to incur substantial costs, require changes to our business practices, limit our ability to obtain data used to provide a differentiated guest experience, and expose us to further litigation and regulatory risks, each of which could adversely affect our results of operations.
Supply Chain and Third Party Risks
Changes in our relationships with our vendors, changes in tax or trade policy, interruptions in our supply chain or increased commodity or supply chain costs could adversely affect our results of operations.
We are dependent on our vendors to supply merchandise to our distribution centers, stores, and guests. As we continue to add capabilities, operating our fulfillment network becomes more complex and challenging. If our fulfillment network does not operate properly or if a vendor fails to deliver on its commitments, we could experience merchandise out-of-stocks, delivery delays or increased delivery costs, which could lead to lost sales and decreased guest confidence, and adversely affect our results of operations.
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A large portion of our merchandise is sourced, directly or indirectly, from outside the U.S., with China as our single largest source, so any major changes in tax or trade policy, such as the imposition of additional tariffs or duties on imported products, could require us to take certain actions, such as raising prices on products we sell, which could adversely affect our results of operations.
Political or financial instability, currency fluctuations, the outbreak of pandemics, labor unrest, transport capacity and costs, port security, weather conditions, natural disasters or other events that could slow or disrupt port activities and affect foreign trade are beyond our control and could materially disrupt our supply of merchandise, increase our costs, and/or adversely affect our results of operations. There have been periodic labor disputes impacting the U.S. ports that have caused us to make alternative arrangements to continue the flow of inventory, and if these types of disputes recur, worsen, or occur in other countries through which we source products, it may have a material impact on our costs or inventory supply. Changes in the costs of procuring commodities used in our merchandise or the costs related to our supply chain, could adversely affect our results of operations.
A disruption in relationships with third party service providers could adversely affect our operations.
We rely on third parties to support our business, including portions of our technology infrastructure, development and support, our digital platforms and fulfillment operations, credit and debit card transaction processing, extensions of credit for our 5% REDcard Rewards loyalty program, the clinics and pharmacies operated by CVS within our stores, the infrastructure supporting our guest contact centers, aspects of our food offerings, and delivery services. If we are unable to contract with third parties having the specialized skills needed to support those strategies or integrate their products and services with our business, or if they fail to meet our performance standards and expectations, then our reputation and results of operations could be adversely affected. For example, if our guests unfavorably view CVS’s operations, our ability to discontinue the relationship is limited and our results of operations could be adversely affected.
Legal, Regulatory, Global and Other External Risks
Our earnings depend on the state of macroeconomic conditions and consumer confidence in the U.S.
Nearly all of our sales are in the U.S., making our results highly dependent on U.S. consumer confidence and the health of the U.S. economy. In addition, a significant portion of our total sales is derived from stores located in five states: California, Texas, Florida, Minnesota and Illinois, resulting in further dependence on local economic conditions in these states. Deterioration in macroeconomic conditions or consumer confidence could negatively affect our business in many ways, including slowing sales growth, reducing overall sales, and reducing gross margins.
These same considerations impact the success of our credit card program. Although we no longer own a consumer credit card receivables portfolio, we share in the profits generated by the credit card program with TD Bank Group (TD), which owns the receivables generated by our proprietary credit cards. Deterioration in macroeconomic conditions or changes in consumer preferences concerning our credit card program could adversely affect the volume of new credit accounts, the amount of credit card program balances, and the ability of credit card holders to pay their balances. These conditions could result in us receiving lower profit‑sharing payments.
Uncharacteristic or significant weather conditions, alone or together with natural disasters, could adversely affect our operations.
Uncharacteristic or significant weather conditions can affect consumer shopping patterns, particularly in apparel and seasonal items, which could lead to lost sales or greater than expected markdowns and adversely affect our short-term results of operations. In addition, our three largest states by total sales are California, Texas and Florida, areas where natural disasters are more prevalent. Natural disasters in those states or in other areas where our sales are concentrated could result in significant physical damage to or closure of one or more of our stores, distribution centers or key vendors, and cause delays in the distribution of merchandise from our vendors to our distribution centers, stores, and guests, which could adversely affect our results of operations by increasing our costs and lowering our sales.
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We rely on a large, global and changing workforce of team members, contractors and temporary staffing. If we do not effectively manage our workforce and the concentration of work in certain global locations, our labor costs and results of operations could be adversely affected.
With over 300,000 team members, our workforce costs represent our largest operating expense, and our business is dependent on our ability to attract, train, and retain the appropriate mix of qualified team members, contractors, and temporary staffing and effectively organize and manage those resources as our business and strategic priorities change. Many team members are in entry-level or part-time positions with historically high turnover rates. Our ability to meet our changing labor needs while controlling our costs is subject to external factors such as labor laws and regulations, unemployment levels, prevailing wage rates, benefit costs, changing demographics, and our reputation and relevance within the labor market. If we are unable to attract and retain a workforce meeting our needs, our operations, guest service levels, support functions, and competitiveness could suffer and our results of operations could be adversely affected. We are periodically subject to labor organizing efforts. If we become subject to one or more collective bargaining agreements in the future, it could adversely affect our labor costs and how we operate our business. We also have support offices in India and China, and any extended disruption of our operations in those locations, whether due to labor difficulties or otherwise, could adversely affect our operations and financial results.
Failure to address product safety and sourcing concerns could adversely affect our sales and results of operations.
If our merchandise offerings do not meet applicable safety standards or Target's or our guests’ expectations regarding safety, supply chain transparency and responsible sourcing, we could experience lost sales and increased costs and be exposed to legal and reputational risk. All of our vendors must comply with applicable product safety laws, and we are dependent on them to ensure that the products we buy comply with all safety standards. Events that give rise to actual, potential or perceived product safety concerns, including food or drug contamination, could expose us to government enforcement action or private litigation and result in costly product recalls and other liabilities. Our sourcing vendors must also meet our expectations across multiple areas of social compliance, including supply chain transparency and responsible sourcing. We have a social compliance audit process, but we are also dependent on our vendors to ensure that the products we buy comply with our standards. Negative guest perceptions regarding the safety of the products we sell and events that give rise to actual, potential or perceived compliance concerns could hurt our reputation, result in lost sales, cause our guests to seek alternative sources for their needs, and make it difficult and costly for us to regain the confidence of our guests.
Our failure to comply with federal, state, local, and international laws, or changes in these laws could increase our costs, reduce our margins, and lower our sales.
Our business is subject to a wide array of laws and regulations in the U.S. and other countries in which we operate. Our expenses could increase, and our operations could be adversely affected by significant legislative changes or other legal developments on workforce-related issues, including an employer's obligation to recognize collective bargaining units, the process by which collective bargaining agreements are negotiated or imposed, the classification of exempt and non-exempt employees, the distinction between employees and contractors, minimum wage requirements, advance scheduling notice requirements, and health care mandates. Changes in the legal or regulatory environment affecting data privacy and information security, product safety, payment methods and related fees, responsible sourcing, supply chain transparency, or environmental protection, among others, could cause our expenses to increase without an ability to pass through any increased expenses through higher prices. In addition, if we fail to comply with other applicable laws and regulations, including wage and hour laws, the Foreign Corrupt Practices Act and local anti-bribery laws, we could be subject to reputation and legal risk, including government enforcement action and class action civil litigation, which could adversely affect our results of operations by increasing our costs, reducing our margins, and lowering our sales.
Financial Risks
Increases in our effective income tax rate could adversely affect our business, results of operations, liquidity, and net income.
A number of factors influence our effective income tax rate, including changes in tax law and related regulations, tax treaties, interpretation of existing laws, and our ability to sustain our reporting positions on examination. Changes in any of those factors could change our effective tax rate, which could adversely affect our net income. In addition, our operations outside of the U.S. may cause greater volatility in our effective tax rate.
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If we are unable to access the capital markets or obtain bank credit, our financial position, liquidity, and results of operations could suffer.
We are dependent on a stable, liquid, and well-functioning financial system to fund our operations and capital investments. Our continued access to financial markets depends on multiple factors including the condition of debt capital markets, our operating performance, and maintaining strong credit ratings. If rating agencies lower our credit ratings, it could adversely affect our ability to access the debt markets, our cost of funds, and other terms for new debt issuances. Each of the credit rating agencies reviews its rating periodically, and there is no guarantee our current credit rating will remain the same. In addition, we use a variety of derivative products to manage our exposure to market risk, principally interest rate and equity price fluctuations. Disruptions or turmoil in the financial markets could reduce our ability to fund our operations and capital investments, and lead to losses on derivative positions resulting from counterparty failures, which could adversely affect our financial position and results of operations.
Item 1B. Unresolved Staff Comments
Not applicable.
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Item 2. Properties
Stores at February 2, 2019 | Stores | Retail Sq. Ft. (in thousands) | Stores | Retail Sq. Ft. (in thousands) | ||||||
Alabama | 22 | 3,132 | Montana | 7 | 777 | |||||
Alaska | 3 | 504 | Nebraska | 14 | 2,006 | |||||
Arizona | 47 | 6,187 | Nevada | 17 | 2,242 | |||||
Arkansas | 9 | 1,165 | New Hampshire | 9 | 1,148 | |||||
California | 287 | 36,042 | New Jersey | 47 | 5,992 | |||||
Colorado | 42 | 6,245 | New Mexico | 10 | 1,185 | |||||
Connecticut | 20 | 2,672 | New York | 82 | 10,134 | |||||
Delaware | 3 | 440 | North Carolina | 51 | 6,540 | |||||
District of Columbia | 1 | 179 | North Dakota | 4 | 554 | |||||
Florida | 123 | 17,015 | Ohio | 63 | 7,703 | |||||
Georgia | 50 | 6,820 | Oklahoma | 15 | 2,168 | |||||
Hawaii | 7 | 1,111 | Oregon | 20 | 2,312 | |||||
Idaho | 6 | 664 | Pennsylvania | 75 | 9,094 | |||||
Illinois | 94 | 11,926 | Rhode Island | 4 | 517 | |||||
Indiana | 31 | 4,174 | South Carolina | 19 | 2,359 | |||||
Iowa | 20 | 2,835 | South Dakota | 5 | 580 | |||||
Kansas | 17 | 2,385 | Tennessee | 30 | 3,816 | |||||
Kentucky | 13 | 1,551 | Texas | 150 | 20,919 | |||||
Louisiana | 15 | 2,120 | Utah | 14 | 1,979 | |||||
Maine | 5 | 630 | Vermont | 1 | 60 | |||||
Maryland | 39 | 4,860 | Virginia | 59 | 7,714 | |||||
Massachusetts | 46 | 5,388 | Washington | 37 | 4,329 | |||||
Michigan | 53 | 6,370 | West Virginia | 6 | 755 | |||||
Minnesota | 73 | 10,315 | Wisconsin | 36 | 4,430 | |||||
Mississippi | 6 | 743 | Wyoming | 2 | 187 | |||||
Missouri | 35 | 4,608 | ||||||||
Total | 1,844 | 239,581 | ||||||||
Stores and Distribution Centers at February 2, 2019 | Stores | Distribution Centers (a) | ||
Owned | 1,525 | 33 | ||
Leased | 161 | 7 | ||
Owned buildings on leased land | 158 | — | ||
Total | 1,844 | 40 | ||
(a) The 40 distribution centers have a total of 51,688 thousand square feet.
We own our corporate headquarters buildings located in and around Minneapolis, Minnesota, and we lease and own additional office space elsewhere in the U.S. We also lease office space in 11 countries for various support functions. Our properties are in good condition, well maintained, and suitable to carry on our business.
For additional information on our properties, see the Capital Expenditures section in MD&A and Notes 11 and 18 of Item 8, Financial Statements and Supplementary Data (the Financial Statements).
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Item 3. Legal Proceedings
The following proceedings are being reported pursuant to Item 103 of Regulation S-K:
The Federal Securities Law Class Actions and ERISA Class Actions defined below relate to certain prior disclosures by Target about its expansion of retail operations into Canada (the Canada Disclosure). Target intends to continue to vigorously defend these actions.
Federal Securities Law Class Actions
On May 17, 2016 and May 24, 2016, Target Corporation and certain present and former officers were named as defendants in two purported federal securities law class actions filed in the U.S. District Court for the District of Minnesota (the Court). The lead plaintiff filed a Consolidated Amended Class Action Complaint (First Complaint) on November 14, 2016, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 relating to the Canada Disclosure and naming Target, its former chief executive officer, its present chief operating officer, and the former president of Target Canada as defendants. On March 19, 2018, the Court denied the plaintiff's motion to alter or amend the final judgment issued on July 31, 2017, dismissing the Federal Securities Law Class Actions. On April 18, 2018, the plaintiff appealed the Court's final judgment. That appeal has not yet been heard or decided.
ERISA Class Actions
On July 12, 2016 and July 15, 2016, Target Corporation, the Plan Investment Committee and Target’s current chief operating officer were named as defendants in two purported Employee Retirement Income Security Act of 1974 (ERISA) class actions filed in the Court. The plaintiffs filed an Amended Class Action Complaint (the First ERISA Class Action) on December 14, 2016, alleging violations of Sections 404 and 405 of ERISA relating to the Canada Disclosure and naming Target, the Plan Investment Committee, and seven present or former officers as defendants. The plaintiffs sought to represent a class consisting of all persons who were participants in or beneficiaries of the Target Corporation 401(k) Plan or the Target Corporation Ventures 401(k) Plan (collectively, the Plans) at any time between February 27, 2013 and May 19, 2014 and whose Plan accounts included investments in Target stock. The plaintiffs sought damages, an injunction and other unspecified equitable relief, and attorneys’ fees, expenses, and costs, based on allegations that the defendants breached their fiduciary duties by failing to take action to prevent Plan participants from continuing to purchase Target stock during the class period at prices that allegedly were artificially inflated. After the Court dismissed the First ERISA Class Action on July 31, 2017, the plaintiffs filed a new ERISA Class Action (the Second ERISA Class Action) with the Court on August 30, 2017, which had substantially similar allegations, defendants, class representation, and damages sought as the First ERISA Class Action, except that the class period was extended to August 6, 2014. On June 15, 2018, the Court granted the motion by Target and the other defendants to dismiss the Second ERISA Class Action. On July 16, 2018, the plaintiffs appealed the Court's dismissal. That appeal has not yet been heard or decided.
The following governmental enforcement proceedings relating to environmental matters are reported pursuant to instruction 5(C) of Item 103 of Regulation S-K because they involve potential monetary sanctions in excess of $100,000:
On February 27, 2015, the California Attorney General sent us a letter alleging, based on a series of compliance checks, that we have not achieved compliance with California’s environmental laws and the provisions of the injunction that was part of a settlement reached in 2011. On December 5, 2018, the Alameda County Superior Court entered judgment approving a settlement regarding those allegations. The settlement requires Target to pay $4.4 million for civil penalties, enforcement costs and supplemental environmental projects, and spend $3 million on certain past and future additional internal compliance measures.
For a description of other legal proceedings, see Note 15 of the Financial Statements.
Item 4. Mine Safety Disclosures
Not applicable.
12
Item 4A. Executive Officers
Executive officers are elected by, and serve at the pleasure of, the Board of Directors. There are no family relationships between any of the officers named and any other executive officer or member of the Board of Directors, or any arrangement or understanding pursuant to which any person was selected as an officer.
Name | Title and Business Experience | Age | |
Brian C. Cornell | Chairman of the Board and Chief Executive Officer since August 2014. Chief Executive Officer of PepsiCo Americas Foods, a division of PepsiCo, Inc., a multinational food and beverage corporation, from March 2012 to July 2014. | 60 | |
Rick H. Gomez | Executive Vice President and Chief Marketing & Digital Officer since January 2019. Executive Vice President and Chief Marketing Officer from January 2017 to January 2019. Senior Vice President, Brand and Category Marketing from April 2013 to January 2017. | 49 | |
Melissa K. Kremer | Executive Vice President and Chief Human Resources Officer since January 2019. Senior Vice President, Talent and Organizational Effectiveness from October 2017 to January 2019. Vice President, Human Resources, Merchandising, Strategy & Innovation, from September 2015 to October 2017. From February 2012 until September 2015, Ms. Kremer held several leadership positions in Human Resources, supporting Merchandising, Target.com & Mobile, Enterprise Strategy & Multichannel. | 41 | |
Don H. Liu | Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary since October 2017. Executive Vice President, Chief Legal Officer and Corporate Secretary from August 2016 to September 2017. Executive Vice President, General Counsel and Corporate Secretary of Xerox Corporation from July 2014 to August 2016, and Senior Vice President, General Counsel and Corporate Secretary from March 2007 to July 2014. | 57 | |
Stephanie A. Lundquist | Executive Vice President and President, Food & Beverage since January 2019. Executive Vice President and Chief Human Resources Officer from February 2016 to January 2019. Senior Vice President, Human Resources from January 2015 to February 2016. Senior Vice President, Stores and Distribution Human Resources from February 2014 to January 2015. | 43 | |
Michael E. McNamara | Executive Vice President and Chief Information Officer since January 2019. Executive Vice President and Chief Information & Digital Officer from September 2016 to January 2019. Executive Vice President and Chief Information Officer from June 2015 to September 2016. Officer of Tesco PLC, a multinational grocery and general merchandise retailer, from March 2011 to May 2015. | 54 | |
John J. Mulligan | Executive Vice President and Chief Operating Officer since September 2015. Executive Vice President and Chief Financial Officer from April 2012 to August 2015. | 53 | |
Minsok Pak | Executive Vice President and Chief Strategy & Innovation Officer since August 2017. Senior Vice President of Shopper Marketing & Channel Development, LEGO Retail, LEGO Group, a developer and producer of toys, from April 2016 to July 2017. Partner, Digital Transformation, McKinsey & Company, a global management consulting firm, from April 2014 to April 2016. Managing Director, Actium Corporation, a private equity firm, from June 2010 to April 2014. | 50 | |
Janna A. Potts | Executive Vice President and Chief Stores Officer since January 2016. Senior Vice President, Stores and Supply Chain Human Resources from February 2015 to January 2016. Senior Vice President, Target Canada Stores and Distribution from March 2014 to January 2015. | 51 | |
Cathy R. Smith | Executive Vice President and Chief Financial Officer since September 2015. Executive Vice President and Chief Financial Officer of Express Scripts Holding Company, a pharmacy benefit manager, from February 2014 to December 2014. | 55 | |
Mark J. Tritton | Executive Vice President and Chief Merchandising Officer since June 2016. President of Nordstrom Product Group, of Nordstrom Inc., a fashion specialty retailer, from June 2009 to June 2016. | 55 | |
Laysha L. Ward | Executive Vice President and Chief External Engagement Officer since January 2017. Chief Corporate Social Responsibility Officer from December 2014 to January 2017. President, Community Relations and Target Foundation from July 2008 to December 2014. | 51 | |
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PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is listed on the New York Stock Exchange under the symbol "TGT." We are authorized to issue up to 6,000,000,000 shares of common stock, par value $0.0833, and up to 5,000,000 shares of preferred stock, par value $0.01. At March 7, 2019, there were 14,331 shareholders of record. Dividends declared per share for each fiscal quarter during 2018 and 2017 are disclosed in Note 26 of the Financial Statements.
On September 20, 2016, our Board of Directors authorized a $5 billion share repurchase program. We began repurchasing shares under this authorization during the fourth quarter of 2016. There is no stated expiration for the share repurchase program. Under this program, we repurchased 48.6 million shares of common stock through February 2, 2019, at an average price of $69.13, for a total investment of $3.4 billion. The table below presents information with respect to Target common stock purchases made during the three months ended February 2, 2019, by Target or any "affiliated purchaser" of Target, as defined in Rule 10b-18(a)(3) under the Exchange Act.
Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Programs | Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Programs | |||||||||
November 4, 2018 through December 1, 2018 | |||||||||||||
Open market and privately negotiated purchases | — | $ | — | — | $ | 1,808,949,841 | |||||||
December 2, 2018 through January 5, 2019 | |||||||||||||
Open market and privately negotiated purchases | 1,242,920 | 64.83 | 1,242,920 | 1,728,366,804 | |||||||||
October 2018 ASR (a) | 2,224,074 | 77.98 | 2,224,074 | 1,731,980,648 | |||||||||
January 6, 2019 through February 2, 2019 | |||||||||||||
Open market and privately negotiated purchases | 1,285,280 | 69.74 | 1,285,280 | 1,642,349,966 | |||||||||
Total | 4,752,274 | $ | 72.31 | 4,752,274 | $ | 1,642,349,966 | |||||||
(a) | Represents the incremental shares received upon final settlement of the accelerated share repurchase (ASR) agreement initiated in third quarter 2018. |
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Fiscal Years Ended | ||||||||||||||||||
February 1, 2014 | January 31, 2015 | January 30, 2016 | January 28, 2017 | February 3, 2018 | February 2, 2019 | |||||||||||||
Target | $ | 100.00 | $ | 134.13 | $ | 135.76 | $ | 123.33 | $ | 147.22 | $ | 148.42 | ||||||
S&P 500 Index | 100.00 | 114.22 | 113.46 | 137.14 | 168.46 | 168.36 | ||||||||||||
Peer Group | 100.00 | 124.37 | 135.70 | 150.68 | 217.62 | 226.48 | ||||||||||||
The graph above compares the cumulative total shareholder return on our common stock for the last five fiscal years with (i) the cumulative total return on the S&P 500 Index and (ii) the peer group consisting of 17 online, general merchandise, department store, food, and specialty retailers (Amazon.com, Inc., Best Buy Co., Inc., Costco Wholesale Corporation, CVS Health Corporation, Dollar General Corporation, Dollar Tree, Inc., The Gap, Inc., The Home Depot, Inc., Kohl's Corporation, The Kroger Co., Lowe's Companies, Inc., Macy's, Inc., Rite Aid Corporation, Sears Holdings Corporation, The TJX Companies, Inc., Walgreens Boots Alliance, Inc., and Walmart Inc.) (Peer Group). The Peer Group is consistent with the retail peer group used for our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June 12, 2019, excluding Publix Super Markets, Inc., which is not quoted on a public stock exchange.
The peer group is weighted by the market capitalization of each component company. The graph assumes the investment of $100 in Target common stock, the S&P 500 Index, and the Peer Group on February 1, 2014, and reinvestment of all dividends.
15
Item 6. Selected Financial Data
For the Fiscal Year | |||||||||||||||
(millions, except per share data) | 2018 | 2017 As Adjusted (a)(b) | 2016 As Adjusted (b) | 2015 As Adjusted (b) | 2014 (b) | ||||||||||
Sales | $ | 74,433 | $ | 71,786 | $ | 69,414 | $ | 73,717 | $ | 72,618 | |||||
Total revenue | 75,356 | 72,714 | 70,271 | 74,494 | 72,618 | ||||||||||
Net Earnings / (Loss) | |||||||||||||||
Continuing operations | 2,930 | 2,908 | 2,666 | 3,321 | 2,449 | ||||||||||
Discontinued operations | 7 | 6 | 68 | 42 | (4,085 | ) | |||||||||
Net earnings / (loss) | 2,937 | 2,914 | 2,734 | 3,363 | (1,636 | ) | |||||||||
Basic Earnings / (Loss) Per Share | |||||||||||||||
Continuing operations | 5.54 | 5.32 | 4.61 | 5.29 | 3.86 | ||||||||||
Discontinued operations | 0.01 | 0.01 | 0.12 | 0.07 | (6.44 | ) | |||||||||
Basic earnings / (loss) per share | 5.55 | 5.32 | 4.73 | 5.35 | (2.58 | ) | |||||||||
Diluted Earnings / (Loss) Per Share | |||||||||||||||
Continuing operations | 5.50 | 5.29 | 4.58 | 5.25 | 3.83 | ||||||||||
Discontinued operations | 0.01 | 0.01 | 0.12 | 0.07 | (6.38 | ) | |||||||||
Diluted earnings / (loss) per share | 5.51 | 5.29 | 4.69 | 5.31 | (2.56 | ) | |||||||||
Cash dividends declared per share | 2.54 | 2.46 | 2.36 | 2.20 | 1.99 | ||||||||||
As of | |||||||||||||||
February 2, 2019 | February 3, 2018 As Adjusted (b) | January 28, 2017 As Adjusted (b) | January 30, 2016 (b) | January 31, 2015 (b) | |||||||||||
Total assets | 41,290 | 40,303 | 38,724 | 40,262 | 41,172 | ||||||||||
Long-term debt, including current portion | 11,275 | 11,398 | 12,591 | 12,760 | 12,725 | ||||||||||
Note: This information should be read in conjunction with MD&A and the Financial Statements. Per share amounts may not foot due to rounding.
(a) | Consisted of 53 weeks. |
(b) | The selected financial data for fiscal years 2017, 2016, and 2015 and as of February 3, 2018 and January 28, 2017, reflect the adoption of Accounting Standards Update (ASU) No. 2014-09—Revenue from Contracts with Customers (Topic 606). The selected financial data for fiscal years 2017 and 2016 and as of February 3, 2018 and January 28, 2017, reflect the adoption of ASU No. 2016-02—Leases (Topic 842). Note 2 of the Financial Statements provides additional information. The selected financial data for fiscal year 2014 and as of January 30, 2016, and January 31, 2015, do not reflect adoption of Topic 606 and Topic 842. |
16
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary
Fiscal 2018 included the following notable items:
• | GAAP earnings per share from continuing operations were $5.50. |
• | Adjusted earnings per share were $5.39. |
• | Total revenue increased 3.6 percent, driven by a comparable sales increase and sales from new stores, partially offset by fiscal 2017 containing 53 weeks. |
• | Comparable sales increased 5.0 percent, driven by a 5.0 percent increase in traffic. |
◦ | Comparable store sales grew 3.2 percent. |
◦ | Comparable digital channel sales increased 36 percent, contributing 1.8 percentage points to comparable sales growth. |
• | We returned $3.4 billion to shareholders through dividends and share repurchases. |
As described in Note 2 to the Financial Statements, certain prior-year amounts have been adjusted to reflect the impact of adopting Accounting Standards Update (ASU) No. 2014-09—Revenue from Contracts with Customers (Topic 606), ASU No. 2016-02—Leases (Topic 842), and ASU No. 2017-07—Compensation – Retirement Benefits (Topic 715) throughout this document to conform to the current year presentation.
Sales were $74,433 million for 2018, an increase of $2,647 million or 3.7 percent from the prior year, due to a comparable sales increase of 5.0 percent and the contribution from new stores, partially offset by the impact of the extra week in 2017. Operating income in 2018 decreased by $114 million or 2.7 percent from 2017 to $4,110 million. The Analysis of Results of Operations discussion provides more information. Operating cash flow provided by continuing operations was $5,970 million for 2018, a decrease of $891 million, or 13.0 percent, from $6,861 million for 2017. Refer to the Cash Flows discussion within the Liquidity and Capital Resources section of MD&A on page 24 for additional information.
Earnings Per Share From Continuing Operations | Percent Change | ||||||||||||
2018 | 2017 As Adjusted (a)(b) | 2016 As Adjusted (b) | 2018/2017 | 2017/2016 | |||||||||
GAAP diluted earnings per share | $ | 5.50 | $ | 5.29 | $ | 4.58 | 4.0 | % | 15.5 | % | |||
Adjustments | (0.10 | ) | (0.60 | ) | 0.42 | ||||||||
Adjusted diluted earnings per share | $ | 5.39 | $ | 4.69 | $ | 5.00 | 15.1 | % | (6.3 | )% | |||
(a) | Consisted of 53 weeks. |
(b) | Lease standard adoption resulted in a $0.03 and $0.02 reduction in GAAP and Adjusted EPS, respectively, for 2017, and a less than $0.01 and $0.01 reduction in GAAP and Adjusted EPS, respectively, for 2016. |
We report after-tax return on invested capital (ROIC) from continuing operations because we believe ROIC provides a meaningful measure of our capital-allocation effectiveness over time. For the trailing twelve months ended February 2, 2019, ROIC was 14.7 percent, compared with 15.4 percent for the trailing twelve months ended February 3, 2018. Excluding the discrete impacts of the Tax Cuts and Jobs Act (Tax Act), ROIC was 14.6 percent and 13.6 percent for the trailing twelve months ended February 2, 2019, and February 3, 2018, respectively. A reconciliation of ROIC is provided on page 23.
17
Analysis of Results of Operations
Percent Change | |||||||||||||
(dollars in millions) | 2018 | 2017 As Adjusted (a) | 2016 As Adjusted | 2018/2017 | 2017/2016 | ||||||||
Sales | $ | 74,433 | $ | 71,786 | $ | 69,414 | 3.7 | % | 3.4 | % | |||
Other revenue | 923 | 928 | 857 | (0.5 | ) | 8.3 | |||||||
Total revenue | 75,356 | 72,714 | 70,271 | 3.6 | 3.5 | ||||||||
Cost of sales | 53,299 | 51,125 | 49,145 | 4.3 | 4.0 | ||||||||
SG&A expenses | 15,723 | 15,140 | 14,217 | 3.9 | 6.5 | ||||||||
Depreciation and amortization (exclusive of depreciation included in cost of sales) | 2,224 | 2,225 | 2,045 | (0.1 | ) | 8.8 | |||||||
Operating income | $ | 4,110 | $ | 4,224 | $ | 4,864 | (2.7 | )% | (13.1 | )% | |||
(a) | Consisted of 53 weeks. |
Rate Analysis | 2018 | 2017 As Adjusted (a) | 2016 As Adjusted | |||
Gross margin rate | 28.4 | % | 28.8 | % | 29.2 | % |
SG&A expense rate | 20.9 | 20.8 | 20.2 | |||
Depreciation and amortization (exclusive of depreciation included in cost of sales) expense rate | 3.0 | 3.1 | 2.9 | |||
Operating income margin rate | 5.5 | 5.8 | 6.9 | |||
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.
(a) | Consisted of 53 weeks. |
Sales
Sales include all merchandise sales, net of expected returns, and gift card breakage. Note 3 of the Financial Statements defines gift card "breakage". Comparable sales is a measure that highlights 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. Digital channel sales include all sales initiated through mobile applications and our websites. Our stores fulfill the majority of digital channel sales, including through store pick up or drive up and delivery via our wholly owned subsidiary, Shipt. Digital channel sales may also be fulfilled through our distribution centers, our vendors, or other third parties.
The increase in 2018 sales compared with 2017 is due to a 5.0 percent comparable sales increase and the contribution from new stores, partially offset by the extra week in 2017, which contributed $1,167 million of sales, or 1.6 percent of 2017 sales. The increase in 2017 sales is due to a comparable sales increase of 1.3 percent, the extra week in 2017, and the contribution from new stores. The extra week contributed 1.7 percentage points of increase over 2016. Inflation did not materially affect sales in any period presented.
Comparable Sales | 2018 | 2017 | 2016 | |||
Comparable sales change | 5.0 | % | 1.3 | % | (0.5 | )% |
Drivers of change in comparable sales | ||||||
Number of transactions | 5.0 | 1.6 | (0.8 | ) | ||
Average transaction amount | 0.1 | (0.3 | ) | 0.3 | ||
Note: Amounts may not foot due to rounding.
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Contribution to Comparable Sales Change | 2018 | 2017 | 2016 | |||
Stores channel comparable sales change | 3.2 | % | 0.1 | % | (1.5 | )% |
Digital channel percentage points contribution to comparable sales change | 1.8 | 1.2 | 1.0 | |||
Total comparable sales change | 5.0 | % | 1.3 | % | (0.5 | )% |
Note: Amounts may not foot due to rounding.
Sales by Channel | 2018 | 2017 | 2016 | |||
Stores originated | 92.9 | % | 94.5 | % | 95.6 | % |
Digitally originated | 7.1 | 5.5 | 4.4 | |||
Total | 100 | % | 100 | % | 100 | % |
Note 3 to the Financial Statements provides sales by product category. The collective interaction of a broad array of macroeconomic, competitive, and consumer behavioral factors, as well as sales mix and transfer of sales to new stores makes further analysis of sales metrics infeasible.
TD Bank Group (TD) offers credit to qualified guests through Target-branded credit cards: the Target Credit Card and the Target MasterCard Credit Card (Target Credit Cards). Additionally, we offer a branded proprietary Target Debit Card. Collectively, we refer to these products as REDcards®. Guests receive a 5 percent discount on nearly all purchases and free shipping when they use a REDcard at Target. 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 incremental purchases on our REDcards are also incremental sales for Target.
REDcard Penetration | 2018 | 2017 | 2016 | |||
Target Debit Card | 13.0 | % | 13.1 | % | 13.0 | % |
Target Credit Cards | 10.9 | 11.3 | 11.2 | |||
Total REDcard Penetration | 23.8 | % | 24.5 | % | 24.2 | % |
Note: Amounts may not foot due to rounding. In 2018, we refined our calculation of REDcard Penetration. The prior period amounts have been updated to conform with the current methodology, resulting in an increase of 0.2 percentage points to the Total REDcard Penetration for 2017 and 2016.
Gross Margin Rate
Our gross margin rate was 28.4 percent in 2018, 28.8 percent in 2017, and 29.2 percent in 2016. The 2018 decrease was primarily due to increased digital fulfillment and supply chain costs. The benefit of merchandising strategies, including cost savings initiatives and efforts to improve pricing and promotions, was partially offset by the impact of our sales mix.
19
The 2017 decrease was primarily due to increased digital fulfillment costs and supply chain costs. Benefits from cost savings initiatives were offset by net investments in pricing and promotions.
Selling, General and Administrative Expense Rate
Our SG&A expense rate was 20.9 percent in 2018, 20.8 percent in 2017, and 20.2 percent in 2016. The increase in 2018 was primarily due to higher compensation, primarily driven by store wages, partially offset by cost savings across multiple expense categories.
The increase in 2017 was primarily due to higher compensation costs, including both bonus expense and store wages, partially offset by cost savings primarily driven by efficiency in our technology operations.
Depreciation and Amortization Expense Rate
Our depreciation and amortization (exclusive of depreciation included in cost of sales) expense rate was 3.0 percent in 2018, 3.1 percent in 2017, and 2.9 percent in 2016. The 2018 decrease was primarily due to the rate impact of higher sales. The 2017 increase was primarily due to higher accelerated depreciation for planned store remodels, partially offset by the rate impact of the 53rd week of sales.
Store Data
Change in Number of Stores | 2018 | 2017 | ||
Beginning store count | 1,822 | 1,802 | ||
Opened | 29 | 32 | ||
Closed | (7 | ) | (12 | ) |
Ending store count | 1,844 | 1,822 | ||
Number of Stores and Retail Square Feet | Number of Stores | Retail Square Feet (a) | |||||||
February 2, 2019 | February 3, 2018 | February 2, 2019 | February 3, 2018 | ||||||
170,000 or more sq. ft. | 272 | 274 | 48,604 | 48,966 | |||||
50,000 to 169,999 sq. ft. | 1,501 | 1,500 | 188,900 | 189,030 | |||||
49,999 or less sq. ft. | 71 | 48 | 2,077 | 1,359 | |||||
Total | 1,844 | 1,822 | 239,581 | 239,355 | |||||
(a) | In thousands, reflects total square feet less office, distribution center, and vacant space. |
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Other Performance Factors
Net Interest Expense
Net interest expense from continuing operations was $461 million, $653 million, and $991 million for 2018, 2017, and 2016, respectively. Net interest expense for 2017 and 2016 included losses on early retirement of debt of $123 million and $422 million, respectively.
Provision for Income Taxes
Our 2018 effective income tax rate from continuing operations increased to 20.3 percent from 19.9 percent in 2017, primarily due to lower discrete favorable benefits of the Tax Act, which were $36 million in 2018 compared with $343 million in 2017, and less rate benefit from our global sourcing operations in 2018 compared with 2017. The lower 2018 benefit of discrete Tax Act-related items was substantially offset by the full-year benefit of a 21 percent federal statutory rate in 2018 compared with a 33.7 percent blended federal statutory rate in 2017.
Our 2017 effective income tax rate from continuing operations decreased to 19.9 percent, from 32.7 percent in 2016, driven primarily by the impact of the Tax Act.
Note 19 of the Financial Statements provides additional information.
Reconciliation of Non-GAAP Financial Measures to GAAP Measures
To provide additional transparency, we have disclosed non-GAAP adjusted diluted earnings per share from continuing operations (Adjusted EPS). This metric excludes certain items presented below. We believe this information is useful in providing period-to-period comparisons of the results of our continuing operations. This measure is not in accordance with, or an alternative to, generally accepted accounting principles in the U.S. (GAAP). The most comparable GAAP measure is diluted earnings per share from continuing operations. Adjusted EPS should not be considered in isolation or as a substitution for analysis of our results as reported under GAAP. Other companies may calculate Adjusted EPS differently than we do, limiting the usefulness of the measure for comparisons with other companies.
2018 | 2017 As Adjusted (a)(b) | 2016 As Adjusted (b) | ||||||||||||||||||||||||||||||||||
(millions, except per share data) | Pretax | Net of Tax | Per Share Amounts | Pretax | Net of Tax | Per Share Amounts | Pretax | Net of Tax | Per Share Amounts | |||||||||||||||||||||||||||
GAAP diluted earnings per share from continuing operations | $ | 5.50 | $ | 5.29 | $ | 4.58 | ||||||||||||||||||||||||||||||
Adjustments | ||||||||||||||||||||||||||||||||||||
Tax Act (c) | $ | — | $ | (36 | ) | $ | (0.07 | ) | $ | — | $ | (343 | ) | $ | (0.62 | ) | $ | — | $ | — | $ | — | ||||||||||||||
Loss on early retirement of debt | — | — | — | 123 | 75 | 0.14 | 422 | 257 | 0.44 | |||||||||||||||||||||||||||
Other (d) | — | — | — | (5 | ) | (3 | ) | (0.01 | ) | (4 | ) | (2 | ) | — | ||||||||||||||||||||||
Other income tax matters (e) | — | (18 | ) | (0.03 | ) | — | (57 | ) | (0.10 | ) | — | (7 | ) | (0.01 | ) | |||||||||||||||||||||
Adjusted diluted earnings per share from continuing operations | $ | 5.39 | $ | 4.69 | $ | 5.00 | ||||||||||||||||||||||||||||||
Note: Amounts may not foot due to rounding.
(a) | Consisted of 53 weeks. |
(b) | Lease standard adoption resulted in a $0.03 and $0.02 reduction in GAAP and Adjusted EPS, respectively, for 2017, and a less than $0.01 and $0.01 reduction in GAAP and Adjusted EPS, respectively, for 2016. Refer to Note 2 to the Consolidated Financial Statements. |
(c) | Represents discrete items related to the Tax Act. Refer to the Provision for Income Taxes discussion within MD&A and Note 19 of the Financial Statements. |
(d) | For 2017, represents an insurance recovery related to the 2013 data breach. For 2016, represents items related to the 2015 sale of our pharmacy and clinic businesses. |
(e) | Represents income from certain income tax matters not related to current period operations. |
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Earnings from continuing operations before interest expense and income taxes (EBIT) and earnings before interest expense, income taxes, depreciation and amortization (EBITDA) are non-GAAP financial measures which we believe provide meaningful information about our operational efficiency compared with our competitors by excluding the impact of differences in tax jurisdictions and structures, debt levels, and, for EBITDA, capital investment. These measures are not in accordance with, or an alternative for, GAAP. The most comparable GAAP measure is net earnings from continuing operations. EBIT and EBITDA should not be considered in isolation or as a substitution for analysis of our results as reported under GAAP. Other companies may calculate EBIT and EBITDA differently, limiting the usefulness of the measure for comparisons with other companies.
EBIT and EBITDA | Percent Change | ||||||||||||
(dollars in millions) | 2018 | 2017 As Adjusted (a)(b) | 2016 As Adjusted (b) | 2018/2017 | 2017/2016 | ||||||||
Net earnings from continuing operations | $ | 2,930 | $ | 2,908 | $ | 2,666 | 0.7 | % | 9.1 | % | |||
+ Provision for income taxes | 746 | 722 | 1,295 | 3.5 | (44.3 | ) | |||||||
+ Net interest expense | 461 | 653 | 991 | (29.3 | ) | (34.1 | ) | ||||||
EBIT (b) | $ | 4,137 | $ | 4,283 | $ | 4,952 | (3.4 | )% | (13.5 | )% | |||
+ Total depreciation and amortization (c) | 2,474 | 2,476 | 2,318 | (0.1 | ) | 6.8 | |||||||
EBITDA (b) | $ | 6,611 | $ | 6,759 | $ | 7,270 | (2.2 | )% | (7.0 | )% | |||
(a) | Consisted of 53 weeks. |
(b) | Adoption of the new accounting standards resulted in a $29 million and $17 million decrease in EBIT and a $2 million and $3 million increase in EBITDA for 2017 and 2016, respectively. |
(c) | Represents total depreciation and amortization, including amounts classified within Depreciation and Amortization and within Cost of Sales. |
22
We have also disclosed after-tax ROIC, which is a ratio based on GAAP information. We believe this metric is useful in assessing the effectiveness of our capital allocation over time. Other companies may calculate ROIC differently, limiting the usefulness of the measure for comparisons with other companies.
After-Tax Return on Invested Capital | ||||||||||||
Trailing Twelve Months | ||||||||||||
Numerator (dollars in millions) | February 2, 2019 | February 3, 2018 As Adjusted (a) | ||||||||||
Operating income | $ | 4,110 | $ | 4,224 | ||||||||
+ Net other income / (expense) | 27 | 59 | ||||||||||
EBIT | 4,137 | 4,283 | ||||||||||
+ Operating lease interest (b) | 83 | 79 | ||||||||||
- Income taxes (c)(d) | 856 | 867 | ||||||||||
Net operating profit after taxes | $ | 3,364 | $ | 3,495 | ||||||||
Denominator (dollars in millions) | February 2, 2019 | February 3, 2018 As Adjusted | January 28, 2017 As Adjusted | |||||||||
Current portion of long-term debt and other borrowings | $ | 1,052 | $ | 281 | $ | 1,729 | ||||||
+ Noncurrent portion of long-term debt | 10,223 | 11,117 | 10,862 | |||||||||
+ Shareholders' equity | 11,297 | 11,651 | 10,915 | |||||||||
+ Operating lease liabilities (e) | 2,170 | 2,072 | 1,970 | |||||||||
- Cash and cash equivalents | 1,556 | 2,643 | 2,512 | |||||||||
- Net assets of discontinued operations (f) | — | 2 | 62 | |||||||||
Invested capital | $ | 23,186 | $ | 22,476 | $ | 22,902 | ||||||
Average invested capital (g) | $ | 22,831 | $ | 22,689 | ||||||||
After-tax return on invested capital (d)(h) | 14.7 | % | 15.4 | % | ||||
After-tax return on invested capital excluding discrete impacts of Tax Act (d) | 14.6 | % | 13.6 | % | ||||
(a) | Consisted of 53 weeks. |
(b) | Represents the add-back to operating income driven by the hypothetical interest expense we would incur if the property under our operating leases were owned or accounted for as finance leases. Calculated using the discount rate for each lease and recorded as a component of rent expense within SG&A Expenses. Operating lease interest is added back to Operating Income in the ROIC calculation to control for differences in capital structure between us and our competitors. |
(c) | Calculated using the effective tax rates for continuing operations, which were 20.3 percent and 19.9 percent for the trailing twelve months ended February 2, 2019, and February 3, 2018, respectively. For the trailing twelve months ended February 2, 2019, and February 3, 2018, includes tax effect of $839 million and $851 million, respectively, related to EBIT, and $17 million and $16 million, respectively, related to operating lease interest. |
(d) | The effective tax rate for the trailing twelve months ended February 2, 2019, and February 3, 2018, includes discrete tax benefits of $36 million and $343 million, respectively, related to the Tax Act. |
(e) | Total short-term and long-term operating lease liabilities included within Accrued and Other Current Liabilities and Noncurrent Operating Lease Liabilities on the Consolidated Statements of Financial Position. |
(f) | Included in Other Assets and Liabilities on the Consolidated Statements of Financial Position. |
(g) | Average based on the invested capital at the end of the current period and the invested capital at the end of the comparable prior period. |
(h) | Adoption of the new lease standard reduced ROIC by approximately 0.5 percentage points for all periods presented. |
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Analysis of Financial Condition
Liquidity and Capital Resources
Our period-end cash and cash equivalents balance decreased to $1,556 million from $2,643 million in 2017 primarily because we repatriated cash previously held by entities located outside the U.S. and deployed it during 2018 in support of our business objectives. Our cash and cash equivalents balance includes short-term investments of $769 million and $1,906 million as of February 2, 2019, and February 3, 2018, respectively. Our investment policy is designed to preserve principal and liquidity of our short-term investments. This policy allows investments in large money market funds or in highly rated direct short-term instruments that mature in 60 days or less. We also place dollar limits on our investments in individual funds or instruments.
Capital Allocation
We follow a disciplined and balanced approach to capital allocation based on the following priorities, ranked in order of importance: first, we fully invest in opportunities to profitably grow our business, create sustainable long-term value, and maintain our current operations and assets; second, we maintain a competitive quarterly dividend and seek to grow it annually; and finally, we return any excess cash to shareholders by repurchasing shares within the limits of our credit rating goals.
Operating Cash Flows
Operating cash flow provided by continuing operations was $5,970 million in 2018 compared with $6,861 million in 2017 and $5,337 million in 2016. The 2018 operating cash flow decrease was primarily due to a larger increase in inventory in 2018 compared with 2017, partially offset by lower income tax payments in 2018 due to the Tax Act.
The 2017 operating cash flow increase was due to increased payables leverage primarily driven by changes in vendor payment terms in 2017, partially offset by an inventory increase in 2017 compared with a decrease during 2016. The operating cash flow increase was also partially due to the payment of approximately $500 million of taxes during 2016 related to the sale of our pharmacy and clinic businesses.
Inventory
Year-end inventory was $9,497 million, compared with $8,597 million in 2017. We increased inventory in 2018 to support higher sales, including market share opportunities in toys and baby-related merchandise. In addition, inventory levels were increased to support new brand launches and our efforts to improve in-stock levels.
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Capital Expenditures
Capital expenditures increased in 2018 from the prior year primarily due to increased investments in existing stores as we further accelerated our current store remodel program. This investment acceleration follows an increase in 2017 as we accelerated our store remodel program.
In addition to these cash investments, we entered into leases related to new stores in 2018, 2017, and 2016 with total future minimum lease payments of $473 million, $438 million, and $550 million, respectively.
We expect capital expenditures in 2019 at a level consistent with 2018 as we continue the current store remodel program, open additional small-format stores, and make other investments in our business. We also expect to continue our current rate of investment in store leases.
Dividends
We paid dividends totaling $1,335 million ($2.52 per share) in 2018 and $1,338 million ($2.44 per share) in 2017, a per share increase of 3.3 percent. We declared dividends totaling $1,347 million ($2.54 per share) in 2018, a per share increase of 3.3 percent over 2017. We declared dividends totaling $1,356 million ($2.46 per share) in 2017, a per share increase of 4.2 percent over 2016. 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 Repurchases
During 2018, 2017, and 2016 we returned $2,067 million, $1,026 million, and $3,686 million, respectively, to shareholders through share repurchase. See Part II, Item 5 of this Annual Report on Form 10-K and Note 21 to the Financial Statements for more information.
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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 February 2, 2019, our credit ratings were as follows:
Credit Ratings | Moody's | Standard and Poor's | Fitch |
Long-term debt | A2 | A | A- |
Commercial paper | P-1 | A-1 | F2 |
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.
In 2018, we funded our holiday sales period working capital needs through internally generated funds and the issuance of commercial paper. In 2017, we funded our holiday sales period working capital needs through internally generated funds.
We have additional liquidity through a committed $2.5 billion revolving credit facility obtained through a group of banks. In October 2018, we extended this credit facility by one year to October 2023. No balances were outstanding at any time during 2018, 2017, or 2016.
Most of our long-term debt obligations contain covenants related to secured debt levels. In addition to a secured debt level covenant, our credit facility also contains a debt leverage covenant. We are, and expect to remain, in compliance with these covenants. Additionally, at February 2, 2019, no notes or debentures contained provisions requiring acceleration of payment upon a credit rating downgrade, except that certain outstanding notes allow the note holders to put the notes to us if within a matter of months of each other we experience both (i) a change in control and (ii) our long-term credit ratings are either reduced and the resulting rating is 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.
Note 16 of the Financial Statements provides more information about financing activities.
We believe our sources of liquidity will continue to be adequate to maintain operations, finance anticipated expansion and strategic initiatives, fund debt maturities, pay dividends, and execute purchases under our share repurchase program for the foreseeable future. We continue to anticipate ample access to commercial paper and long-term financing.
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Commitments and Contingencies
Contractual Obligations as of | Payments Due by Period | ||||||||||||||
February 2, 2019 | Less than | 1-3 | 3-5 | After 5 | |||||||||||
(millions) | Total | 1 Year | Years | Years | Years | ||||||||||
Recorded contractual obligations: | |||||||||||||||
Long-term debt (a) | $ | 10,336 | $ | 1,002 | $ | 2,150 | $ | 63 | $ | 7,121 | |||||
Finance lease liabilities (b) | 1,461 | 98 | 196 | 193 | 974 | ||||||||||
Operating lease liabilities (b) | 2,904 | 245 | 470 | 443 | 1,746 | ||||||||||
Deferred compensation (c) | 518 | 59 | 116 | 111 | 232 | ||||||||||
Real estate liabilities (d) | 121 | 121 | — | — | — | ||||||||||
Tax contingencies (e) | — | — | — | — | — | ||||||||||
Unrecorded contractual obligations: | |||||||||||||||
Interest payments – long-term debt | 5,893 | 407 | 724 | 628 | 4,134 | ||||||||||
Purchase obligations (f) | 992 | 532 | 170 | 75 | 215 | ||||||||||
Real estate obligations (g) | 1,013 | 487 | 59 | 67 | 400 | ||||||||||
Future contributions to retirement plans (h) | — | — | — | — | — | ||||||||||
Contractual obligations | $ | 23,238 | $ | 2,951 | $ | 3,885 | $ | 1,580 | $ | 14,822 | |||||
(a) | Represents principal payments only. See Note 16 of the Financial Statements for further information. |
(b) | Finance and operating lease payments include $127 million and $778 million, respectively, related to options to extend lease terms that are reasonably certain of being exercised. See Note 18 of the Financial Statements for further information. |
(c) | The timing of deferred compensation payouts is estimated based on payments currently made to former employees and retirees and the projected timing of future retirements. |
(d) | Real estate liabilities include costs incurred but not paid related to the construction or remodeling of real estate and facilities. |
(e) | Estimated tax contingencies of $334 million, including interest and penalties and primarily related to continuing operations, are not included in the table above because we are not able to make reasonably reliable estimates of the period of cash settlement. See Note 19 of the Financial Statements for further information. |
(f) | Purchase obligations include all legally binding contracts such as firm minimum commitments for inventory purchases, merchandise royalties, equipment purchases, marketing-related contracts, software acquisition/license commitments, and service contracts. We issue inventory purchase orders in the normal course of business, which represent authorizations to purchase that are cancelable by their terms. We do not consider purchase orders to be firm inventory commitments; therefore, they are excluded from the table above. If we choose to cancel a purchase order, we may be obligated to reimburse the vendor for unrecoverable outlays incurred prior to cancellation. We also issue trade letters of credit in the ordinary course of business, which are excluded from this table as these obligations are conditioned on terms of the letter of credit being met. |
(g) | Real estate obligations include legally binding minimum lease payments for leases signed but not yet commenced, and commitments for the purchase, construction, or remodeling of real estate and facilities. |
(h) | We have not included obligations under our pension plans in the contractual obligations table above because no additional amounts are required to be funded as of February 2, 2019. Our historical practice regarding these plans has been to contribute amounts necessary to satisfy minimum pension funding requirements, plus periodic discretionary amounts determined to be appropriate. |
Off Balance Sheet Arrangements: Other than the unrecorded contractual obligations noted above, we do not have any arrangements or relationships with entities that are not consolidated into the financial statements.
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Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with GAAP, which requires us to make estimates and apply judgments that affect the reported amounts. In the Notes to Consolidated Financial Statements, we describe the significant accounting policies used in preparing the consolidated financial statements. Our management has discussed the development, selection, and disclosure of our critical accounting estimates with the Audit & Finance Committee of our Board of Directors. The following items require significant estimation or judgment:
Inventory and cost of sales: The vast majority of our inventory is accounted for under the retail inventory accounting method using the last-in, first-out method. Our inventory is valued at the lower of cost or market. We reduce inventory for estimated losses related to shrink and markdowns. Our shrink estimate is based on historical losses verified by physical inventory counts. Historically, our actual physical inventory count results have shown our estimates to be reliable. Market adjustments for markdowns are recorded when the salability of the merchandise has diminished. We believe the risk of inventory obsolescence is largely mitigated because our inventory typically turns in less than three months. Inventory was $9,497 million and $8,597 million at February 2, 2019 and February 3, 2018, respectively, and is further described in Note 9 of the Financial Statements.
Vendor income: We receive various forms of consideration from our vendors (vendor income), principally earned as a result of volume rebates, markdown allowances, promotions, and advertising allowances. Substantially all vendor income is recorded as a reduction of cost of sales.
We establish a receivable for vendor income that is earned but not yet received. Based on the agreements in place, this receivable is computed by estimating when we have completed our performance and when the amount is earned. The majority of the year-end vendor income receivables are collected within the following fiscal quarter, and we do not believe there is a reasonable likelihood that the assumptions used in our estimate will change significantly. Historically, adjustments to our vendor income receivable have not been material. Vendor income receivable was $468 million and $416 million at February 2, 2019 and February 3, 2018, respectively. Vendor income is described further in Note 5 of the Financial Statements.
Long-lived assets: Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows independent of other assets, which is primarily at the store level. An impairment loss would be recognized when estimated undiscounted future cash flows from the operation and/or disposition of the assets are less than their carrying amount. Measurement of an impairment loss would be based on the excess of the carrying amount of the asset group over its fair value. Fair value is measured using discounted cash flows or independent opinions of value, as appropriate. We recorded impairments of $92 million, $91 million, and $43 million in 2018, 2017, and 2016, respectively, which are described further in Note 11 of the Financial Statements.
We applied the hindsight practical expedient for measurement of lease assets and liabilities, and associated leasehold improvement assets, in our adoption of ASU No. 2016-02—Leases (Topic 842), which required significant judgment to determine the reasonably certain lease term for existing leases in transition to the new standard. Using hindsight shortened lease terms for many leases. Operating lease assets and liabilities were $1,965 million and $2,170 million, respectively, at February 2, 2019. Finance lease assets and liabilities were $872 million and $1,021 million, respectively, at February 2, 2019. Leases are described further in Notes 2 and 18 of the Financial Statements.
Insurance/self-insurance: We retain a substantial portion of the risk related to certain general liability, workers' compensation, property loss, and team member medical and dental claims. However, we maintain stop-loss coverage to limit the exposure related to certain risks. Liabilities associated with these losses include estimates of both claims filed and losses incurred but not yet reported. We use actuarial methods which consider a number of factors to estimate our ultimate cost of losses. General liability and workers' compensation liabilities are recorded at our estimate of their net present value; other liabilities referred to above are not discounted. Our workers' compensation and general liability accrual was $423 million and $419 million at February 2, 2019 and February 3, 2018, respectively. We believe that the amounts accrued are appropriate; however, our liabilities could be significantly affected if future occurrences or loss developments differ from our assumptions. For example, a 5 percent increase or decrease in average claim costs would impact our self-insurance expense by $21 million in 2018. Historically, adjustments to our estimates have not been material. Refer to Item 7A, Quantitative and Qualitative Disclosures About Market Risk, for further disclosure of the market risks associated with these exposures. We maintain insurance coverage to limit our exposure to certain events, including network security matters.
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Income taxes: We pay income taxes based on the tax statutes, regulations, and case law of the various jurisdictions in which we operate. Significant judgment is required in determining the timing and amounts of deductible and taxable items, and in evaluating the ultimate resolution of tax matters in dispute with tax authorities.
We recognized the income tax effects of the Tax Act in our 2018 and 2017 financial statements in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, Income Taxes. Note 19 of the Financial Statements provides additional information.
The benefits of uncertain tax positions are recorded in our financial statements only after determining it is likely the uncertain tax positions would withstand challenge by taxing authorities. We periodically reassess these probabilities and record any changes in the financial statements as appropriate. Liabilities for uncertain tax positions, including interest and penalties, were $334 million and $363 million at February 2, 2019 and February 3, 2018, respectively, and primarily relate to continuing operations. We believe the resolution of these matters will not have a material adverse impact on our consolidated financial statements. Income taxes are described further in Note 19 of the Financial Statements.
Pension accounting: We maintain a funded, qualified defined benefit pension plan, as well as several smaller and unfunded nonqualified plans for certain current and retired team members. The costs for these plans are determined based on actuarial calculations using the assumptions described in the following paragraphs. Eligibility and the level of benefits varies depending on team members' full-time or part-time status, date of hire, age, and/or length of service. The benefit obligation and related expense for these plans are determined based on actuarial calculations using assumptions about the expected long-term rate of return, the discount rate, and compensation growth rates. The assumptions, with adjustments made for any significant plan or participant changes, are used to determine the period-end benefit obligation and establish expense for the next year.
Our 2018 expected long-term rate of return on plan assets of 6.30 percent is determined by the portfolio composition, historical long-term investment performance, and current market conditions. A 1 percentage point decrease in our expected long-term rate of return would increase annual expense by $39 million.
The discount rate used to determine benefit obligations is adjusted annually based on the interest rate for long-term high-quality corporate bonds, using yields for maturities that are in line with the duration of our pension liabilities. Our benefit obligation and related expense will fluctuate with changes in interest rates. A 1 percentage point decrease to the weighted average discount rate would increase annual expense by $68 million.
Based on our experience, we use a graduated compensation growth schedule that assumes higher compensation growth for younger, shorter-service pension-eligible team members than it does for older, longer-service pension-eligible team members.
Pension benefits are further described in Note 24 of the Financial Statements.
Legal and other contingencies: We believe the accruals recorded in our consolidated financial statements properly reflect loss exposures that are both probable and reasonably estimable. We do not believe any of the currently identified claims or litigation may materially affect our results of operations, cash flows, or financial condition. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, it may cause a material adverse impact on the results of operations, cash flows, or financial condition for the period in which the ruling occurs, or future periods. Refer to Note 15 of the Financial Statements for further information on contingencies.
New Accounting Pronouncements
Refer to Note 2, Note 3, and Note 18, of the Financial Statements for a description of new accounting pronouncements related to revenues, leases, and pension expense. We do not expect any other recently issued accounting pronouncements will have a material effect on our financial statements.
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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 words of similar import. 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 continued execution of our share repurchase program, our expected capital expenditures and new lease commitments, the impact of changes in the expected effective income tax rate on net income, including those resulting from the Tax Act, the expected compliance with debt covenants, the expected impact of new accounting pronouncements, our intentions regarding future dividends, contributions and payments related to our pension plan, the expected returns on pension plan assets, the expected timing and recognition of compensation expenses, the effects of macroeconomic conditions, the adequacy of our reserves for general liability, workers' compensation and property loss, the expected outcome of, and adequacy of our reserves for investigations, inquiries, claims and litigation, expected changes to our contractual obligations and liabilities, the expected ability to recognize deferred tax assets and liabilities and the timing of such recognition, the resolution of tax matters, the expected impact of changes in information technology systems, and changes in our assumptions and expectations.
All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. Although we believe there is a reasonable basis for the forward-looking statements, our actual results could be materially different. The most important factors which could cause our actual results to differ from our forward-looking statements are set forth on our description of risk factors in Item 1A to this Form 10-K, 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.
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
At February 2, 2019, our exposure to market risk was primarily from interest rate changes on our debt obligations, some of which are at a London Interbank Offered Rate (LIBOR)-plus floating-rate. Our interest rate exposure is primarily due to differences between our floating rate debt obligations compared to our floating rate short-term investments. At February 2, 2019, our floating rate debt exceeded our floating rate short-term investments by approximately $700 million. Based on our balance sheet position at February 2, 2019, the annualized effect of a 0.1 percentage point increase in floating interest rates on our floating rate debt obligations, net of our floating rate short-term investments, would not be significant. In general, we expect our floating rate debt to exceed our floating rate short-term investments over time, but that may vary in different interest rate environments. See further description of our debt and derivative instruments in Notes 16 and 17 to the Financial Statements.
We record our general liability and workers' compensation liabilities at net present value; therefore, these liabilities fluctuate with changes in interest rates. Based on our balance sheet position at February 2, 2019, the annualized effect of a 0.5 percentage point decrease in interest rates would be to decrease earnings before income taxes by $6 million.
In addition, we are exposed to market return fluctuations on our qualified defined benefit pension plans. The value of our pension liabilities is inversely related to changes in interest rates. A 1 percentage point decrease to the weighted average discount rate would increase annual expense by $68 million. To protect against declines in interest rates, we hold high-quality, long-duration bonds and interest rate swaps in our pension plan trust. At year-end, we had hedged 60 percent of the interest rate exposure of our funded status.
As more fully described in Notes 12 and 23 to the Financial Statements, we are exposed to market returns on accumulated team member balances in our nonqualified, unfunded deferred compensation plans. We control the risk of offering the nonqualified plans by making investments in life insurance contracts and prepaid forward contracts on our own common stock that substantially offset our economic exposure to the returns on these plans.
There have been no other material changes in our primary risk exposures or management of market risks since the prior year.
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Item 8. Financial Statements and Supplementary Data
Report of Management on the Consolidated Financial Statements
Management is responsible for the consistency, integrity, and presentation of the information in the Annual Report. The consolidated financial statements and other information presented in this Annual Report have been prepared in accordance with accounting principles generally accepted in the United States and include necessary judgments and estimates by management.
To fulfill our responsibility, we maintain comprehensive systems of internal control designed to provide reasonable assurance that assets are safeguarded and transactions are executed in accordance with established procedures. The concept of reasonable assurance is based upon recognition that the cost of the controls should not exceed the benefit derived. We believe our systems of internal control provide this reasonable assurance.
The Board of Directors exercised its oversight role with respect to the Corporation's systems of internal control primarily through its Audit Committee, which is comprised of independent directors. The Committee oversees the Corporation's systems of internal control, accounting practices, financial reporting and audits to assess whether their quality, integrity, and objectivity are sufficient to protect shareholders' investments.
In addition, our consolidated financial statements have been audited by Ernst & Young LLP, independent registered public accounting firm, whose report also appears on this page.
/s/ Brian C. Cornell | /s/ Cathy R. Smith | |
Brian C. Cornell Chairman and Chief Executive Officer March 13, 2019 | Cathy R. Smith Executive Vice President and Chief Financial Officer | |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Target Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Target Corporation (the Corporation) as of February 2, 2019 and February 3, 2018, the related consolidated statements of operations, comprehensive income, cash flows and shareholders' investment for each of the three years in the period ended February 2, 2019, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Corporation at February 2, 2019 and February 3, 2018, and the results of its operations and its cash flows for each of the three years in the period ended February 2, 2019, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Corporation's internal control over financial reporting as of February 2, 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 13, 2019, expressed an unqualified opinion thereon.
Adoption of New Accounting Standards
ASU No. 2014-09
As discussed in Note 2 to the consolidated financial statements, the Corporation changed its method for recognizing revenue in 2018 due to the adoption of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), as amended, effective February 4, 2018, using the full retrospective approach.
ASU No. 2016-02
As discussed in Note 2 to the consolidated financial statements, the Corporation changed its method of accounting for leases in 2018 due to the adoption of ASU No. 2016-02, Leases (Topic 842), as amended, effective February 4, 2018, using the modified retrospective approach.
Basis for Opinion
These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on the Corporation's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
32
/s/ Ernst & Young LLP
We have served as the Corporation's auditor since 1931.
Minneapolis, Minnesota March 13, 2019 | |
33
Report of Management on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we assessed the effectiveness of our internal control over financial reporting as of February 2, 2019, based on the framework in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our assessment, we conclude that the Corporation's internal control over financial reporting is effective based on those criteria.
Our internal control over financial reporting as of February 2, 2019, has been audited by Ernst & Young LLP, the independent registered public accounting firm who has also audited our consolidated financial statements, as stated in their report which appears on this page.
/s/ Brian C. Cornell | /s/ Cathy R. Smith | |
Brian C. Cornell Chairman and Chief Executive Officer March 13, 2019 | Cathy R. Smith Executive Vice President and Chief Financial Officer | |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Target Corporation
Opinion on Internal Control over Financial Reporting
We have audited Target Corporation’s internal control over financial reporting as of February 2, 2019, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Target Corporation (the Corporation) maintained, in all material respects, effective internal control over financial reporting as of February 2, 2019, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Corporation as of February 2, 2019 and February 3, 2018, the related consolidated statements of operations, comprehensive income, cash flows and shareholders' investment for each of the three years in the period ended February 2, 2019, and the related notes and our report dated March 13, 2019 expressed an unqualified opinion thereon.
Basis for Opinion
The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Minneapolis, Minnesota March 13, 2019 | |
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Consolidated Statements of Operations
(millions, except per share data) | 2018 | 2017 As Adjusted (a) | 2016 As Adjusted (a) | ||||||
Sales | $ | 74,433 | $ | 71,786 | $ | 69,414 | |||
Other revenue | 923 | 928 | 857 | ||||||
Total revenue | 75,356 | 72,714 | 70,271 | ||||||
Cost of sales | 53,299 | 51,125 | 49,145 | ||||||
Selling, general and administrative expenses | 15,723 | 15,140 | 14,217 | ||||||
Depreciation and amortization (exclusive of depreciation included in cost of sales) | 2,224 | 2,225 | 2,045 | ||||||
Operating income | 4,110 | 4,224 | 4,864 | ||||||
Net interest expense | 461 | 653 | 991 | ||||||
Net other (income) / expense | (27 | ) | (59 | ) | (88 | ) | |||
Earnings from continuing operations before income taxes | 3,676 | 3,630 | 3,961 | ||||||
Provision for income taxes | 746 | 722 | 1,295 | ||||||
Net earnings from continuing operations | 2,930 | 2,908 | 2,666 | ||||||
Discontinued operations, net of tax | 7 | 6 | 68 | ||||||
Net earnings | $ | 2,937 | $ | 2,914 | $ | 2,734 | |||
Basic earnings per share | |||||||||
Continuing operations | $ | 5.54 | $ | 5.32 | $ | 4.61 | |||
Discontinued operations | 0.01 | 0.01 | 0.12 | ||||||
Net earnings per share | $ | 5.55 | $ | 5.32 | $ | 4.73 | |||
Diluted earnings per share | |||||||||
Continuing operations | $ | 5.50 | $ | 5.29 | $ | 4.58 | |||
Discontinued operations | 0.01 | 0.01 | 0.12 | ||||||
Net earnings per share | $ | 5.51 | $ | 5.29 | $ | 4.69 | |||
Weighted average common shares outstanding | |||||||||
Basic | 528.6 | 546.8 | 577.6 | ||||||
Diluted | 533.2 | 550.3 | 582.5 | ||||||
Antidilutive shares | — | 4.1 | 0.1 | ||||||
Note: Per share amounts may not foot due to rounding.
See accompanying Notes to Consolidated Financial Statements.
(a) | Refer to Note 2 regarding the adoption of new accounting standards for revenue recognition, leases, and pensions. |
35
Consolidated Statements of Comprehensive Income
(millions) | 2018 | 2017 As Adjusted (a) | 2016 As Adjusted (a) | ||||||
Net earnings | $ | 2,937 | $ | 2,914 | $ | 2,734 | |||
Other comprehensive (loss) / income, net of tax | |||||||||
Pension and other benefit liabilities, net of tax | (52 | ) | 2 | (13 | ) | ||||
Currency translation adjustment and cash flow hedges, net of tax | (6 | ) | 6 | 4 | |||||
Other comprehensive (loss) / income | (58 | ) | 8 | (9 | ) | ||||
Comprehensive income | $ | 2,879 | $ | 2,922 | $ | 2,725 | |||
See accompanying Notes to Consolidated Financial Statements.
(a) | Refer to Note 2 regarding the adoption of new accounting standards for revenue recognition, leases, and pensions. |
36
Consolidated Statements of Financial Position
(millions, except footnotes) | February 2, 2019 | February 3, 2018 As Adjusted (a) | ||||
Assets | ||||||
Cash and cash equivalents | $ | 1,556 | $ | 2,643 | ||
Inventory | 9,497 | 8,597 | ||||
Other current assets | 1,466 | 1,300 | ||||
Total current assets | 12,519 | 12,540 | ||||
Property and equipment | ||||||
Land | 6,064 | 6,095 | ||||
Buildings and improvements | 29,240 | 28,131 | ||||
Fixtures and equipment | 5,912 | 5,623 | ||||
Computer hardware and software | 2,544 | 2,645 | ||||
Construction-in-progress | 460 | 440 | ||||
Accumulated depreciation | (18,687 | ) | (18,398 | ) | ||
Property and equipment, net | 25,533 | 24,536 | ||||
Operating lease assets | 1,965 | 1,884 | ||||
Other noncurrent assets | 1,273 | 1,343 | ||||
Total assets | $ | 41,290 | $ | 40,303 | ||
Liabilities and shareholders' investment | ||||||
Accounts payable | $ | 9,761 | $ | 8,677 | ||
Accrued and other current liabilities | 4,201 | 4,094 | ||||
Current portion of long-term debt and other borrowings | 1,052 | 281 | ||||
Total current liabilities | 15,014 | 13,052 | ||||
Long-term debt and other borrowings | 10,223 | 11,117 | ||||
Noncurrent operating lease liabilities | 2,004 | 1,924 | ||||
Deferred income taxes | 972 | 693 | ||||
Other noncurrent liabilities | 1,780 | 1,866 | ||||
Total noncurrent liabilities | 14,979 | 15,600 | ||||
Shareholders' investment | ||||||
Common stock | 43 | 45 | ||||
Additional paid-in capital | 6,042 | 5,858 | ||||
Retained earnings | 6,017 | 6,495 | ||||
Accumulated other comprehensive loss | (805 | ) | (747 | ) | ||
Total shareholders' investment | 11,297 | 11,651 | ||||
Total liabilities and shareholders' investment | $ | 41,290 | $ | 40,303 | ||
Preferred Stock Authorized 5,000,000 shares, $0.01 par value; no shares were issued or outstanding at February 2, 2019 or February 3, 2018.
See accompanying Notes to Consolidated Financial Statements.
(a) | Refer to Note 2 regarding the adoption of new accounting standards for revenue recognition, leases, and pensions. |
37
Consolidated Statements of Cash Flows
(millions) | 2018 | 2017 As Adjusted (a) | 2016 As Adjusted (a) | ||||||
Operating activities | |||||||||
Net earnings | $ | 2,937 | $ | 2,914 | $ | 2,734 | |||
Earnings from discontinued operations, net of tax | 7 | 6 | 68 | ||||||
Net earnings from continuing operations | 2,930 | 2,908 | 2,666 | ||||||
Adjustments to reconcile net earnings to cash provided by operations: | |||||||||
Depreciation and amortization | 2,474 | 2,476 | 2,318 | ||||||
Share-based compensation expense | 132 | 112 | 113 | ||||||
Deferred income taxes | 322 | (188 | ) | 40 | |||||
Loss on debt extinguishment | — | 123 | 422 | ||||||
Noncash losses / (gains) and other, net | 95 | 208 | (11 | ) | |||||
Changes in operating accounts: | |||||||||
Inventory | (900 | ) | (348 | ) | 293 | ||||
Other assets | (299 | ) | (156 | ) | 56 | ||||
Accounts payable | 1,127 | 1,307 | (166 | ) | |||||
Accrued and other liabilities | 89 | 419 | (394 | ) | |||||
Cash provided by operating activities—continuing operations | 5,970 | 6,861 | 5,337 | ||||||
Cash provided by operating activities—discontinued operations | 3 | 74 | 107 | ||||||
Cash provided by operations | 5,973 | 6,935 | 5,444 | ||||||
Investing activities | |||||||||
Expenditures for property and equipment | (3,516 | ) | (2,533 | ) | (1,547 | ) | |||
Proceeds from disposal of property and equipment | 85 | 31 | 46 | ||||||
Cash paid for acquisitions, net of cash assumed | — | (518 | ) | — | |||||
Other investments | 15 | (55 | ) | 28 | |||||
Cash required for investing activities | (3,416 | ) | (3,075 | ) | (1,473 | ) | |||
Financing activities | |||||||||
Additions to long-term debt | — | 739 | 1,977 | ||||||
Reductions of long-term debt | (281 | ) | (2,192 | ) | (2,649 | ) | |||
Dividends paid | (1,335 | ) | (1,338 | ) | (1,348 | ) | |||
Repurchase of stock | (2,124 | ) | (1,046 | ) | (3,706 | ) | |||
Stock option exercises | 96 | 108 | 221 | ||||||
Cash required for financing activities | (3,644 | ) | (3,729 | ) | (5,505 | ) | |||
Net (decrease) / increase in cash and cash equivalents | (1,087 | ) | 131 | (1,534 | ) | ||||
Cash and cash equivalents at beginning of period | 2,643 | 2,512 | 4,046 | ||||||
Cash and cash equivalents at end of period | $ | 1,556 | $ | 2,643 | $ | 2,512 | |||
Supplemental information | |||||||||
Interest paid, net of capitalized interest | $ | 476 | $ | 678 | $ | 999 | |||
Income taxes paid | 373 | 934 | 1,514 | ||||||
Leased assets obtained in exchange for new finance lease liabilities | 130 | 139 | 252 | ||||||
Leased assets obtained in exchange for new operating lease liabilities | 246 | 212 | 148 | ||||||
See accompanying Notes to Consolidated Financial Statements.
(a) | Refer to Note 2 regarding the adoption of new accounting standards for revenue recognition, leases, and pensions. |
38
Consolidated Statements of Shareholders' Investment
(millions) | Common Stock Shares | Stock Par Value | Additional Paid-in Capital | Retained Earnings As Adjusted (a) | Accumulated Other Comprehensive (Loss) / Income | Total | |||||||||||
January 30, 2016 | 602.2 | $ | 50 | $ | 5,348 | $ | 8,196 | $ | (629 | ) | $ | 12,965 | |||||
Adoption of ASC Topic 842 (Leases) | — | — | — | (43 | ) | — | (43 | ) | |||||||||
Net earnings | — | — | — | 2,734 | — | 2,734 | |||||||||||
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 | $ | 5,846 | $ | (638 | ) | $ | 10,915 | |||||
Net earnings | — | — | — | 2,914 | — | 2,914 | |||||||||||
Other comprehensive income | — | — | — | — | 8 | 8 | |||||||||||
Dividends declared | — | — | — | (1,356 | ) | — | (1,356 | ) | |||||||||
Repurchase of stock | (17.6 | ) | (1 | ) | — | (1,026 | ) | — | (1,027 | ) | |||||||
Stock options and awards | 3.1 | — | 197 | — | — | 197 | |||||||||||
Reclassification of tax effects to retained earnings | — | — | — | 117 | (117 | ) | — | ||||||||||
February 3, 2018 | 541.7 | $ | 45 | $ | 5,858 | $ | 6,495 | $ | (747 | ) | $ | 11,651 | |||||
Net earnings | — | — | — | 2,937 | — | 2,937 | |||||||||||
Other comprehensive loss | — | — | — | — | (58 | ) | (58 | ) | |||||||||
Dividends declared | — | — | — | (1,347 | ) | — | (1,347 | ) | |||||||||
Repurchase of stock | (27.2 | ) | (2 | ) | — | (2,068 | ) | — | (2,070 | ) | |||||||
Stock options and awards | 3.3 | — | 184 | — | — | 184 | |||||||||||
February 2, 2019 | 517.8 | $ | 43 | $ | 6,042 | $ | 6,017 | $ | (805 | ) | $ | 11,297 | |||||
We declared $2.54, $2.46, and $2.36 dividends per share for the twelve months ended February 2, 2019, February 3, 2018, and January 28, 2017, respectively.
See accompanying Notes to Consolidated Financial Statements.
(a) | Refer to Note 2 regarding the adoption of new accounting standards for revenue recognition, leases, and pensions. |
39
Notes to Consolidated Financial Statements
1. Summary of Accounting Policies
Organization We are a general merchandise retailer selling products to our guests through our stores and digital channels.
We operate as a single segment that includes all of our continuing operations, which are designed to enable guests to purchase products seamlessly in stores or through our digital channels. Nearly all of our revenues are generated in the United States (U.S.). The vast majority of our long-lived assets are located within the U.S.
Consolidation The consolidated financial statements include the balances of Target and its subsidiaries after elimination of intercompany balances and transactions. All material subsidiaries are wholly owned. We consolidate variable interest entities where it has been determined that Target is the primary beneficiary of those entities' operations.
Use of estimates The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions affecting reported amounts in the consolidated financial statements and accompanying notes. Actual results may differ significantly from those estimates.
Fiscal year Our fiscal year ends on the Saturday nearest January 31. Unless otherwise stated, references to years in this report relate to fiscal years, rather than to calendar years. Fiscal 2018 ended February 2, 2019, and consisted of 52 weeks. Fiscal 2017 ended February 3, 2018, and consisted of 53 weeks. Fiscal 2016 ended January 28, 2017, and consisted of 52 weeks. Fiscal 2019 will end February 1, 2020, and will consist of 52 weeks.
Accounting policies Our accounting policies are disclosed in the applicable Notes to the Consolidated Financial Statements. Certain prior-year amounts have been reclassified to conform to the current year presentation. Note 2 provides information about our adoption of new accounting standards for revenue recognition, leases, and pensions.
2. Accounting Standards Adopted
Revenue Recognition
We adopted Accounting Standards Update (ASU) No. 2014-09—Revenue from Contracts with Customers (Topic 606), as amended, as of February 4, 2018, using the full retrospective approach. The new standard did not materially affect our consolidated net earnings, financial position, or cash flows. The new standard resulted in minor changes to the timing of recognition of revenues for certain promotional gift card programs.
For 2017 and 2016, we reclassified profit-sharing income under our credit card program agreement to Other Revenue from Selling, General and Administrative Expenses (SG&A Expenses). In addition, we reclassified certain advertising, rental, and other miscellaneous revenues, none of which was individually significant, from Sales and SG&A Expenses to Other Revenue.
Leases
We adopted ASU No. 2016-02—Leases (Topic 842), as amended, as of February 4, 2018, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at adoption and in comparative periods that approximates the results of a full retrospective approach. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. We also elected the practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing agreements.
In addition, we elected the hindsight practical expedient to determine the lease term for existing leases. Our election of the hindsight practical expedient resulted in the shortening of lease terms for certain existing leases and the useful lives of corresponding leasehold improvements. In our application of hindsight, we evaluated the performance of the leased stores and the associated markets in relation to our overall real estate strategies, which resulted in the determination that most renewal options would not be reasonably certain in determining the expected lease term.
40
Adoption of the new standard resulted in the recording of additional net lease assets and lease liabilities of approximately $1.3 billion and $1.4 billion respectively, as of February 4, 2018. The difference between the additional lease assets and lease liabilities, net of the deferred tax impact, was recorded as an adjustment to retained earnings. The standard did not materially impact our consolidated net earnings and had no impact on cash flows.
Pensions
In 2018, we adopted ASU No. 2017-07—Compensation – Retirement Benefits (Topic 715) using the full retrospective approach. The new standard requires employers to disaggregate and present separately the current service cost component from the other components of net benefit cost within the Consolidated Statement of Operations. For 2017 and 2016, we reclassified $(59) million and $(88) million, respectively, of non-service cost components of net benefit cost to Net Other (Income) / Expense from SG&A Expenses on our Consolidated Statements of Operations.
Effect of Accounting Standards Adoption on Consolidated Statement of Operations | ||||||||||||||||||
2017 As Previously Reported | Effect of the Adoption of | |||||||||||||||||
ASC Topic 606 (Revenue Recognition) | ASC Topic 842 (Leases) | ASU 2017-07 (Pension) | ||||||||||||||||
(millions, except per share data) (unaudited) | 2017 As Adjusted | |||||||||||||||||
Sales | $ | 71,879 | $ | (93 | ) | (a) | $ | — | $ | — | $ | 71,786 | ||||||
Other revenue | — | 928 | (a) | — | — | 928 | ||||||||||||
Total revenue | 71,879 | 835 | — | — | 72,714 | |||||||||||||
Cost of sales | 51,125 | — | — | — | 51,125 | |||||||||||||
Selling, general and administrative expenses | 14,248 | 835 | (a) | (2 | ) | (b) | 59 | (c) | 15,140 | |||||||||
Depreciation and amortization (exclusive of depreciation included in cost of sales) | 2,194 | — | 31 | (b) | — | 2,225 | ||||||||||||
Operating income | 4,312 | — | (29 | ) | (59 | ) | 4,224 | |||||||||||
Net interest expense | 666 | — | (13 | ) | (b) | — | 653 | |||||||||||
Net other (income) / expense | — | — | — | (59 | ) | (c) | (59 | ) | ||||||||||
Earnings from continuing operations before income taxes | 3,646 | — | (16 | ) | — | 3,630 | ||||||||||||
Provision for income taxes | 718 | (2 | ) | 6 | — | 722 | ||||||||||||
Net earnings from continuing operations | 2,928 | 2 | (22 | ) | — | 2,908 | ||||||||||||
Discontinued operations, net of tax | 6 | — | — | — | 6 | |||||||||||||
Net earnings | $ | 2,934 | $ | 2 | $ | (22 | ) | $ | — | $ | 2,914 | |||||||
Basic earnings per share | ||||||||||||||||||
Continuing operations | $ | 5.35 | $ | 5.32 | ||||||||||||||
Discontinued operations | 0.01 | 0.01 | ||||||||||||||||
Net earnings per share | $ | 5.36 | $ | 5.32 | ||||||||||||||
Diluted earnings per share | ||||||||||||||||||
Continuing operations | $ | 5.32 | $ | 5.29 | ||||||||||||||
Discontinued operations | 0.01 | 0.01 | ||||||||||||||||
Net earnings per share | $ | 5.33 | ||||||||||||||||