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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended May 4, 2002

Commission file number 1-6049

Target Corporation
(Exact name of registrant as specified in its charter)

Minnesota

 

 

 

41-0215170

(State of incorporation or organization)       (I.R.S. Employer Identification No.)

1000 Nicollet Mall, Minneapolis, Minnesota

 

55403

(Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code

 

(612) 304-6073


N/A

(Former name, former address and former fiscal year, if changed since last report.)

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 and (2) has been subject to such filing requirements for the past 90 days.

The number of shares outstanding of common stock as of May 4, 2002 was 907,239,827.


TABLE OF CONTENTS
   
TARGET CORPORATION

PART I   FINANCIAL INFORMATION:

 

 

Item 1 - Financial Statements

 

 

 

 

Consolidated Results of Operations for the Three Months
and Twelve Months ended May 4, 2002 and May 5, 2001

 

 

 

 

Consolidated Statements of Financial Position at
May 4, 2002, February 2, 2002 and May 5, 2001

 

 

 

 

Consolidated Statements of Cash Flows for the Three Months
ended May 4, 2002 and May 5, 2001

 

 

 

 

Notes to Consolidated Financial Statements

 

 

Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations

PART II

 

OTHER INFORMATION:

 

 

Item 4 - Submission of Matters to a Vote of Security Holders

 

 

Item 6 - Exhibits and Reports on Form 8-K

 

 

Signature

 

 

Exhibit Index

PART I. FINANCIAL INFORMATION

CONSOLIDATED RESULTS OF OPERATIONS   TARGET CORPORATION
(Millions, except per share data)     Three Months Ended     Twelve Months Ended  

 
      May 4 ,   May 5 ,   May 4 ,   May 5 ,
(Unaudited)     2002     2001     2002     2001  

 
Sales   $ 9,336   $ 8,186   $ 40,264   $ 36,892  
Net credit revenues     258     148     822     556  

 
  Total revenues     9,594     8,334     41,086     37,448  

 
Cost of sales     6,322     5,603     27,862     25,635  
Selling, general and administrative expense     2,127     1,887     8,701     8,045  
Credit expense     165     72     556     285  
Depreciation and amortization     289     256     1,112     972  
Interest expense     135     107     501     437  

 
Earnings before income taxes     556     409     2,354     2,074  
Provision for income taxes     211     155     895     795  

 
Net earnings   $ 345   $ 254   $ 1,459   $ 1,279  

 
Basic earnings per share   $ .38   $ .28   $ 1.62   $ 1.42  

 
Diluted earnings per share   $ .38   $ .28   $ 1.60   $ 1.41  

 
Dividends declared per common share   $ .060   $ .055   $ .230   $ .220  

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Basic     906.4     899.0     903.4     900.6  
  Diluted     914.7     908.5     911.4     909.8  

 

See accompanying Notes to Consolidated Financial Statements.


CONSOLIDATED STATEMENTS OF FINANCIAL POSITION   TARGET CORPORATION
      May 4 ,   February 2 ,   May 5 ,
(Millions)     2002     2002 *   2001  

 
Assets     (Unaudited)           (Unaudited)  
Cash and cash equivalents   $ 445   $ 499   $ 367  
Accounts receivable, net     3,949     3,831     -  
Receivable-backed securities     -     -     1,748  
Inventory     4,565     4,449     4,294  
Other     1,236     869     1,029  

 
  Total current assets     10,195     9,648     7,438  
Property and equipment                    
  Property and equipment     18,943     18,442     16,428  
  Accumulated depreciation     (5,012 )   (4,909 )   (4,391 )
  Property and equipment, net     13,931     13,533     12,037  
Other     1,063     973     901  

 
Total assets   $ 25,189   $ 24,154   $ 20,376  

 

Liabilities and shareholders' investment

 

 

 

 

 

 

 

 

 

 
Accounts payable   $ 3,685   $ 4,160   $ 3,285  
Current portion of long-term debt and notes payable     1,370     905     1,442  
Other     1,796     1,989     1,690  

 
  Total current liabilities     6,851     7,054     6,417  
Long-term debt     8,943     8,088     6,174  
Deferred income taxes and other     1,201     1,152     1,041  
Shareholders' investment     8,194     7,860     6,744  

 
Total liabilities and shareholders' investment   $ 25,189   $ 24,154   $ 20,376  

 
Common shares outstanding     907.2     905.2     900.1  

 
*
The February 2, 2002 Consolidated Statement of Financial Position is condensed from the audited financial statement.

See accompanying Notes to Consolidated Financial Statements.


CONSOLIDATED STATEMENTS OF CASH FLOWS   TARGET CORPORATION
(Millions)     Three Months Ended  

 
      May 4 ,   May 5 ,
(Unaudited)     2002     2001  

 
Operating activities              
Net earnings   $ 345   $ 254  
Reconciliation to cash flow:              
  Depreciation and amortization     289     256  
  Bad debt provision     89     -  
  Other non-cash items affecting earnings     66     18  
  Changes in operating accounts requiring cash:              
    Accounts receivable     (207 )   -  
    Inventory     (116 )   (46 )
    Other current assets     (316 )   (279 )
    Other assets     (107 )   (82 )
    Accounts payable     (475 )   (291 )
    Accrued liabilities     (117 )   (140 )
    Income taxes payable     (77 )   (40 )

 
Cash flow required by operations     (626 )   (350 )

 

Investing activities

 

 

 

 

 

 

 
Expenditures for property and equipment     (697 )   (857 )
Decrease in receivable-backed securities     -     193  
Proceeds from disposals of property and equipment     4     4  
Other     (1 )   -  

 
Cash flow required by investing activities     (694 )   (660 )

 
Net financing requirements     (1,320 )   (1,010 )

 

Financing activities

 

 

 

 

 

 

 
Increase in notes payable, net     311     774  
Additions to long-term debt     1,000     500  
Reductions of long-term debt     (8 )   (201 )
Dividends paid     (54 )   (49 )
Repurchase of stock     -     (14 )
Other     17     11  

 
Cash flow provided by financing activities     1,266     1,021  

 

Net (decrease)/increase in cash and cash equivalents

 

 

(54

)

 

11

 
Cash and cash equivalents at beginning of period     499     356  

 

Cash and cash equivalents at end of period

 

$

445

 

$

367

 

 

Amounts in this statement are presented on a cash basis and therefore may differ from those shown elsewhere in this 10-Q report.

See accompanying Notes to Consolidated Financial Statements.



NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
  TARGET CORPORATION

Accounting Policies

The accompanying consolidated financial statements should be read in conjunction with the financial statement disclosures contained in our 2001 Annual Shareholders' Report throughout pages 28-36. The same accounting policies are followed in preparing quarterly financial data as are followed in preparing annual data. In the opinion of management, all adjustments necessary for a fair presentation of quarterly operating results are reflected herein and are of a normal, recurring nature.

Certain prior year amounts have been reclassified to conform to the current year presentation.

Due to the seasonal nature of the retail industry, quarterly earnings are not necessarily indicative of the results that may be expected for the full fiscal year.

Extraordinary Items

In April 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." We elected to early adopt this Statement in the first quarter of 2002. Previously, all gains and losses from the early extinguishment of debt were required to be aggregated and classified as an extraordinary item in the Consolidated Results of Operations, net of the related tax effect. Under SFAS No. 145, gains and losses from the early extinguishment of debt will be included in interest expense. Prior year financial statements have been restated to reflect this change. The adoption of SFAS No. 145 has no impact on current year or previously reported net earnings, cash flows or financial position.

Derivatives

During the first quarter we entered into an interest rate swap with a notional amount of $500 million. The swap hedges the fair value of certain debt by effectively converting interest from fixed rate to variable. The fair value of our outstanding swaps is reflected in the financial statements and any "hedge ineffectiveness" is recognized in interest expense. At May 4, 2002, the fair value of our existing swaps is immaterial.

Goodwill and Other Intangible Assets

In the first quarter, we adopted SFAS No. 142, "Goodwill and Other Intangible Assets." We have complied with all of the adoption provisions of the Statement. The adoption of SFAS No. 142 reduced first quarter amortization expense by approximately $3 million (less than $.01 per share). Additionally, we have completed our initial impairment test and concluded that our $155 million of goodwill and indefinite lived intangible assets are not impaired.

Per Share Data

References to earnings per share refer to diluted earnings per share.

    Basic EPS
  Diluted EPS
 
    Three Months
Ended

  Twelve Months
Ended

  Three Months
Ended

  Twelve Months
Ended

 
      May 4 ,   May 5 ,   May 4 ,   May 5 ,   May 4 ,   May 5 ,   May 4 ,   May 5 ,
    2002
  2001
  2002
  2001
  2002
  2001
  2002
  2001
 
Net earnings   $ 345   $ 254   $ 1,459   $ 1,279   $ 345   $ 254   $ 1,459   $ 1,279  
Weighted average common shares outstanding     906.4     899.0     903.4     900.6     906.4     899.0     903.4     900.6  
Stock options     -     -     -     -     8.3     9.5     8.0     9.0  
Put options     -     -     -     -     -     -     -     .2  
   
 
 
 
 
 
 
 
 
Total common equivalent shares outstanding     906.4     899.0     903.4     900.6     914.7     908.5     911.4     909.8  
   
 
 
 
 
 
 
 
 
Earnings per share   $ .38   $ .28   $ 1.62   $ 1.42   $ .38   $ .28   $ 1.60   $ 1.41  
   
 
 
 
 
 
 
 
 

Share Repurchase Program

Prior to 2001, our Board of Directors authorized the repurchase of $2 billion of our common stock. Since the inception of our share repurchase program, we have repurchased a total of 40.5 million shares of our common stock at a total cost of $1,186 million ($29.29 per share), net of the premium from exercised and expired put options.

Common stock repurchases under our program have been essentially suspended. Consequently, common stock repurchases did not have a material impact on our first quarter 2002 earnings and financial position.

Long-term Debt

During the first quarter we repurchased $4 million of long-term debt with a weighted average interest rate of approximately 9.7 percent. These transactions resulted in a pre-tax loss of $1 million (less than $.01 per share), which is included in interest expense in the Consolidated Results of Operations.

Also during the first quarter we issued $1 billion of long-term debt, bearing interest at 5.88 percent, maturing in March 2012. Proceeds from this issuance were used for general corporate purposes.

Accounts Receivable

Accounts receivable is recorded net of an allowance for expected losses. The allowance, estimated from historical portfolio performance and projections of trends, was $297 million at May 4, 2002 and $261 million at February 2, 2002.

Pension Benefits

Certain non-qualified pension and survivor benefits owed to current executives were exchanged for deferrals in an existing defined contribution employee benefit plan. The exchange resulted in first quarter pre-tax expense of $20 million ($.01 per share), reflecting $27 million in additional defined contribution plan benefits expense partially offset by reduced net pension expense. The remaining defined contribution plan expense is expected to be offset in the future by lower net periodic pension expense.


Segment Disclosures (Millions)

Revenues by segment were as follows:

    Three Months Ended
 
      May 4 ,   May 5 , %  
    2002
  2001
  Change
 
Target   $ 8,029   $ 6,771   18.6 %
Mervyn's     863     871   (0.9 )
Marshall Field's     625     630   (0.7 )
Other     77     62   24.4  
   
 
 
 
Total   $ 9,594   $ 8,334   15.1 %
   
 
 
 

Pre-tax segment profit and the reconciliation to pre-tax earnings were as follows:

    Three Months Ended
 
      May 4 ,   May 5 , %  
    2002
  2001
  Change
 
Target   $ 678   $ 502   35.1 %
Mervyn's     52     48   8.3  
Marshall Field's     32     23   36.0  
   
 
 
 
  Total pre-tax segment profit     762     573   32.8  
Securitization adjustment (interest equivalent)     -     (12 )    
Interest expense     (135 )   (107 )    
Other     (71 )   (45 )    
   
 
 
 
Earnings before income taxes   $ 556   $ 409   35.9 %
   
 
 
 


MANAGEMENT'S DISCUSSION
AND ANALYSIS

 

TARGET CORPORATION

Analysis of Operations

First quarter 2002 net earnings were $345 million, or $.38 per share, compared with $254 million, or $.28 per share, for the same period last year.

Revenues and Comparable-Store Sales

Total revenues for the quarter increased 15.1 percent to $9,594 million compared with $8,334 million for the same period a year ago. Total comparable-store sales (sales from stores open longer than one year) increased 5.2 percent. Our revenue growth reflected Target's new store expansion and comparable-store sales growth combined with growth in our credit card operations.

Year-over-year changes in comparable-store sales by business segment were as follows:

 
   
 
    Three Months
Percentage
Change

 
Target   6.8 %
Mervyn's   (1.4 )
Marshall Field's   (2.1 )
   
 
Total   5.2 %
   
 

Gross Margin Rate

The gross margin rate represents gross margin (sales less cost of sales) as a percent of sales. In the first quarter, our gross margin rate was favorable to the first quarter of last year, reflecting gross margin rate improvement at all three divisions partially offset by the mix impact of growth at Target, our lowest gross margin rate division.

Operating Expense Rate

The operating expense rate represents selling, general and administrative expense as a percent of sales. In the first quarter, our operating expense rate was favorable to the first quarter of last year, benefiting from the overall growth at Target, our lowest expense rate division.

Pre-tax Segment Profit

Our first quarter pre-tax segment profit increased 33 percent to $762 million compared with $573 million for the same period a year ago. Target's pre-tax profit increased 35 percent. Mervyn's pre-tax profit rose 8 percent and Marshall Field's pre-tax profit improved 36 percent. We define pre-tax segment profit as earnings before LIFO, securitization effects, interest, other expense and unusual items. A reconciliation of pre-tax segment profit to pre-tax earnings is provided in the Notes to Consolidated Financial Statements.

Other Performance Factors

In the first quarter, the total of interest expense and interest equivalent was $135 million, representing a $16 million increase from the first quarter of 2001. For analytical purposes, the amounts that represented payments accrued to holders of sold securitized receivables prior to August 22, 2001 are considered as "interest equivalent." After this date such payments constitute interest expense. The increase in interest expense and interest equivalent was due to higher average funded balances, partially offset by the benefit of a lower average portfolio interest rate.



The estimated annual effective income tax rate was 38.0 percent in the first quarter of both 2002 and 2001.

Analysis of Financial Condition

Our financial condition remains strong. We continue to fund the growth in our business through a combination of internally generated funds and debt.

During the first quarter, total gross receivables serviced increased $1,538, or 57 percent, over the first quarter of last year. The growth in receivables serviced was driven by the national roll-out of the Target Visa card in the third quarter of 2001. Inventory increased $271 million, or 6 percent, over the first quarter of last year primarily reflecting new square footage growth at Target. The inventory growth was more than fully funded by a $400 million, or 12 percent, increase in accounts payable.

Capital expenditures for the first three months of 2002 were $697 million, compared with $857 million for the same period a year ago. The 2001 expenditures included the acquisition of rights to 35 former Montgomery Wards stores. Investment in Target stores accounted for 95 percent of current year capital expenditures.

Our share repurchase program is described in the Notes to Consolidated Financial Statements.

Credit Card Operations (Millions)

Our credit card programs strategically support our core retail operations and are an integral component of each business segment. Therefore, included in each segment's pre-tax profit is revenue and expense from its credit card operations.

Credit card contribution to pre-tax segment profit on an accounts receivable serviced basis was as follows:

    Three Months Ended
 
      May 4 ,   May 5 ,
    2002
  2001
 
Revenues              
Finance charges, late fees and other revenues   $ 244   $ 175  
Merchant fees              
  Intracompany     22     22  
  Third-party     14     1  
   
 
 
  Total revenues     280     198  
   
 
 
Expenses              
Bad debt     89     36  
Operations and marketing     76     52  
   
 
 
  Total expenses     165     88  
   
 
 

Pre-tax credit contribution

 

$

115

 

$

110

 
   
 
 

Total receivables serviced were as follows:

      May 4 ,   May 5 ,
    2002
  2001
 
Target              
  Guest Card   $ 899   $ 1,233  
  Target Visa     2,053     111  
Mervyn's     607     655  
Marshall Field's     687     709  
   
 
 

Quarter-end receivables serviced

 

$

4,246

 

$

2,708

 

Past due*

 

 

5.0

%

 

6.0

%
   
 
 

Average receivables serviced

 

$

4,143

 

$

2,764

 
   
 
 

*Accounts with two or more payments past due as a percent of total outstanding receivables.

The allowance for doubtful accounts on serviced receivables was as follows:

    Three Months Ended
 
      May 4 ,   May 5 ,
    2002
  2001
 
Allowance at beginning of quarter   $ 261   $ 211  
Bad debt provision     89     36  
Net write-offs     (53 )   (40 )
   
 
 

Allowance at end of quarter

 

$

297

 

$

207

 

As a percent of quarter-end receivables serviced

 

 

7.0

%

 

7.6

%
   
 
 

As a multiple of current 12 months net write-offs

 

 

1.5x

 

 

1.4x

 
   
 
 

Store Data

During the quarter, we opened a total of 32 new Target stores, including 19 discount stores and 13 SuperTarget stores. In addition, we closed four Target stores, each of which were relocated and opened as SuperTarget stores. At May 4, 2002, our number of stores and retail square feet were as follows:

    Number of Stores
  Retail Square Feet*
 
    May 4 , Feb. 2 , May 5 , May 4 , Feb. 2 , May 5 ,
    2002
  2002
  2001
  2002
  2002
  2001
 
Target   1,081   1,053   991   129,795   125,203   115,240  
Mervyn's   264   264   266   21,425   21,425   21,555  
Marshall Field's   64   64   64   14,638   14,638   14,584  
   
 
 
 
 
 
 
Total   1,409   1,381   1,321   165,858   161,266   151,379  
   
 
 
 
 
 
 

*In thousands, reflects total square feet, less office, warehouse and vacant space

Supplemental Information (Millions)

We provide the following supplemental information derived from our financial statements because we believe it provides a meaningful aid to the analysis of our performance by segment. We define segment EBITDA as pre-tax segment profit before depreciation and amortization expense. Our definition of EBITDA and pre-tax segment profit may differ from definitions used by other companies. This presentation is not intended to be a substitute for GAAP reported measures of profitability and cash flow. A reconciliation of pre-tax segment profit to pre-tax earnings is provided in the Notes to Consolidated Financial Statements. Segment EBITDA and the reconciliation of pre-tax segment profit were as follows:

    Three Months Ended
 
      May 4 ,   May 5 , %  
    2002
  2001
  Change
 
Target   $ 899   $ 686   30.9 %
Mervyn's     81     80   2.0  
Marshall Field's     64     57   11.1  
   
 
 
 
  Total segment EBITDA     1,044     823   26.7  
Segment depreciation and amortization     (282 )   (250 )    
   
 
 
 

Pre-tax segment profit

 

$

762

 

$

573

 

32.8

%
   
 
 
 
Cash flows provided by / (used for):                  
  Operating activities   $ (626 ) $ (350 )    
  Investing activities     (694 )   (660 )    
  Financing activities     1,266     1,021      
   
 
     
Net increase in cash and cash equivalents   $ (54 ) $ 11      
   
 
     

Outlook for Fiscal Year 2002

For the full year, we believe that we are well positioned to deliver strong growth in revenues and earnings. We expect this growth to be driven by increases in comparable-store sales and contributions from new store growth at Target as well as by continued growth in contribution from our credit card operations, primarily through the Target Visa credit card. For the Corporation overall, gross margin rate and operating expense rates are expected to remain essentially even with 2001.

Interest expense is expected to be considerably higher than interest expense and interest equivalent in 2001 due to higher average funded balances to support expansion of Target stores and credit card receivables.

Forward-Looking Statements

The preceding Management's Discussion and Analysis contains forward-looking statements regarding our performance, liquidity and the adequacy of our capital resources. Those statements are based on our current assumptions and expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. We caution that the forward-looking statements are qualified by the risks and challenges posed by increased competition, shifting consumer demand, changing consumer credit markets, changing capital markets and general economic conditions, hiring and retaining effective team members, sourcing merchandise from domestic and international vendors, investing in new business strategies, achieving our growth objectives, the outbreak of war and other significant national and international events, and other risks and uncertainties. As a result, while we believe that there is a reasonable basis for the forward-looking statements, you should not place undue reliance on those statements. You are encouraged to review Exhibit (99)C attached to our Form 10-K Report for the year ended February 2, 2002, which contains additional important factors that may cause actual results to differ materially from those predicted in the forward-looking statements.




PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

a)   The Company held its Annual Shareholders' Meeting on May 22, 2002.

b)

 

(1).

 

The shareholders voted for three director nominees for three-year terms. The vote was as follows:
 
  Name of Candidate

  For
  Withheld
    Roger A. Enrico   764,403,417   46,315,903
    William W. George   764,465,194   46,254,126
    James A. Johnson   760,416,050   50,303,270
        There were no abstentions and no broker non-votes.

 

 

(2).

 

The shareholders voted to approve the appointment of Ernst & Young LLP as independent auditors of the Corporation for fiscal year 2002. The vote was 792,941,038 for, 12,877,794 against and 4,900,488 abstentions. There were no broker non-votes.

 

 

(3).

 

The shareholders voted to approve the amended Executive Short-Term Incentive Plan. The vote was 726,304,219 for, 74,904,824 against and 9,510,277 abstentions. There were no broker non-votes.


Item 6. Exhibits and Reports on Form 8-K


a)

 

Exhibits

 

 

(2).

 

Not applicable

 

 

(4).

 

Instruments defining the rights of security holders, including indentures. Registrant agrees to furnish the Commission on request copies of instruments with respect to long-term debt.

 

 

(10).

 

Not applicable

 

 

(11).

 

Not applicable

 

 

(12).

 

Statements re Computations of Ratios

 

 

(15).

 

Not applicable

 

 

(18).

 

Not applicable

 

 

(19).

 

Not applicable

 

 

(22).

 

Not applicable

 

 

(23).

 

Not applicable

 

 

(24).

 

Not applicable

b)

 

Reports on Form 8-K:

 

 

Form 8-K filed February 7, 2002, providing the News Release relating to January sales results.

 

 

Form 8-K filed February 28, 2002, providing the News Release relating to fourth quarter and fiscal year 2001 financial results.

 

 

Form 8-K filed March 7, 2002, providing the News Release relating to February sales results.

 

 

Form 8-K filed April 11, 2002, providing the News Release relating to March sales results.


Signature

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

TARGET CORPORATION

Dated: June 12, 2002

 

By:

/s/ Douglas A. Scovanner
Douglas A. Scovanner
Executive Vice President,
Chief Financial Officer
and Chief Accounting Officer


Exhibit Index

        (12).        Statements re Computations of Ratios