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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM10-Q(Mark One)QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended April 29,2023ORTRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 19

2、34For the transition period from _ to _Commission File Number 1-6049TARGET CORPORATION(Exact name of registrant as specified in its charter)Minnesota(State or other jurisdiction of incorporation or organization)1000 Nicollet Mall,Minneapolis,Minnesota(Address of principal executive offices)41-021517

3、0(I.R.S.Employer Identification No.)55403(Zip Code)612-304-6073(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon stock,par value$0.0833 per shareTGTNew York S

4、tock ExchangeIndicate by check mark whether the registrant(1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject t

5、o such filingrequirements for the past 90 days.Yes NoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period

6、that the registrant was required to submit such files).Yes NoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or anemerging growth company.See the definitions of large accelerated filer,accelerated fil

7、er,smaller reporting company,and emerging growth companyin Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use th

8、e extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant is a shell company(as defined in Rule12b-2 of the Exchange Act).Yes NoTotal shares of common stock,par

9、value$0.0833,outstanding at May19,2023,were 461,559,612.Table of ContentsIndex to NotesTARGET CORPORATIONTABLE OF CONTENTSPARTIFINANCIAL INFORMATIONItem 1.Financial Statements(unaudited)Consolidated Statements of Operations1Consolidated Statements of Comprehensive Income2Consolidated Statements of F

10、inancial Position3Consolidated Statements of Cash Flows4Consolidated Statements of Shareholders Investment5Notes to Consolidated Financial Statements8Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations13Item 3.Quantitative and Qualitative Disclosures About Mar

11、ket Risk22Item 4.Controls and Procedures22PARTIIOTHER INFORMATIONItem 1.Legal Proceedings23Item 1A.Risk Factors23Item 2.Unregistered Sales of Equity Securities and Use of Proceeds23Item 3.Defaults Upon Senior Securities23Item 4.Mine Safety Disclosures23Item 5.Other Information23Item 6.Exhibits24Sign

12、atures25FINANCIAL STATEMENTSTable of ContentsIndex to NotesPARTI.FINANCIAL INFORMATIONItem 1.Financial StatementsConsolidated Statements of OperationsThreeMonthsEnded(millions,exceptpersharedata)(unaudited)April 29,2023April 30,2022Sales$24,948$24,830Other revenue374340Total revenue25,32225,170Cost

13、of sales18,38618,461Selling,general and administrative expenses5,0254,762Depreciation and amortization(exclusive of depreciation included in cost of sales)583601Operating income1,3281,346Net interest expense147112Net other income(23)(15)Earnings before income taxes1,2041,249Provision for income taxe

14、s254240Net earnings$950$1,009Basic earnings per share$2.06$2.17Diluted earnings per share$2.05$2.16Weighted average common shares outstandingBasic460.9464.0Diluted462.9467.8Antidilutive shares1.2See accompanying Notes to Consolidated Financial Statements.TARGET CORPORATIONQ1 2023 Form 10-Q1FINANCIAL

15、 STATEMENTSTable of ContentsIndex to NotesConsolidated Statements of Comprehensive IncomeThreeMonthsEnded(millions)(unaudited)April 29,2023April 30,2022Net earnings$950$1,009Other comprehensive income,net of taxPension benefit liabilities211Cash flow hedges and currency translation adjustment(5)190O

16、ther comprehensive income(3)201Comprehensive income$947$1,210See accompanying Notes to Consolidated Financial Statements.TARGET CORPORATIONQ1 2023 Form 10-Q2FINANCIAL STATEMENTSTable of ContentsIndex to NotesConsolidated Statements of Financial Position(millions,except footnotes)(unaudited)April 29,

17、2023January 28,2023April 30,2022AssetsCash and cash equivalents$1,321$2,229$1,112Inventory12,61613,49915,083Other current assets1,8362,1181,758Total current assets15,77317,84617,953Property and equipmentLand6,4936,2316,164Buildings and improvements35,19834,74633,300Fixtures and equipment7,4737,4396,

18、459Computer hardware and software3,0673,0392,588Construction-in-progress2,8222,6881,444Accumulated depreciation(22,657)(22,631)(21,285)Property and equipment,net32,39631,51228,670Operating lease assets2,6402,6572,571Other noncurrent assets1,3411,3201,648Total assets$52,150$53,335$50,842Liabilities a

19、nd shareholders investmentAccounts payable$11,935$13,487$14,053Accrued and other current liabilities5,7325,8835,582Current portion of long-term debt and other borrowings2001301,089Total current liabilities17,86719,50020,724Long-term debt and other borrowings16,01016,00913,379Noncurrent operating lea

20、se liabilities2,6212,6382,581Deferred income taxes2,2892,1961,752Other noncurrent liabilities1,7581,7601,632Total noncurrent liabilities22,67822,60319,344Shareholders investmentCommon stock383839Additional paid-in capital6,5416,6085,592Retained earnings5,4485,0055,495Accumulated other comprehensive

21、loss(422)(419)(352)Total shareholders investment11,60511,23210,774Total liabilities and shareholders investment$52,150$53,335$50,842Common Stock Authorized 6,000,000,000 shares,$0.0833 par value;461,552,843,460,346,947,and 463,683,711 shares issued andoutstanding as of April29,2023,January28,2023,an

22、d April30,2022,respectively.Preferred Stock Authorized 5,000,000 shares,$0.01 par value;no shares were issued or outstanding during any period presented.See accompanying Notes to Consolidated Financial Statements.TARGET CORPORATIONQ1 2023 Form 10-Q3FINANCIAL STATEMENTSTable of ContentsIndex to Notes

23、Consolidated Statements of Cash FlowsThree Months Ended(millions)(unaudited)April 29,2023April 30,2022Operating activitiesNet earnings$950$1,009Adjustments to reconcile net earnings to cash provided by operating activities:Depreciation and amortization667679Share-based compensation expense4383Deferr

24、ed income taxes95115Noncash losses/(gains)and other,net(11)52Changes in operating accounts:Inventory883(1,181)Other assets34(86)Accounts payable(1,463)(1,560)Accrued and other liabilities67(505)Cash provided by(required for)operating activities1,265(1,394)Investing activitiesExpenditures for propert

25、y and equipment(1,605)(952)Proceeds from disposal of property and equipment22Other investments12Cash required for investing activities(1,602)(948)Financing activitiesChange in commercial paper,net90945Reductions of long-term debt(46)(48)Dividends paid(497)(424)Repurchase of stock(10)Accelerated shar

26、e repurchase pending final settlement(2,750)Shares withheld for taxes on share-based compensation(118)(171)Stock option exercises1Cash required for financing activities(571)(2,457)Net decrease in cash and cash equivalents(908)(4,799)Cash and cash equivalents at beginning of period2,2295,911Cash and

27、cash equivalents at end of period$1,321$1,112Supplemental informationLeased assets obtained in exchange for new finance lease liabilities$15$62Leased assets obtained in exchange for new operating lease liabilities5459See accompanying Notes to Consolidated Financial Statements.TARGET CORPORATIONQ1 20

28、23 Form 10-Q4FINANCIAL STATEMENTSTable of ContentsIndex to NotesConsolidated Statements of Shareholders InvestmentCommonStockAdditionalAccumulated OtherStockParPaid-inRetainedComprehensive(millions)(unaudited)SharesValueCapitalEarnings(Loss)/IncomeTotalJanuary 29,2022471.3$39$6,421$6,920$(553)$12,82

29、7Net earnings1,0091,009Other comprehensive income201201Dividends declared(426)(426)Repurchase of stock(0.1)(10)(10)Accelerated share repurchase pendingfinal settlement(8.9)(1)(751)(1,998)(2,750)Stock options and awards1.41(78)(77)April 30,2022463.7$39$5,592$5,495$(352)$10,774Net earnings183183Other

30、comprehensive loss(17)(17)Dividends declared(502)(502)Repurchase of stock(3.6)(1)870(755)114Stock options and awards0.14040July 30,2022460.2$38$6,502$4,421$(369)$10,592Net earnings712712Other comprehensive income161161Dividends declared(502)(502)Stock options and awards0.15656October 29,2022460.3$38

31、$6,558$4,631$(208)$11,019Net earnings876876Other comprehensive loss(211)(211)Dividends declared(502)(502)Stock options and awards5050January 28,2023460.3$38$6,608$5,005$(419)$11,232TARGET CORPORATIONQ1 2023 Form 10-Q5FINANCIAL STATEMENTSTable of ContentsIndex to NotesConsolidated Statements of Share

32、holders InvestmentCommonStockAdditionalAccumulated OtherStockParPaid-inRetainedComprehensive(millions)(unaudited)SharesValueCapitalEarnings(Loss)/IncomeTotalJanuary 28,2023460.3$38$6,608$5,005$(419)$11,232Net earnings950950Other comprehensive loss(3)(3)Dividends declared(507)(507)Stock options and a

33、wards1.3(67)(67)April 29,2023461.6$38$6,541$5,448$(422)$11,605We declared$1.08 and$0.90 dividends per share for the three months ended April29,2023,and April30,2022,and$4.14 per share for thefiscal year ended January28,2023.See accompanying Notes to Consolidated Financial Statements.TARGET CORPORATI

34、ONQ1 2023 Form 10-Q6FINANCIAL STATEMENTSTable of ContentsINDEXIndex to NotesINDEX TO NOTESNotes to Consolidated Financial Statements8Note 1Accounting Policies8Note 2Revenue9Note 3Fair Value Measurements10Note 4Supplier Finance Programs10Note 5Commercial Paper and Long-Term Debt10Note 6Derivative Fin

35、ancial Instruments11Note 7Share Repurchase12Note 8Pension Benefits12Note 9Accumulated Other Comprehensive Income(Loss)12TARGET CORPORATIONQ1 2023 Form 10-Q7FINANCIAL STATEMENTSTable of ContentsNOTESIndex to NotesNotes to Consolidated Financial Statements(unaudited)1.Accounting PoliciesThese unaudite

36、d condensed consolidated financial statements are prepared in accordance with the rules and regulations of the Securitiesand Exchange Commission applicable to interim financial statements.While these statements reflect all normal recurring adjustments thatare,in the opinion of management,necessary f

37、or fair presentation of the results of the interim period,they do not include all of theinformation and footnotes required by United States generally accepted accounting principles(U.S.GAAP)for complete financial statements.These condensed consolidated financial statements should be read in conjunct

38、ion with the financial statement disclosures in our most recentForm10-K.We use the same accounting policies in preparing quarterly and annual financial statements.We operate as a single segment that is designed to enable guests to purchase products seamlessly in stores or through our digital channel

39、s.Nearly all of our revenues are generated in the U.S.The vast majority of our long-lived assets are located within the U.S.Due to the seasonal nature of our business,quarterly revenues,expenses,earnings,and cash flows are not necessarily indicative of theresults that may be expected for the full ye

40、ar.TARGET CORPORATIONQ1 2023 Form 10-Q8FINANCIAL STATEMENTSTable of ContentsNOTESIndex to Notes2.RevenueMerchandise sales represent the vast majority of our revenues.We also earn revenues from a variety of other sources,most notably creditcard profit-sharing income from our arrangement with TD Bank

41、Group(TD).RevenueThreeMonthsEnded(millions)April 29,2023April 30,2022Apparel&accessories$3,967$4,239Beauty&household essentials 7,6827,053Food&beverage 5,9975,505Hardlines 3,3913,713Home furnishings&dcor 3,8554,271Other5649Sales24,94824,830Credit card profit sharing174185Other200155Other revenue3743

42、40Total revenue$25,322$25,170Includes apparel for women,men,boys,girls,toddlers,infants and newborns,as well as jewelry,accessories,and shoes.Includes beauty and personal care,baby gear,cleaning,paper products,and pet supplies.Includes dry grocery,dairy,frozen food,beverages,candy,snacks,deli,bakery

43、,meat,produce,and food service in our stores.Includes electronics(including video game hardware and software),toys,entertainment,sporting goods,and luggage.Includes furniture,lighting,storage,kitchenware,small appliances,home dcor,bed and bath,home improvement,school/officesupplies,greeting cards an

44、d party supplies,and other seasonal merchandise.Merchandise sales We record almost all retail store revenues at the point of sale.Digitally originated sales may include shipping revenueand are recorded upon delivery to the guest or upon guest pickup at the store.Sales are recognized net of expected

45、returns,which weestimate using historical return patterns and our expectation of future returns.As of April29,2023,January28,2023,and April30,2022,theaccrual for estimated returns was$206 million,$174 million,and$204 million,respectively.Revenue from Target gift card sales is recognized upon gift ca

46、rd redemption,which is typically within one year of issuance.Gift Card Liability ActivityJanuary 28,2023Gift Cards IssuedDuring CurrentPeriod But NotRedeemed RevenueRecognized FromBeginning LiabilityApril 29,2023(millions)Gift card liability$1,240$268$(481)$1,027Included in Accrued and Other Current

47、 Liabilities.Net of estimated breakage.Other RevenueCredit card profit sharing We receive payments under a credit card program agreement with TD.Under the agreement,we receive apercentage of the profits generated by the Target Credit Card and Target MasterCard receivables in exchange for performing

48、accountservicing and primary marketing functions.TD underwrites,funds,and owns Target Credit Card and Target MasterCard receivables,controlsrisk management policies,and oversees regulatory compliance.(a)(b)(c)(d)(e)(a)(b)(c)(d)(e)(b)(a)(a)(b)TARGET CORPORATIONQ1 2023 Form 10-Q9FINANCIAL STATEMENTSTa

49、ble of ContentsNOTESIndex to NotesOther Includes advertising revenue,Shipt membership and service revenues,commissions earned on third-party sales throughT,rental income,and other miscellaneous revenues.3.Fair Value MeasurementsFair value measurements are reported in one of three levels reflecting t

50、he significant inputs used to determine fair value.Financial Instruments Measured On a RecurringBasisFairValue(millions)ClassificationMeasurementLevelApril 29,2023January 28,2023April 30,2022AssetsShort-term investmentsCash and Cash EquivalentsLevel 1$408$1,343$182Prepaid forward contractsOther Curr

51、ent AssetsLevel 1252737Interest rate swapsOther Current AssetsLevel 241Interest rate swapsOther Noncurrent AssetsLevel 277292LiabilitiesInterest rate swapsOther Noncurrent LiabilitiesLevel 2728127Significant Financial Instruments Not Measured at FairValue(millions)April 29,2023January 28,2023April 3

52、0,2022CarryingAmountFairValueCarryingAmountFairValueCarryingAmountFairValueLong-term debt,including current portion$14,144$13,672$14,141$13,688$11,549$11,466The carrying amounts of certain other current assets,commercial paper,accounts payable,and certain accrued and other currentliabilities approxi

53、mate fair value due to their short-term nature.The fair value of debt is generally measured using a discounted cash flow analysis based on current market interest rates for thesame or similar types of financial instruments and would be classified as Level 2.These amounts exclude commercial paper,fai

54、rvalue hedge adjustments,and lease liabilities.4.Supplier Finance ProgramsWe have arrangements with several financial institutions to act as our paying agents to certain vendors.The arrangements also permit thefinancial institutions to provide vendors with an option,at our vendors sole discretion,to

55、 sell their receivables from Target to the financialinstitutions.A vendors election to receive early payment at a discounted amount from the financial institutions does not change the amountthat we must remit to the financial institutions or our payment date,which is up to 120 days from the invoice

56、date.We do not pay any fees or pledge any security to these financial institutions under these arrangements.The arrangements can be terminatedby either party with notice ranging up to 120 days.Our outstanding vendor obligations eligible for early payment under these arrangements totaled$3.3billion,$

57、3.4billion,and$4.4billion as ofApril29,2023,January28,2023,and April30,2022,respectively,and are included within Accounts Payable on our Consolidated Statementsof Financial Position.Our outstanding vendor obligations do not represent actual receivables sold by our vendors to the financial institutio

58、ns,which may be lower.5.Commercial Paper and Long-Term DebtWe obtain short-term financing from time to time under our commercial paper program.For the three months ended April29,2023 andApril30,2022,the maximum amounts outstanding were$90million and$1.1billion,respectively,and the average daily amou

59、nts outstandingwere$2million and$291million,respectively,at a weighted average annual interest rate of 4.8 percent and 0.4 percent,respectively.As ofApril29,2023 and April30,2022,$90million and$945million,respectively,were outstanding and are classified within Current Portion ofLong-Term Debt and Ot

60、her Borrowings on our Consolidated Statements of Financial Position.(a)(b)(a)(b)TARGET CORPORATIONQ1 2023 Form 10-Q10FINANCIAL STATEMENTSTable of ContentsNOTESIndex to Notes6.Derivative Financial InstrumentsOur derivative instruments consist of interest rate swaps used to mitigate interest rate risk

61、.As a result,we have counterparty credit exposureto large global financial institutions,which we monitor on an ongoing basis.Note 3 to the Consolidated Financial Statements provides the fairvalue and classification of these instruments.We were party to interest rate swaps with notional amounts total

62、ing$2.45billion as of April29,2023 and January28,2023,and$1.50billionas of April30,2022.We pay a floating rate and receive a fixed rate under each of these agreements.All of the agreements are designated asfair value hedges,and all were considered to be perfectly effective under the shortcut method

63、during the three months ended April29,2023and April30,2022.During the first quarter of 2023,we amended certain of our interest rate swaps,with notional amounts totaling$1.25billion,to replace theLondon Interbank Offered Rate(LIBOR)with the daily Secured Overnight Financing Rate(SOFR)as part of our p

64、lanned reference ratereform activities.These amendments did not result in any change to our application of hedge accounting or any impact to our consolidatedfinancial statements.We were party to forward-starting interest rate swaps with notional amounts totaling$2.15billion as of April30,2022.During

65、 2022,weterminated all remaining forward-starting interest rate swap agreements.The resulting gains upon termination were recorded in AccumulatedOther Comprehensive Loss and will be recognized as a reduction to Net Interest Expense over the respective term of the debt.Effect of Hedges on Debt(millio

66、ns)April 29,2023January 28,2023April 30,2022Long-term debt and other borrowingsCarrying amount of hedged debt$2,376$2,366$1,468Cumulative hedging adjustments,included in carrying amount(65)(74)(27)Effect of Hedges on Net Interest ExpenseThree Months Ended(millions)April 29,2023April 30,2022Gain(loss

67、)on fair value hedges recognized in Net Interest ExpenseInterest rate swap designated as fair value hedges$9$(104)Hedged debt(9)104Gain on cash flow hedges recognized in Net Interest Expense6Total$6$TARGET CORPORATIONQ1 2023 Form 10-Q11FINANCIAL STATEMENTSTable of ContentsNOTESIndex to Notes7.Share

68、RepurchaseWe periodically repurchase shares of our common stock under a board-authorized repurchase program through a combination of openmarket transactions,accelerated share repurchase(ASR)arrangements,and other privately negotiated transactions with financialinstitutions.We did not repurchase any

69、of our shares during the three months ended April 29,2023.Share Repurchase ActivityThree Months Ended(millions,except per share data)April 29,2023April 30,2022Number of shares purchased0.1Average price paid per share$208.60Total investment$10Note:This table excludes activity related to the ASR arran

70、gement described below because final settlement had not occurred as of April30,2022.During the first quarter of 2022,we entered into an ASR arrangement to repurchase up to$2.75billion of our common stock.Under theagreement,we paid$2.75billion and received an initial delivery of 8.9million shares,whi

71、ch were retired,resulting in a$2.0billion reductionto Retained Earnings.As of April 30,2022,$751million was included in the Consolidated Statement of Financial Position as a reduction toAdditional Paid-in Capital.Final settlement occurred during the second quarter of 2022.In total,under the ASR arra

72、ngement,werepurchased 12.5million shares for a total cash investment of$2.6billion.8.Pension BenefitsWe provide pension plan benefits to eligible team members.Net Pension Benefits ExpenseThreeMonths Ended(millions)ClassificationApril 29,2023April 30,2022Service cost benefits earnedSG&A$20$23Interest

73、 cost on projected benefit obligationNet Other Income4129Expected return on assetsNet Other Income(67)(59)Amortization of lossesNet Other Income15Prior service costNet Other Income3Total$(3)$89.Accumulated Other Comprehensive Income(Loss)Change in Accumulated Other Comprehensive Income(Loss)CashFlow

74、HedgesCurrencyTranslationAdjustmentPensionTotal(millions)January 28,2023$300$(23)$(696)$(419)Other comprehensive income(loss)before reclassifications,net of taxAmounts reclassified from AOCI,net of tax(5)2(3)April 29,2023$295$(23)$(694)$(422)TARGET CORPORATIONQ1 2023 Form 10-Q12MANAGEMENTS DISCUSSIO

75、N AND ANALYSISTable of ContentsFINANCIAL SUMMARYIndex to NotesItem 2.Managements Discussion and Analysis of Financial Condition and Results of OperationsFinancial SummaryFirst quarter 2023 included the following notable items:GAAP and Adjusted diluted earnings per share were$2.05.Total revenue was$2

76、5.3 billion,an increase of 0.6 percent,reflecting total sales growth of 0.5 percent and a 10.2 percent increase inother revenue.Comparable sales were flat,reflecting a 0.9 percent increase in traffic and a(0.9)percent decrease in average transaction amount.Comparable stores originated sales grew 0.7

77、 percent.Comparable digitally originated sales declined(3.4)percent.Operating income of$1.3 billion was(1.4)percent lower than the comparable prior-year period.See Business Environment below foradditional information.Cash flow provided by operating activities was$1.3 billion for the three months end

78、ed April29,2023,compared with$(1.4)billion cash flowrequired for operating activities for the three months ended April30,2022.The drivers of the operating cash flow increase are described onpage 20.Earnings Per ShareThree Months EndedApril 29,2023April 30,2022ChangeGAAP diluted earnings per share$2.

79、05$2.16(4.8)%Adjustments0.03Adjusted diluted earnings per share$2.05$2.19(6.2)%Note:Adjusted diluted earnings per share(Adjusted EPS),a non-GAAP metric,excludes the impact of certain items.Management believesthat Adjusted EPS is useful in providing period-to-period comparisons of the results of our

80、operations.A reconciliation of non-GAAP financialmeasures to GAAP measures is provided on page18.We report after-tax return on invested capital(ROIC)because we believe ROIC provides a meaningful measure of our capital allocationeffectiveness over time.For the trailing twelve months ended April29,202

81、3,after-tax ROIC was 11.4 percent,compared with 25.3 percentfor the trailing twelve months ended April30,2022.The calculation of ROIC is provided on page 19.Business EnvironmentDuring the first quarter of 2023,sales growth in our Frequency categories(Beauty&Household Essentials and Food&Beverage)was

82、 offsetby decreases in our Discretionary categories(Apparel&Accessories,Hardlines,and Home Furnishings&Decor).Inventory as of April 29,2023 decreased compared with January 28,2023 and April 30,2022.This decrease was driven by actions we took during 2022 andstrategies we employed to align inventories

83、 with sales trends,as well as improvements in the supply chain that reduced in-transit inventory.These improvements have resulted in a reduction in costs related to managing elevated inventory levels and reduced our working capitalinvestment.In addition,we experienced a significant decrease in freig

84、ht costs due to a decline in freight rates compared to 2022.We continue to experience higher inventory shrink,as a percentage of sales,relative to historical levels including significantly highershrink rates at certain stores.We believe that this trend is pervasive across the retail industry.Increas

85、ed shrink has had,and if current trendspersist will continue to have,an adverse impact on our results of operations,including potential impairment of our long-lived assets.The Gross Margin Rate analysis on page 16 and the Inventory section on page 20 provide additional information.TARGET CORPORATION

86、Q1 2023 Form 10-Q13MANAGEMENTS DISCUSSION AND ANALYSISTable of ContentsANALYSIS OF RESULTS OF OPERATIONSAnalysis of Results of OperationsSummary of Operating IncomeThreeMonthsEnded(dollars in millions)April 29,2023April 30,2022ChangeSales$24,948$24,8300.5%Other revenue37434010.2Total revenue25,32225

87、,1700.6Cost of sales18,38618,461(0.4)Selling,general and administrative expenses5,0254,7625.5Depreciation and amortization(exclusive of depreciation included in cost of sales)583601(3.0)Operating income$1,328$1,346(1.4)%RateAnalysisThree Months EndedApril 29,2023April 30,2022Gross margin rate26.3%25

88、.7%SG&A expense rate19.818.9Depreciation and amortization expense rate(exclusive of depreciation included in cost of sales)2.32.4Operating income margin rate5.25.3Note:Gross margin rate is calculated as gross margin(sales less cost of sales)divided by sales.All other rates are calculated by dividing

89、 theapplicable amount by total revenue.SalesSales include all merchandise sales,net of expected returns,and our estimate of gift card breakage.We use comparable sales to evaluatethe performance of our stores and digital channel sales by measuring the change in sales for a period over the comparable

90、prior-year periodof equivalent length.Comparable sales include all sales,except sales from stores open less than 13 months,digital acquisitions we haveowned less than 13 months,stores that have been closed,and digital acquisitions that we no longer operate.Comparable sales measuresvary across the re

91、tail industry.As a result,our comparable sales calculation is not necessarily comparable to similarly titled measuresreported by other companies.Digitally originated sales include all sales initiated through mobile applications and our websites.Our storesfulfill the majority of digitally originated

92、sales,including shipment from stores to guests,store Order Pickup or Drive Up,and delivery viaShipt.Digitally originated sales may also be fulfilled through our distribution centers,our vendors,or other third parties.Sales growthfrom both comparable sales and new storesrepresents an important driver

93、 of our long-term profitability.We expect thatcomparable sales growth will drive the majority of our total sales growth.We believe that our ability to successfully differentiate our guestsshopping experience through a careful combination of merchandise assortment,price,convenience,guest experience,a

94、nd other factors will,over the long-term,drive both increasing shopping frequency(number of transactions,or traffic)and the amount spent each visit(averagetransaction amount).ComparableSalesThreeMonthsEndedApril 29,2023April 30,2022Comparable sales change0.0%3.3%Drivers of change in comparable sales

95、Number of transactions(traffic)0.93.9Average transaction amount(0.9)(0.6)TARGET CORPORATIONQ1 2023 Form 10-Q14MANAGEMENTS DISCUSSION AND ANALYSISTable of ContentsANALYSIS OF RESULTS OF OPERATIONSComparable Sales by ChannelThreeMonthsEndedApril 29,2023April 30,2022Stores originated comparable sales c

96、hange0.7%3.4%Digitally originated comparable sales change(3.4)3.2SalesbyChannelThreeMonthsEndedApril 29,2023April 30,2022Stores originated82.5%81.8%Digitally originated17.518.2Total100%100%Salesby Fulfillment ChannelThreeMonthsEndedApril 29,2023April 30,2022Stores97.2%96.5%Other2.83.5Total100%100%No

97、te:Sales fulfilled by stores include in-store purchases and digitally originated sales fulfilled by shipping merchandise from stores to guests,Order Pickup,Drive Up,and Shipt.Sales by Product CategoryThree Months EndedApril 29,2023April 30,2022Apparel&accessories16%17%Beauty&household essentials3129

98、Food&beverage2422Hardlines1415Home furnishings&dcor1517Total100%100%Note 2 to the Financial Statements provides additional product category sales information.The collective interaction of a broad array ofmacroeconomic,competitive,and consumer behavioral factors,as well as sales mix and the transfer

99、of sales to new stores,makes furtheranalysis of sales metrics infeasible.We monitor the percentage of purchases that are paid for using RedCards(RedCard Penetration)because our internal analysis hasindicated that a meaningful portion of the incremental purchases on RedCards are also incremental sale

100、s for Target.Guests receive a 5percent discount on virtually all purchases when they use a RedCard at Target.For the three months ended April29,2023 and April30,2022,total RedCard Penetration was 19.0 percent and 20.3 percent,respectively.TARGET CORPORATIONQ1 2023 Form 10-Q15MANAGEMENTS DISCUSSION A

101、ND ANALYSISTable of ContentsANALYSIS OF RESULTS OF OPERATIONSGross Margin RateFor the three months ended April29,2023,our gross margin rate was 26.3 percent compared with 25.7 percent in the comparable prior-yearperiod.The increase reflected the net impact ofmerchandising benefit,includinglower frei

102、ght costs;retail price increases;andlower clearance markdown rates compared with the prior-year,which included the impact of inventory impairments and otheractions;lower digital fulfillment costs due to a decrease in digital volume and a beneficial mix of sales fulfilled through lower-cost same-dayf

103、ulfillment options;andhigher inventory shrink.Business Environment on page 13 provides additional information.Selling,General,and Administrative Expense RateFor the three months ended April29,2023,our SG&A expense rate was 19.8 percent compared with 18.9 percent for the comparable prior-year period.

104、The increase reflected the net impact of cost increases across our business,including investments in team member pay andbenefits.Store DataChange in Number of StoresThree Months EndedApril 29,2023April 30,2022Beginning store count1,9481,926Opened67ClosedEnding store count1,9541,933Number of Stores a

105、ndNumber of StoresRetail Square Feet Retail Square FeetApril 29,2023January 28,2023April 30,2022April 29,2023January 28,2023April 30,2022170,000 or more sq.ft.27427427448,98548,98549,07150,000 to 169,999 sq.ft.1,5301,5271,519191,543191,241190,46149,999 or less sq.ft.1501471404,4654,3584,147Total1,95

106、41,9481,933244,993244,584243,679In thousands;reflects total square feet less office,supply chain facilities,and vacant space.(a)(a)TARGET CORPORATIONQ1 2023 Form 10-Q16MANAGEMENTS DISCUSSION AND ANALYSISTable of ContentsANALYSIS OF RESULTS OF OPERATIONSOther Performance FactorsNet Interest ExpenseNe

107、t interest expense was$147 million for the three months ended April29,2023 and$112 million for the three months ended April30,2022.The increase in net interest expense was primarily due to higher average debt levels in addition to higher floating interest rates for the threemonths ended April29,2023

108、 compared with the prior-year period.Provision for Income TaxesOur effective income tax rate for the three months ended April29,2023 was 21.1 percent,compared with 19.2 percent in the comparableprior-year period.The increase reflects higher discrete tax benefits in the prior-year,primarily related t

109、o share-based compensation.TARGET CORPORATIONQ1 2023 Form 10-Q17MANAGEMENTS DISCUSSION AND ANALYSISTable of ContentsRECONCILIATION OF NON-GAAP FINANCIAL MEASURESIndex to NotesReconciliation of Non-GAAP Financial Measures to GAAP MeasuresTo provide additional transparency,we have disclosed non-GAAP a

110、djusted diluted earnings per share(Adjusted EPS).This metric excludescertain items presented below.We believe this information is useful in providing period-to-period comparisons of the results of ouroperations.This measure is not in accordance with,or an alternative to,U.S.GAAP.The most comparable

111、GAAP measure is dilutedearnings per share.Adjusted EPS should not be considered in isolation or as a substitution for analysis of our results as reported inaccordance with GAAP.Other companies may calculate Adjusted EPS differently,limiting the usefulness of the measure for comparisons withother com

112、panies.Reconciliation of Non-GAAP Adjusted EPSThree Months EndedApril 29,2023April 30,2022(millions,except per share data)PretaxNet ofTaxPer SharePretaxNet ofTaxPer ShareGAAP diluted earnings per share$2.05$2.16AdjustmentsOther$20$15$0.03Adjusted diluted earnings per share$2.05$2.19Other items unrel

113、ated to current period operations,none of which were individually significant.Earnings before interest expense and income taxes(EBIT)and earnings before interest expense,income taxes,depreciation,andamortization(EBITDA)are non-GAAP financial measures.We believe these measures provide meaningful info

114、rmation about our operationalefficiency compared with our competitors by excluding the impact of differences in tax jurisdictions and structures,debt levels,and,forEBITDA,capital investment.These measures are not in accordance with,or an alternative to,GAAP.The most comparable GAAP measureis net ear

115、nings.EBIT and EBITDA should not be considered in isolation or as a substitution for analysis of our results as reported inaccordance with GAAP.Other companies may calculate EBIT and EBITDA differently,limiting the usefulness of the measures forcomparisons with other companies.EBIT and EBITDAThreeMo

116、nthsEnded(dollars in millions)April 29,2023April 30,2022ChangeNet earnings$950$1,009(5.8)%+Provision for income taxes2542406.0+Net interest expense14711231.2EBIT$1,351$1,361(0.7)%+Total depreciation and amortization 667679(1.8)EBITDA$2,018$2,040(1.1)%Represents total depreciation and amortization,in

117、cluding amounts classified within Depreciation and Amortization and within Cost ofSales.(a)(a)(a)(a)TARGET CORPORATIONQ1 2023 Form 10-Q18MANAGEMENTS DISCUSSION AND ANALYSISTable of ContentsRECONCILIATION OF NON-GAAP FINANCIAL MEASURESIndex to NotesWe have also disclosed after-tax ROIC,which is a rat

118、io based on GAAP information,with the exception of the add-back of operating leaseinterest to operating income.We believe this metric is useful in assessing the effectiveness of our capital allocation over time.Othercompanies may calculate ROIC differently,limiting the usefulness of the measure for

119、comparisons with other companies.After-Tax Return on Invested Capital(dollars in millions)Trailing Twelve MonthsNumeratorApril 29,2023April 30,2022Operating income$3,830$7,918+Net other income5755EBIT3,8877,973+Operating lease interest 9687-Income taxes 7701,804Net operating profit after taxes$3,213

120、$6,256DenominatorApril 29,2023April 30,2022May 1,2021Current portion of long-term debt and other borrowings$200$1,089$1,173+Noncurrent portion of long-term debt16,01013,37911,509+Shareholders investment11,60510,77414,959+Operating lease liabilities 2,9212,8542,563-Cash and cash equivalents1,3211,112

121、7,816Invested capital$29,415$26,984$22,388Average invested capital$28,199$24,686After-tax return on invested capital11.4%25.3%Represents the add-back to operating income driven by the hypothetical interest expense we would incur if the property under ouroperating leases were owned or accounted for a

122、s finance leases.Calculated using the discount rate for each lease and recorded asa component of rent expense within SG&A.Operating lease interest is added back to operating income in the ROIC calculation tocontrol for differences in capital structure between us and our competitors.Calculated using

123、the effective tax rates,which were 19.3 percent and 22.4 percent for the trailing twelve months ended April29,2023and April30,2022,respectively.For the trailing twelve months ended April29,2023 and April30,2022,includes tax effect of$0.8billion and$1.8 billion,respectively,related to EBIT and$18mill

124、ion and$19 million,respectively,related to operating leaseinterest.Total short-term and long-term operating lease liabilities included within Accrued and Other Current Liabilities and NoncurrentOperating Lease Liabilities,respectively.Average based on the invested capital at the end of the current p

125、eriod and the invested capital at the end of the comparable priorperiod.(a)(b)(c)(d)(a)(b)(c)(d)TARGET CORPORATIONQ1 2023 Form 10-Q19MANAGEMENTS DISCUSSION AND ANALYSISTable of ContentsANALYSIS OF FINANCIAL CONDITIONIndex to NotesAnalysis of Financial ConditionLiquidity and Capital ResourcesCapital

126、AllocationWe follow a disciplined and balanced approach to capital allocation based on the following priorities,ranked in order of importance:first,wefully invest in opportunities to profitably grow our business,create sustainable long-term value,and maintain our current operations andassets;second,

127、we maintain a competitive quarterly dividend and seek to grow it annually;and finally,we return any excess cash toshareholders by repurchasing shares within the limits of our credit rating goals.Our cash and cash equivalents balance was$1.3 billion,$2.2 billion,and$1.1 billion as of April29,2023,Jan

128、uary28,2023,and April30,2022,respectively.Our cash and cash equivalents balance included short-term investments of$408 million,$1.3 billion,and$182 million asof April29,2023,January28,2023,and April30,2022,respectively.Our investment policy is designed to preserve principal and liquidity ofour short

129、-term investments.This policy allows investments in large money market funds or in highly rated direct short-term instruments thatmature in 60 days or less.We also place dollar limits on our investments in individual funds or instruments.Operating Cash FlowsCash flows provided by operating activitie

130、s were$1.3 billion for the three months ended April29,2023,compared with$(1.4)billion of cashflows required for operating activities for the three months ended April30,2022.For the three months ended April29,2023,operating cashflows increased as a result of an improvement in working capital,includin

131、g lower inventory levels,compared with the three months endedApril30,2022.InventoryInventory was$12.6 billion as of April29,2023,compared with$13.5 billion and$15.1 billion at January28,2023 and April30,2022,respectively.The decrease over the balance as of April30,2022 primarily reflects actions tak

132、en to align inventory levels with sales trends,aswell as improvements in the supply chain that reduced in-transit inventory.The Business Environment section on page 13 provides additional information.Investing Cash FlowsInvesting cash flows included capital investments of$1.6 billion and$1.0 billion

133、 for the three months ended April29,2023 and April30,2022,respectively.The increase primarily reflects real estate acquisitions for new store and supply chain sites and timing of remodel activity.DividendsWe paid dividends totaling$497 million($1.08 per share)for the three months ended April29,2023,

134、and$424 million($0.90 per share)forthe three months ended April30,2022,a per share increase of 20.0 percent.We declared dividends totaling$507 million($1.08 per share)during the first quarter of 2023 and$426 million($0.90 per share)during the first quarter of 2022,a per share increase of 20.0 percen

135、t.Wehave paid dividends every quarter since our 1967 initial public offering,and it is our intent to continue to do so in the future.Share RepurchaseWe did not repurchase any shares during the three months ended April29,2023.See Part II,Item 2,Unregistered Sales of Equity Securitiesand Use of Procee

136、ds of this Quarterly Report on Form 10-Q and Note 7 to the Financial Statements for more information.TARGET CORPORATIONQ1 2023 Form 10-Q20MANAGEMENTS DISCUSSION AND ANALYSISTable of ContentsANALYSIS OF FINANCIAL CONDITIONIndex to NotesFinancingOur financing strategy is to ensure liquidity and access

137、 to capital markets,to maintain a balanced spectrum of debt maturities,and tomanage our net exposure to floating interest rate volatility.Within these parameters,we seek to minimize our borrowing costs.Our ability toaccess the long-term debt and commercial paper markets has provided us with ample so

138、urces of liquidity.Our continued access to thesemarkets depends on multiple factors,including the condition of debt capital markets,our operating performance,and maintaining strongcredit ratings.As of April29,2023,our credit ratings were as follows:CreditRatingsMoodysStandardandPoorsFitchLong-term d

139、ebtA2AACommercial paperP-1A-1F1If our credit ratings were lowered,our ability to access the debt markets,our cost of funds,and other terms for new debt issuances could beadversely impacted.Each of the credit rating agencies reviews its rating periodically,and there is no guarantee our current credit

140、 ratings willremain the same as described above.We have the ability to obtain short-term financing from time to time under our commercial paper program and credit facilities.Our committed$1.0 billion 364-day and$3.0 billion unsecured revolving credit facilities that will expire in October 2023 and O

141、ctober 2027,respectively,backstop our commercial paper program.No balances were outstanding under either credit facility at any time during 2023 or 2022.We had$90 million and$945 million outstanding under our commercial paper program as of April29,2023 and April30,2022,respectively.Note 5 tothe Fina

142、ncial Statements provides additional information.Most of our long-term debt obligations contain covenants related to secured debt levels.In addition to a secured debt level covenant,ourcredit facilities also contain a debt leverage covenant.We are,and expect to remain,in compliance with these covena

143、nts.Additionally,as ofApril29,2023,no notes or debentures contained provisions requiring acceleration of payment upon a credit rating downgrade,except thatcertain 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)achange i

144、n control and(ii)our long-term credit ratings are either reduced and the resulting rating is non-investment grade,or our long-termcredit ratings are placed on watch for possible reduction and those ratings are subsequently reduced and the resulting rating is non-investment grade.We believe our sourc

145、es of liquidity,namely operating cash flows,credit facility capacity,and access to capital markets,will continue to beadequate to meet our contractual obligations,working capital and planned capital expenditures,finance anticipated expansion and strategicinitiatives,fund debt maturities,pay dividend

146、s,and execute purchases under our share repurchase program for the foreseeable future.New Accounting PronouncementsWe do not expect any recently issued accounting pronouncements to have a material effect on our financial statements.TARGET CORPORATIONQ1 2023 Form 10-Q21MANAGEMENTS DISCUSSION AND ANAL

147、YSIS&SUPPLEMENTAL INFORMATIONTable of ContentsFORWARD LOOKING STATEMENTS&CONTROLS AND PROCEDURESIndex to NotesForward-Looking StatementsThis report contains forward-looking statements,which are based on our current assumptions and expectations.These statements aretypically accompanied by the words“e

148、xpect,”“may,”“could,”“believe,”“would,”“might,”“anticipates,”or similar words.The principal forward-looking statements in this report include:our financial performance,statements regarding the adequacy of and costs associated with oursources of liquidity,the funding of debt maturities,the execution

149、of our share repurchase program,our expected capital expenditures andnew lease commitments,the expected compliance with debt covenants,the expected impact of new accounting pronouncements,ourintentions regarding future dividends,the expected return on plan assets,the expected outcome of,and adequacy

150、 of our reserves for,claims,litigation,and the resolution of tax matters,and changes in our assumptions and expectations.All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements contained in thePrivate Securities Litigation Reform Act

151、 of 1995,as amended.Although we believe there is a reasonable basis for the forward-lookingstatements,our actual results could be materially different.The most important factors which could cause our actual results to differ from ourforward-looking statements are set forth in our description of risk

152、 factors included in Part I,Item 1A,Risk Factors of our Form10-K for thefiscal year ended January28,2023,which should be read in conjunction with the forward-looking statements in this report.Forward-lookingstatements speak only as of the date they are made,and we do not undertake any obligation to

153、update any forward-looking statement.Item 3.Quantitative and Qualitative Disclosures About Market RiskThere have been no material changes in our primary risk exposures or management of market risks from those disclosed in Part II,Item 7A,Quantitative and Qualitative Disclosures About Market Risk of

154、our Form10-K for the fiscal year ended January28,2023.Item 4.Controls and ProceduresChanges in Internal Control Over Financial ReportingDuring the most recently completed fiscal quarter,there were no changes which materially affected,or are reasonably likely to materiallyaffect,our internal control

155、over financial reporting.Evaluation of Disclosure Controls and ProceduresAs of the end of the period covered by this quarterly report,we conducted an evaluation,under supervision and with the participation ofmanagement,including the chief executive officer and chief financial officer,of the effectiv

156、eness of the design and operation of our disclosurecontrols and procedures pursuant to Rules13a-15 and 15d-15 of the Securities Exchange Act of 1934,as amended(Exchange Act).Basedupon that evaluation,our chief executive officer and chief financial officer concluded that our disclosure controls and p

157、rocedures are effectiveat a reasonable assurance level.Disclosure controls and procedures are defined by Rules13a-15(e)and 15d-15(e)of the Exchange Act ascontrols and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the SEC underthe E

158、xchange Act is recorded,processed,summarized,and reported within the time periods specified in the SECs rules and forms.Disclosure controls and procedures include,without limitation,controls and procedures designed to ensure that information required to bedisclosed by us in reports filed under the E

159、xchange Act is accumulated and communicated to our management,including our principalexecutive and principal financial officers,or persons performing similar functions,as appropriate,to allow timely decisions regarding requireddisclosure.TARGET CORPORATIONQ1 2023 Form 10-Q22SUPPLEMENTAL INFORMATIONT

160、able of ContentsIndex to NotesPARTII.OTHER INFORMATIONItem 1.Legal ProceedingsOn March 29,2023,Target Corporation and certain of its officers were named as defendants in a purported federal securities law class actionfiled in the United States District Court for the District of Minnesota.The complai

161、nt alleges violations of Sections 10(b)and 20(a)of theSecurities Exchange Act of 1934,as amended,and Rule 10b-5 relating to certain prior disclosures of Target about its business model,strategy,and inventory.The plaintiff seeks to represent a class of shareholders who purchased or otherwise acquired

162、 Target common stockbetween August 18,2021 and May 17,2022.The plaintiff seeks damages and other relief,including attorneys fees,based on allegations thatthe defendants misled investors about Targets business model,strategy,and inventory and that such conduct affected the value of Targetcommon stock

163、.Target intends to vigorously defend this lawsuit.Item 1A.Risk FactorsThere have been no material changes to the risk factors described in Part I,Item 1A,Risk Factors of our Form 10-K for the fiscal year endedJanuary28,2023.Item 2.Unregistered Sales of Equity Securities and Use of ProceedsOn August

164、11,2021,our Board of Directors authorized a$15 billion share repurchase program with no stated expiration.Under the program,we have repurchased 23.8million shares of common stock at an average price of$223.52,for a total investment of$5.3billion.As ofApril29,2023,the dollar value of shares that may

165、yet be purchased under the program is$9.7 billion.There were no Target common stockpurchases made during the three months ended April29,2023 by Target or any affiliated purchaser of Target,as defined in Rule 10b-18(a)(3)under the Exchange Act.Item 3.Defaults Upon Senior SecuritiesNot applicable.Item

166、 4.Mine Safety DisclosuresNot applicable.Item 5.Other InformationNot applicable.TARGET CORPORATIONQ1 2023 Form 10-Q23SUPPLEMENTAL INFORMATIONTable of ContentsIndex to NotesItem 6.Exhibits3.1Amended and Restated Articles of Incorporation of Target Corporation(as amended through June 9,2010)(filed asE

167、xhibit(3)A to Targets Current Report on Form 8-K on June 10,2010 and incorporated herein by reference).3.2Bylaws of Target Corporation(as amended and restated through January 11,2023)(filed as Exhibit 3.2 to TargetsCurrent Report on Form 8-K on January 12,2023 and incorporated herein by reference).1

168、0.21.4*+Letter Agreement dated March 8,2023 among Target Corporation,Target Enterprise,Inc.and TD Bank USA,N.A.31.1*Certification of the Chief Executive Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 200231.2*Certification of the Chief Financial Officer Pursuant to Section302 of the Sar

169、banes-Oxley Act of 200232.1*Certification of the Chief Executive Officer Pursuant to 18 U.S.C.Section1350,As Adopted Pursuant to Section906 ofthe Sarbanes-Oxley Act of 200232.2*Certification of the Chief Financial Officer Pursuant to 18 U.S.C.Section1350,As Adopted Pursuant to Section906 ofthe Sarba

170、nes-Oxley Act of 2002101.INS*Inline XBRL Instance Document101.SCH*Inline XBRL Taxonomy Extension Schema Document101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document101.LAB*Inline XBRL Taxonomy Extension Label Linkbase

171、 Document101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document104*Cover Page Interactive Data File(formatted as Inline XBRL and contained in Exhibit 101)*Filed herewith.*Furnished herewith.+Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv)of Regulati

172、on S-K.The Company agrees to furnishsupplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.TARGET CORPORATIONQ1 2023 Form 10-Q24SUPPLEMENTAL INFORMATIONTable of ContentsIndex to NotesSIGNATURESPursuant to the requirements of the Securities Exchang

173、e Act of 1934,the registrant has duly caused this report to be signed on its behalf bythe undersigned thereunto duly authorized.TARGET CORPORATIONDated:May 26,2023By:/s/Michael J.FiddelkeMichael J.FiddelkeExecutive Vice President andChief Financial Officer(Duly Authorized Officer andPrincipal Financ

174、ial Officer)/s/Matthew A.LiegelMatthew A.LiegelSenior Vice President,Chief Accounting Officerand ControllerTARGET CORPORATIONQ1 2023 Form 10-Q25EXHIBIT 10.21.4CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL ANDWOULD LIKELY CAUSE COMPETITIVE HARM TO T

175、HE REGISTRANT IF PUBLICLY DISCLOSED.*INDICATES THATINFORMATION HAS BEEN REDACTED.EXECUTION VERSIONMarch 8,2023Target CorporationFinancial and Retail Services7000 Target Parkway NorthBrooklyn Park,MN 55445-4301Attn:PresidentWith copy to:Director Counsel,PaymentsRe:One-Time Carryover of Program Enhanc

176、ement AmountThis letter agreement(the Letter)sets forth an agreement of the parties with respect to the First Amendment to theCredit Card Program Agreement dated February 24,2015(the First Amendment),by and between Target Corporation,Target Enterprise,Inc.,(collectively,Target)and TD Bank USA,N.A.(T

177、D).Target and TD may be collectively referred toherein as the parties or individually as a party.Capitalized terms not defined in this Letter have the meanings given tothem in the Agreement.Pursuant to Article 2.2.of the First Amendment,if and to the extent less than the entire Annual Program Enhanc

178、ementAmount has been spent in a Reference Year,any funds remaining for such Reference Year shall be retained by Bank andshall not be carried over into another Reference Year.Notwithstanding the foregoing provision of Article 2.2,the parties hereby agree that the remaining portion of the 2022Annual P

179、rogram Enhancement Amount shall be carried forward to be spent in the 2023 Reference Year.The parties agreethat the remaining amount is$*(the“Carryover Amount”).For the avoidance of doubt,the Carryover Amount will beavailable until March 13,2024,and any portion remaining unspent at that time will be

180、 retained by Bank.Notwithstandinganything to the contrary set forth in the Agreement,no other Annual Program Enhancement Amount,including for the 2023Reference Year,shall be affected by this Letter.All provisions of the Agreement which are not modified by this Letter shall remain in full force and e

181、ffect as set forth inthe Agreement.The Agreement,as amended by this Letter and prior amendments,constitutes the entire understanding ofthe parties with That certain Credit Card Program Agreement dated October 22,2012,and cumulatively and as otherwise amended from time to time,shallherein be defined

182、as the Agreement.11Page 1 of 3EXECUTION VERSIONrespect to the subject matter hereof.If an inconsistency exists between the terms of the Agreement and the terms of this Letter,the terms of the Letter shall prevail with respect to such inconsistency.This Letter may be executed in counterparts,each of

183、which shall constitute an original,but all of which,when takentogether,shall constitute but one agreement.Please review this Letter and indicate your acceptance of these terms andprovisions by having your duly authorized representative sign below.Sincerely,TD Bank USA N A/s/David SwiftBy:David Swift

184、Title:VP Head of Partnership ProgramsPage 2 of 3EXECUTION VERSIONACKNOWLEDGED AND AGREED:Target Corporation/s/Efrain P.IrizarryBy:Efrain P.IrizarryTitle:Vice President Financial Products&ServicesTarget Enterprise,Inc./s/Gemma KubatBy:Gemma KubatTitle:SVP&President,Financial&Retail ServicesPage 3 of

185、3Exhibit 31.1CERTIFICATION OF THE CHIEF EXECUTIVE OFFICERPURSUANT TO SECTION302 OF THE SARBANES-OXLEY ACT OF 2002CertificationsI,Brian C.Cornell,certify that:1.I have reviewed this Quarterly Report on Form10-Q of Target Corporation;2.Based on my knowledge,this report does not contain any untrue stat

186、ement of a material fact or omit to state a material factnecessary to make the statements made,in light of the circumstances under which such statements were made,not misleading withrespect to the period covered by this report;3.Based on my knowledge,the financial statements,and other financial info

187、rmation included in this report,fairly present in all materialrespects the financial condition,results of operations and cash flows of the registrant as of,and for,the periods presented in thisreport;4.The registrants other certifying officer and I are responsible for establishing and maintaining di

188、sclosure controls and procedures(asdefined in Exchange Act Rules13a-15(e)and 15d-15(e)and internal control over financial reporting(as defined in Exchange ActRules13a-15(f)and 15d-15(f)for the registrant and have:a.designed such disclosure controls and procedures,or caused such disclosure controls a

189、nd procedures to be designed underour supervision,to ensure that material information relating to the registrant,including its consolidated subsidiaries,is madeknown to us by others within those entities,particularly during the period in which this report is being prepared;b.designed such internal c

190、ontrol over financial reporting,or caused such internal control over financial reporting to be designedunder our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally

191、accepted accounting principles;c.evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by thisreport based on such evaluation;

192、andd.disclosed in this report any change in the registrants internal control over financial reporting that occurred during theregistrants most recent fiscal quarter(the registrants fourth fiscal quarter in the case of an annual report)that has materiallyaffected,or is reasonably likely to materially

193、 affect,the registrants internal control over financial reporting;and5.The registrants other certifying officer and I have disclosed,based on our most recent evaluation of internal control over financialreporting,to the registrants auditors and the audit committee of the registrants board of directo

194、rs(or persons performing theequivalent functions):a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrants ability to record,process,summarize and report financialinfo

195、rmation;andb.any fraud,whether or not material,that involves management or other employees who have a significant role in theregistrants internal control over financial reporting.Dated:May 26,2023/s/Brian C.CornellBrian C.CornellChair of the Board and Chief Executive OfficerExhibit 31.2CERTIFICATION

196、 OF THE CHIEF FINANCIAL OFFICERPURSUANT TO SECTION302 OF THE SARBANES-OXLEY ACT OF 2002CertificationsI,Michael J.Fiddelke,certify that:1.I have reviewed this Quarterly Report on Form10-Q of Target Corporation;2.Based on my knowledge,this report does not contain any untrue statement of a material fac

197、t or omit to state a material factnecessary to make the statements made,in light of the circumstances under which such statements were made,not misleading withrespect to the period covered by this report;3.Based on my knowledge,the financial statements,and other financial information included in thi

198、s report,fairly present in all materialrespects the financial condition,results of operations and cash flows of the registrant as of,and for,the periods presented in thisreport;4.The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and p

199、rocedures(asdefined in Exchange Act Rules13a-15(e)and 15d-15(e)and internal control over financial reporting(as defined in Exchange ActRules13a-15(f)and 15d-15(f)for the registrant and have:a.designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be des

200、igned underour supervision,to ensure that material information relating to the registrant,including its consolidated subsidiaries,is madeknown to us by others within those entities,particularly during the period in which this report is being prepared;b.designed such internal control over financial r

201、eporting,or caused such internal control over financial reporting to be designedunder our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting pri

202、nciples;c.evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by thisreport based on such evaluation;andd.disclosed in this

203、report any change in the registrants internal control over financial reporting that occurred during theregistrants most recent fiscal quarter(the registrants fourth fiscal quarter in the case of an annual report)that has materiallyaffected,or is reasonably likely to materially affect,the registrants

204、 internal control over financial reporting;and5.The registrants other certifying officer and I have disclosed,based on our most recent evaluation of internal control over financialreporting,to the registrants auditors and the audit committee of the registrants board of directors(or persons performin

205、g theequivalent functions):a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrants ability to record,process,summarize and report financialinformation;andb.any fraud,

206、whether or not material,that involves management or other employees who have a significant role in theregistrants internal control over financial reporting.Dated:May 26,2023/s/Michael J.FiddelkeMichael J.FiddelkeExecutive Vice President and Chief Financial OfficerExhibit32.1CERTIFICATION OF THE CHIE

207、F EXECUTIVE OFFICERPURSUANT TO 18 U.S.C.SECTION1350,AS ADOPTEDPURSUANT TO SECTION906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Quarterly Report on Form10-Q of Target Corporation,a Minnesota corporation(“the Company”),for the quarter endedApril29,2023,as filed with the Securities and Ex

208、change Commission on the date hereof(“the Report”),the undersigned officer of theCompany certifies pursuant to 18 U.S.C.Section1350,as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002,that,to theofficers knowledge:1.the Report fully complies with the requirements of Section13(a)or 15

209、(d)of the Securities Exchange Act of 1934;and2.the information contained in the Report fairly presents,in all material respects,the financial condition and results of operations of theCompany.Dated:May 26,2023/s/Brian C.CornellBrian C.CornellChair of the Board and Chief Executive OfficerExhibit 32.2

210、CERTIFICATION OF THE CHIEF FINANCIAL OFFICERPURSUANT TO 18 U.S.C.SECTION1350,AS ADOPTEDPURSUANT TO SECTION906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Quarterly Report on Form10-Q of Target Corporation,a Minnesota corporation(“the Company”),for the quarter endedApril29,2023,as filed w

211、ith the Securities and Exchange Commission on the date hereof(“the Report”),the undersigned officer of theCompany certifies pursuant to 18 U.S.C.Section1350,as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002,that,to theofficers knowledge:1.the Report fully complies with the requirem

212、ents of Section13(a)or 15(d)of the Securities Exchange Act of 1934;and2.the information contained in the Report fairly presents,in all material respects,the financial condition and results of operations of theCompany.Dated:May 26,2023/s/Michael J.FiddelkeMichael J.FiddelkeExecutive Vice President and Chief Financial Officer