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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 July 29,2023ORTRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 193
2、4For 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)41-0215170
3、(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 St
4、ock 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 to
5、 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 t
6、hat 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 file
7、r,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 the
8、 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 v
9、alue$0.0833,outstanding at August18,2023,were 461,605,464.Table of ContentsIndex to NotesTARGET CORPORATIONTABLE OF CONTENTSPARTIFINANCIAL INFORMATIONItem 1.Financial Statements(unaudited)Consolidated Statements of Operations1Consolidated Statements of Comprehensive Income2Consolidated Statements of
10、 Financial Position3Consolidated Statements of Cash Flows4Consolidated Statements of Shareholders Investment5Notes to Consolidated Financial Statements8Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations14Item 3.Quantitative and Qualitative Disclosures About M
11、arket Risk23Item 4.Controls and Procedures23PARTIIOTHER INFORMATIONItem 1.Legal Proceedings24Item 1A.Risk Factors24Item 2.Unregistered Sales of Equity Securities and Use of Proceeds24Item 3.Defaults Upon Senior Securities24Item 4.Mine Safety Disclosures24Item 5.Other Information24Item 6.Exhibits25Si
12、gnatures26FINANCIAL STATEMENTSTable of ContentsIndex to NotesPARTI.FINANCIAL INFORMATIONItem 1.Financial StatementsConsolidated Statements of OperationsThreeMonthsEndedSix Months Ended(millions,exceptpersharedata)(unaudited)July 29,2023July 30,2022July 29,2023July 30,2022Sales$24,384$25,653$49,332$5
13、0,483Other revenue389384763724Total revenue24,77326,03750,09551,207Cost of sales17,79820,14236,18438,603Selling,general and administrative expenses5,1845,00210,2099,764Depreciation and amortization(exclusive of depreciation included incost of sales)5945721,1771,173Operating income1,1973212,5251,667N
14、et interest expense4Net other income(16)(8)(39)(23)Earnings before income taxes1,0722172,2761,466Provision for income taxes23734491274Net earnings$835$183$1,785$1,192Basic earnings per share$1.81$0.40$3.87$2.57Diluted earnings per share$1.80$0.39$3.86$2.55Weighted average common shares ou
15、tstandingBasic461.6461.5461.3463.8Diluted462.5463.6462.7466.8Antidilutive shares2.91.32.41.0See accompanying Notes to Consolidated Financial Statements.TARGET CORPORATIONQ2 2023 Form 10-Q1FINANCIAL STATEMENTSTable of ContentsIndex to NotesConsolidated Statements of Comprehensive IncomeThreeMonthsEnd
16、edSix Months Ended(millions)(unaudited)July 29,2023July 30,2022July 29,2023July 30,2022Net earnings$835$183$1,785$1,192Other comprehensive income,net of taxPension benefit liabilities111322Cash flow hedges and currency translation adjustment(4)(28)(9)162Other comprehensive income(loss)(3)(17)(6)184C
17、omprehensive income$832$166$1,779$1,376See accompanying Notes to Consolidated Financial Statements.TARGET CORPORATIONQ2 2023 Form 10-Q2FINANCIAL STATEMENTSTable of ContentsIndex to NotesConsolidated Statements of Financial Position(millions,except footnotes)(unaudited)July 29,2023January 28,2023July
18、 30,2022AssetsCash and cash equivalents$1,617$2,229$1,117Inventory12,68413,49915,320Other current assets1,7972,1182,016Total current assets16,09817,84618,453Property and equipmentLand6,5046,2316,161Buildings and improvements35,88934,74633,694Fixtures and equipment7,9367,4396,744Computer hardware and
19、 software3,1783,0392,684Construction-in-progress2,6412,6882,245Accumulated depreciation(23,201)(22,631)(21,708)Property and equipment,net32,94731,51229,820Operating lease assets2,8402,6572,542Other noncurrent assets1,3211,3201,655Total assets$53,206$53,335$52,470Liabilities and shareholders investme
20、ntAccounts payable$12,278$13,487$14,891Accrued and other current liabilities5,9485,8835,905Current portion of long-term debt and other borrowings1,1061301,649Total current liabilities19,33219,50022,445Long-term debt and other borrowings14,92616,00913,453Noncurrent operating lease liabilities2,7982,6
21、382,543Deferred income taxes2,3342,1961,862Other noncurrent liabilities1,8261,7601,575Total noncurrent liabilities21,88422,60319,433Shareholders investmentCommon stock383838Additional paid-in capital6,6106,6086,502Retained earnings5,7675,0054,421Accumulated other comprehensive loss(425)(419)(369)Tot
22、al shareholders investment11,99011,23210,592Total liabilities and shareholders investment$53,206$53,335$52,470Common Stock Authorized 6,000,000,000 shares,$0.0833 par value;461,600,640,460,346,947,and 460,236,393 shares issued andoutstanding as of July29,2023,January28,2023,and July30,2022,respectiv
23、ely.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 CORPORATIONQ2 2023 Form 10-Q3FINANCIAL STATEMENTSTable of ContentsIndex to NotesConsolidated Statements
24、of Cash FlowsSix Months Ended(millions)(unaudited)July 29,2023July 30,2022Operating activitiesNet earnings$1,785$1,192Adjustments to reconcile net earnings to cash provided by operating activities:Depreciation and amortization1,3501,329Share-based compensation expense107122Deferred income taxes14122
25、7Noncash losses/(gains)and other,net11108Changes in operating accounts:Inventory815(1,418)Other assets62(179)Accounts payable(1,137)(784)Accrued and other liabilities264(644)Cash provided by(required for)operating activities3,398(47)Investing activitiesExpenditures for property and equipment(2,825)(
26、2,523)Proceeds from disposal of property and equipment64Other investments(2)1Cash required for investing activities(2,821)(2,518)Financing activitiesChange in commercial paper,net1,545Reductions of long-term debt(72)(113)Dividends paid(996)(842)Repurchase of stock(2,646)Shares withheld for taxes on
27、share-based compensation(121)(175)Stock option exercises2Cash required for financing activities(1,189)(2,229)Net decrease in cash and cash equivalents(612)(4,794)Cash and cash equivalents at beginning of period2,2295,911Cash and cash equivalents at end of period$1,617$1,117Supplemental informationLe
28、ased assets obtained in exchange for new finance lease liabilities$20$107Leased assets obtained in exchange for new operating lease liabilities33797See accompanying Notes to Consolidated Financial Statements.TARGET CORPORATIONQ2 2023 Form 10-Q4FINANCIAL STATEMENTSTable of ContentsIndex to NotesConso
29、lidated Statements of Shareholders InvestmentCommonStockAdditionalAccumulated OtherStockParPaid-inRetainedComprehensive(millions)(unaudited)SharesValueCapitalEarnings(Loss)/IncomeTotalJanuary 29,2022471.3$39$6,421$6,920$(553)$12,827Net earnings1,0091,009Other comprehensive income201201Dividends decl
30、ared(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 comprehensive loss(17)(17)Dividends declared(502)(502)Repurchase of s
31、tock(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$6,558$4,631$(208)$11,019Net earnings876876Other comprehensive loss(2
32、11)(211)Dividends declared(502)(502)Stock options and awards5050January 28,2023460.3$38$6,608$5,005$(419)$11,232TARGET CORPORATIONQ2 2023 Form 10-Q5FINANCIAL STATEMENTSTable of ContentsIndex to NotesConsolidated Statements of Shareholders InvestmentCommonStockAdditionalAccumulated OtherStockParPaid-
33、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 awards1.3(67)(67)April 29,2023461.6$38$6,541$5,448$(422)$11,605Net ear
34、nings835835Other comprehensive loss(3)(3)Dividends declared(516)(516)Stock options and awards6969July 29,2023461.6$38$6,610$5,767$(425)$11,990We declared$1.10 and$1.08 dividends per share for the three months ended July29,2023 and July30,2022,respectively,and$4.14 pershare for the fiscal year ended
35、January28,2023.See accompanying Notes to Consolidated Financial Statements.TARGET CORPORATIONQ2 2023 Form 10-Q6FINANCIAL STATEMENTSTable of ContentsINDEXIndex to NotesINDEX TO NOTESNotes to Consolidated Financial Statements8Note 1Accounting Policies8Note 2Revenue9Note 3Fair Value Measurements10Note
36、4Supplier Finance Programs10Note 5Property and Equipment11Note 6Commercial Paper and Long-Term Debt11Note 7Derivative Financial Instruments11Note 8Share Repurchase12Note 9Pension Benefits12Note 10Accumulated Other Comprehensive Income(Loss)13TARGET CORPORATIONQ2 2023 Form 10-Q7FINANCIAL STATEMENTSTa
37、ble of ContentsNOTESIndex to NotesNotes to Consolidated Financial Statements(unaudited)1.Accounting PoliciesThese unaudited condensed consolidated financial statements are prepared in accordance with the rules and regulations of the Securitiesand Exchange Commission applicable to interim financial s
38、tatements.While these statements reflect all normal recurring adjustments thatare,in the opinion of management,necessary for 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 principl
39、es(U.S.GAAP)for complete financial statements.These condensed consolidated financial statements should be read in conjunction 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
40、 single segment that is designed to enable guests to purchase products seamlessly in stores or through our digital channels.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 r
41、evenues,expenses,earnings,and cash flows are not necessarily indicative of theresults that may be expected for the full year.TARGET CORPORATIONQ2 2023 Form 10-Q8FINANCIAL STATEMENTSTable of ContentsNOTESIndex to Notes2.RevenueMerchandise sales represent the vast majority of our revenues.We also earn
42、 revenues from a variety of other sources,most notably creditcard profit-sharing income from our arrangement with TD Bank Group(TD).RevenueThreeMonthsEndedSix Months Ended(millions)July 29,2023July 30,2022July 29,2023July 30,2022Apparel&accessories$4,101$4,617$8,068$8,856Beauty&household essentials
43、7,5137,20815,19514,261Food&beverage 5,3925,26811,38910,773Hardlines 3,3833,8666,7747,579Home furnishings&dcor 3,9554,6477,8108,918Other40479696Sales24,38425,65349,33250,483Credit card profit sharing6Other220203420358Other revenue389384763724Total revenue$24,773$26,037$50,095$51,207Include
44、s 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,meat,produce,and food service in ou
45、r 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 and party supplies,and other seasonal
46、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 returns,which weestimate using histo
47、rical return patterns and our expectation of future returns.As of July29,2023,January28,2023,and July30,2022,theaccrual for estimated returns was$177 million,$174 million,and$175 million,respectively.Revenue from Target gift card sales is recognized upon gift card redemption,which is typically withi
48、n one year of issuance.Gift Card Liability ActivityJanuary 28,2023Gift Cards IssuedDuring CurrentPeriod But NotRedeemed RevenueRecognized FromBeginning LiabilityJuly 29,2023(millions)Gift card liability$1,240$399$(679)$960Included in Accrued and Other Current Liabilities.Net of estimated breakage.(a
49、)(b)(c)(d)(e)(a)(b)(c)(d)(e)(b)(a)(a)(b)TARGET CORPORATIONQ2 2023 Form 10-Q9FINANCIAL STATEMENTSTable of ContentsNOTESIndex to NotesOther RevenueCredit card profit sharing We receive payments under a credit card program agreement with TD.Under the agreement,we receive apercentage of the profits gene
50、rated by the Target Credit Card and Target MasterCard receivables in exchange for performing accountservicing and primary marketing functions.TD underwrites,funds,and owns Target Credit Card and Target MasterCard receivables,controlsrisk management policies,and oversees regulatory compliance.Other I
51、ncludes 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 the significant inputs used to determine f
52、air value.Financial Instruments Measured On a RecurringBasisFairValue(millions)ClassificationMeasurementLevelJuly 29,2023January 28,2023July 30,2022AssetsShort-term investmentsCash and Cash EquivalentsLevel 1$739$1,343$189Prepaid forward contractsOther Current AssetsLevel 1232726Interest rate swapsO
53、ther Current AssetsLevel 234Interest rate swapsOther Noncurrent AssetsLevel 27290LiabilitiesInterest rate swapsOther Current LiabilitiesLevel 26Interest rate swapsOther Noncurrent LiabilitiesLevel 2130816Significant Financial Instruments Not Measured at FairValue (millions)July 29,2023January 28,202
54、3July 30,2022Carrying AmountFair ValueCarrying AmountFair ValueCarrying AmountFair ValueLong-term debt,including current portion$14,147$13,344$14,141$13,688$11,511$11,529The carrying amounts of certain other current assets,commercial paper,accounts payable,and certain accrued and other currentliabil
55、ities approximate 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 commerc
56、ial paper,fairvalue 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
57、discretion,to 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
58、 the invoice 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
59、$3.7billion,$3.4billion,and$4.6billion as ofJuly29,2023,January28,2023,and July30,2022,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
60、 institutions,which may be lower.(a)(b)(a)(b)TARGET CORPORATIONQ2 2023 Form 10-Q10FINANCIAL STATEMENTSTable of ContentsNOTESIndex to Notes5.Property and EquipmentWe review long-lived assets for impairment when store performance expectations,events,or changes in circumstancessuch as a decisionto relo
61、cate or close a store,office,or distribution center,discontinue a project,or make significant software changesindicate that theassets carrying value may not be recoverable.We recognized impairment charges of$33 million for the three and six months ended July29,2023.We recognized impairment charges o
62、f$27 million and$50 million for the three and six months ended July30,2022,respectively.These impairment charges are included in Selling,General and Administrative Expenses(SG&A).6.Commercial Paper and Long-Term DebtWe obtain short-term financing from time to time under our commercial paper program.
63、For the six months ended July29,2023 and July30,2022,the maximum amounts outstanding were$90million and$1.5billion,respectively,and the average daily amounts outstanding were$2million and$538million,respectively,at a weighted average annual interest rate of 4.9 percent and 1.1 percent,respectively.N
64、o balanceswere outstanding as of July29,2023.As of July30,2022,$1.5billion was outstanding and is classified within Current Portion of Long-TermDebt and Other Borrowings on our Consolidated Statements of Financial Position.7.Derivative Financial InstrumentsOur derivative instruments consist of inter
65、est rate swaps used to mitigate interest rate risk.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
66、to interest rate swaps with notional amounts totaling$2.45billion as of July29,2023 and January28,2023,and$2.25billionas of July30,2022.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 b
67、e perfectly effective under the shortcut method during the three and six months ended July29,2023 and July30,2022.During 2023,we amended interest rate swaps with notional amounts totaling$1.5billion to replace the London Interbank Offered Rate(LIBOR)with the daily Secured Overnight Financing Rate(SO
68、FR)as part of our planned reference rate reform activities.These amendmentsdid not result in any change to our application of hedge accounting or any impact to our consolidated financial statements.We were party to forward-starting interest rate swaps with notional amounts totaling$2.15billion as of
69、 July30,2022.During 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 He
70、dges on Debt(millions)July 29,2023January 28,2023July 30,2022Long-term debt and other borrowingsCarrying amount of hedged debt$2,305$2,366$2,263Cumulative hedging adjustments,included in carrying amount(136)(74)22TARGET CORPORATIONQ2 2023 Form 10-Q11FINANCIAL STATEMENTSTable of ContentsNOTESIndex to
71、 NotesEffect of Hedges on Net Interest ExpenseThree Months EndedSix Months Ended(millions)July 29,2023July 30,2022July 29,2023July 30,2022Gain(loss)on fair value hedges recognized in Net Interest ExpenseInterest rate swaps designated as fair value hedges$(71)$49$(62)$(55)Hedged debt71(49)6255Gain on
72、 cash flow hedges recognized in Net Interest Expense612Total$6$12$8.Share 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 neg
73、otiated transactions with financialinstitutions.We did not repurchase any of our shares during the six months ended July 29,2023.Share Repurchase ActivityThree Months EndedSix Months Ended(millions,except per share data)July 29,2023July 30,2022 July 29,2023July 30,2022 Number of shares purchased12.5
74、12.5Average price paid per share$211.58$211.57Total investment$2,636$2,646Includes activity related to the ASR arrangement that we entered into during the first quarter of 2022 because final settlement occurred inthe second quarter of 2022.Under the ASR arrangement,we repurchased 12.5 million shares
75、 for a total cash investment of$2.6billion.We did not enter into an ASR arrangement during any other periods presented.9.Pension BenefitsWe provide pension plan benefits to eligible team members.Net Pension Benefits ExpenseThreeMonths EndedSix Months Ended(millions)ClassificationJuly 29,2023July 30,
76、2022July 29,2023July 30,2022Service cost benefits earnedSG&A$19$23$39$46Interest cost on projected benefitobligationNet Other Income42308359Expected return on assetsNet Other Income(67)(58)(134)(117)Amortization of lossesNet Other Income115130Prior service costNet Other Income8101110Total$3$20$28(a)
77、(a)(a)TARGET CORPORATIONQ2 2023 Form 10-Q12FINANCIAL STATEMENTSTable of ContentsNOTESIndex to Notes10.Accumulated Other Comprehensive Income(Loss)Change in Accumulated Other Comprehensive Income(Loss)CashFlowHedgesCurrencyTranslationAdjustmentPensionTotal(millions)January 28,2023$300$(23)$(696)$(419
78、)Amounts reclassified from AOCI,net of tax(9)3(6)July 29,2023$291$(23)$(693)$(425)TARGET CORPORATIONQ2 2023 Form 10-Q13MANAGEMENTS DISCUSSION AND ANALYSISTable of ContentsFINANCIAL SUMMARYIndex to NotesItem 2.Managements Discussion and Analysis of Financial Condition and Results of OperationsFinanci
79、al SummarySecond quarter 2023 included the following notable items:GAAP and Adjusted diluted earnings per share were$1.80.Total revenue was$24.8 billion,a decrease of(4.9)percent,reflecting a total sales decrease of(4.9)percent and a 1.3 percent increasein other revenue.Comparable sales decreased(5.
80、4)percent,reflecting a(4.8)percent decrease in traffic and a(0.7)percent decrease in averagetransaction amount.Comparable stores-originated sales declined(4.3)percent.Comparable digitally-originated sales declined(10.5)percent.Operating income of$1.2 billion was 273.0 percent higher than the compara
81、ble prior-year period.See Business Environment below foradditional information.Cash flow provided by operating activities was$3.4 billion for the six months ended July29,2023,compared with$47 million cash flowrequired for operating activities for the six months ended July30,2022.The drivers of the o
82、perating cash flow increase are described onpage 21.Earnings Per ShareThree Months EndedSix Months EndedJuly 29,2023July 30,2022ChangeJuly 29,2023July 30,2022ChangeGAAP diluted earnings per share$1.80$0.39357.6%$3.86$2.5551.1%Adjustments0.03Adjusted diluted earnings per share$1.80$0.39357.6%$3.86$2.
83、5949.2%Note:Amounts may not foot due to rounding.Adjusted diluted earnings per share(Adjusted EPS),a non-GAAP metric,excludes the impactof certain items.Management believes that Adjusted EPS is useful in providing period-to-period comparisons of the results of our operations.A reconciliation of non-
84、GAAP financial measures to GAAP measures is provided on page19.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 July29,2023,after-tax ROIC was 13.7 percent,c
85、ompared with 18.4 percent forthe trailing twelve months ended July30,2022.The calculation of ROIC is provided on page 20.Business EnvironmentDuring the first two quarters of 2023,sales growth in our Frequency categories(Beauty&Household Essentials and Food&Beverage)wasmore than offset by acceleratin
86、g decreases in our Discretionary categories(Apparel&Accessories,Hardlines,and Home Furnishings&Dcor).This trend of decreased Discretionary category sales began in 2022.In response to this trend,during 2022 we took actions andemployed strategies to align inventories with sales trends.These actions,as
87、 well as improvements in the supply chain,have resulted indecreased inventory as of July 29,2023 compared with January 28,2023 and July 30,2022.These actions and improvements have alsoresulted in a reduction in costs related to managing elevated inventory levels and reduced our working capital inves
88、tment.Along with supply chain improvements,we have experienced a significant decrease in freight costs due to a decline in freight rates comparedto 2022.We have also experienced lower digital fulfillment costs due to a decrease in digital sales and a continued shift by our guests tolower-cost same-d
89、ay fulfillment options.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.Increased shrink has had,and if current tren
90、dspersist 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 17 and the Inventory section on page 21 provide additional information.TARGET CORPORATIONQ2 2023 Form 10-Q14MANAGEMENTS DISCUS
91、SION AND ANALYSISTable of ContentsFINANCIAL SUMMARYIndex to NotesAnalysis of Results of OperationsSummary of Operating IncomeThreeMonthsEndedSix Months Ended(dollars in millions)July 29,2023July 30,2022ChangeJuly 29,2023July 30,2022ChangeSales$24,384$25,653(4.9)%$49,332$50,483(2.3)%Other revenue3893
92、841.37637245.5Total revenue24,77326,037(4.9)50,09551,207(2.2)Cost of sales17,79820,142(11.6)36,18438,603(6.3)Selling,general and administrative expenses5,1845,0023.610,2099,7644.6Depreciation and amortization(exclusive ofdepreciation included in cost of sales)5945723.91,1771,1730.4Operating income$1
93、,197$321273.0%$2,525$1,66751.5%RateAnalysisThree Months EndedSix Months EndedJuly 29,2023July 30,2022July 29,2023July 30,2022Gross margin rate27.0%21.5%26.7%23.5%SG&A expense rate20.919.220.419.1Depreciation and amortization expense rate(exclusive ofdepreciation included in cost of sales)2.42.22.32.
94、3Operating income margin rate4.81.25.03.3Note:Gross margin rate is calculated as gross margin(sales less cost of sales)divided by sales.All other rates are calculated by dividing theapplicable amount by total revenue.SalesSales include all merchandise sales,net of expected returns,and our estimate o
95、f 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 prior-year periodof equivalent length.Comparable sales include all sales,except sales from stores open less than 13 months
96、,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 retail industry.As a result,our comparable sales calculation is not necessarily comparable to similarly titled measuresrepor
97、ted by other companies.Digitally originated sales include all sales initiated through mobile applications and our websites.Our storesfulfill the majority of digitally originated sales,including shipment from stores to guests,store Order Pickup or Drive Up,and delivery viaShipt.Digitally originated s
98、ales 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 of our long-term profitability.We expect thatcomparable sales growth will drive the majority of our total sales growth.We
99、 believe that our ability to successfully differentiate our guestsshopping experience through a careful combination of merchandise assortment,price,convenience,guest experience,and other factors will,over the long-term,drive both increasing shopping frequency(number of transactions,or traffic)and th
100、e amount spent each visit(averagetransaction amount).TARGET CORPORATIONQ2 2023 Form 10-Q15MANAGEMENTS DISCUSSION AND ANALYSISTable of ContentsANALYSIS OF RESULTS OF OPERATIONSComparableSalesThreeMonthsEndedSix Months EndedJuly 29,2023July 30,2022July 29,2023July 30,2022Comparable sales change(5.4)%2
101、.6%(2.8)%3.0%Drivers of change in comparable salesNumber of transactions(traffic)(4.8)2.7(2.0)3.3Average transaction amount(0.7)0.0(0.8)(0.3)Comparable Sales by ChannelThreeMonthsEndedSix Months EndedJuly 29,2023July 30,2022July 29,2023July 30,2022Stores originated comparable sales change(4.3)%1.3%(
102、1.8)%2.3%Digitally originated comparable sales change(10.5)9.0(7.0)6.1SalesbyChannelThreeMonthsEndedSix Months EndedJuly 29,2023July 30,2022July 29,2023July 30,2022Stores originated83.1%82.1%82.8%81.9%Digitally originated16.917.917.218.1Total100%100%100%100%Salesby Fulfillment ChannelThreeMonthsEnde
103、dSix Months EndedJuly 29,2023July 30,2022July 29,2023July 30,2022Stores97.6%96.6%97.4%96.6%Other2.43.42.63.4Total100%100%100%100%Note: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
104、Shipt.Sales by Product CategoryThree Months EndedSix Months EndedJuly 29,2023July 30,2022July 29,2023July 30,2022Apparel&accessories17%18%16%18%Beauty&household essentials31283128Food&beverage22212321Hardlines14151415Home furnishings&dcor16181618Total100%100%100%100%Note 2 to the Financial Statement
105、s 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 of sales to new stores,makes furtheranalysis of sales metrics infeasible.We monitor the percentage of
106、 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 sales for Target.Guests receive a 5percent discount on virtually all purchases when they use a RedCard at
107、 Target.For the three months ended July29,2023 and July30,2022,total RedCard Penetration was 18.6 percent and 20.1 percent,respectively.For the six months ended July29,2023 and July30,2022,totalRedCard Penetration was 18.8 percent and 20.2 percent,respectively.TARGET CORPORATIONQ2 2023 Form 10-Q16MA
108、NAGEMENTS DISCUSSION AND ANALYSISTable of ContentsANALYSIS OF RESULTS OF OPERATIONSGross Margin RateQuarter-to-DateYear-to-DateFor the three months ended July29,2023,our gross margin rate was 27.0 percent compared with 21.5 percent in the comparable prior-yearperiod.For the six months ended July29,2
109、023,our gross margin rate was 26.7 percent compared with 23.5 percent in the comparable prior-year period.For both the three and six months ended July29,2023,the increase reflected the net impact ofmerchandising benefit,includinglower clearance and promotional markdown rates and other costs compared
110、 with the prior-year,which included the impact ofinventory impairments and other actions;lower freight costs;andretail price increases;lower digital fulfillment costs due to a decrease in digital volume and a shift by our guests to lower-cost same-day fulfillment options;andhigher inventory shrink.B
111、usiness Environment on page 14 provides additional information.TARGET CORPORATIONQ2 2023 Form 10-Q17MANAGEMENTS DISCUSSION AND ANALYSISTable of ContentsANALYSIS OF RESULTS OF OPERATIONSSelling,General,and Administrative Expense RateFor the three months ended July29,2023,our SG&A expense rate was 20.
112、9 percent compared with 19.2 percent for the comparable prior-year period.For the six months ended July 29,2023,our SG&A expense rate was 20.4 percent compared with 19.1 percent for thecomparable prior-year period.The increase reflected the deleveraging impact of lower sales and the net impact of co
113、st increases across ourbusiness,including investments in team member pay and benefits.Store DataChange in Number of StoresThree Months EndedSix Months EndedJuly 29,2023July 30,2022July 29,2023July 30,2022Beginning store count1,9541,9331,9481,926Opened551112Closed(4)(1)(4)(1)Ending store count1,9551,
114、9371,9551,937Number of Stores andNumber of StoresRetail Square Feet Retail Square FeetJuly 29,2023January 28,2023July 30,2022July 29,2023January 28,2023July 30,2022170,000 or more sq.ft.27427427348,99548,98548,79850,000 to 169,999 sq.ft.1,5341,5271,521191,947191,241190,73449,999 or less sq.ft.147147
115、1434,4044,3584,256Total1,9551,9481,937245,346244,584243,788In thousands;reflects total square feet less office,supply chain facilities,and vacant space.Other Performance FactorsNet Interest ExpenseNet interest expense was$141 million and$288 million for the three and six months ended July29,2023,res
116、pectively,compared with$112million and$224 million in the respective comparable prior-year periods.The increase in net interest expense was primarily due to higheraverage debt levels in addition to higher floating interest rates for the three and six months ended July29,2023 compared with the prior-
117、yearperiods.Provision for Income TaxesOur effective income tax rate for the three and six months ended July29,2023 was 22.2 percent and 21.6 percent,respectively,comparedwith 15.8 percent and 18.7 percent in the respective comparable prior-year periods.The increase reflects higher pretax earnings in
118、 thecurrent year,resulting in a smaller tax rate benefit from ongoing and discrete tax items.(a)(a)TARGET CORPORATIONQ2 2023 Form 10-Q18MANAGEMENTS DISCUSSION AND ANALYSISTable of ContentsRECONCILIATION OF NON-GAAP FINANCIAL MEASURESIndex to NotesReconciliation of Non-GAAP Financial Measures to GAAP
119、 MeasuresTo provide additional transparency,we have disclosed non-GAAP adjusted 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 n
120、ot in accordance with,or an alternative to,U.S.GAAP.The most comparable 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 differen
121、tly,limiting the usefulness of the measure for comparisonswith other companies.Reconciliation of Non-GAAP Adjusted EPSThree Months EndedJuly 29,2023July 30,2022(millions,except per share data)PretaxNet ofTaxPer SharePretaxNet ofTaxPer ShareGAAP and adjusted diluted earnings per share$1.80$0.39Reconc
122、iliation of Non-GAAP Adjusted EPSSix Months EndedJuly 29,2023July 30,2022(millions,except per share data)PretaxNet ofTaxPer SharePretaxNet ofTaxPer ShareGAAP diluted earnings per share$3.86$2.55AdjustmentsOther$20$15$0.03Adjusted diluted earnings per share$3.86$2.59Note:Amounts may not foot due to r
123、ounding.Other items unrelated 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 measure
124、s provide meaningful information 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 comparab
125、le GAAP measureis net earnings.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 compani
126、es.EBIT and EBITDAThreeMonthsEndedSix Months Ended(dollars in millions)July 29,2023July 30,2022ChangeJuly 29,2023July 30,2022ChangeNet earnings$835$183356.5%$1,785$1,19249.8%+Provision for income taxes23734591.249127479.4+Net interest expense14111226.328822428.7EBIT$1,213$329268.8%$2,564$1,69051.8%+
127、Total depreciation and amortization 6836505.01,3501,3291.5EBITDA$1,896$97993.6%$3,914$3,01929.6%Represents total depreciation and amortization,including amounts classified within Depreciation and Amortization and within Cost ofSales.(a)(a)(a)(a)TARGET CORPORATIONQ2 2023 Form 10-Q19MANAGEMENTS DISCUS
128、SION AND ANALYSISTable of ContentsRECONCILIATION OF NON-GAAP FINANCIAL MEASURESIndex to NotesWe have also disclosed after-tax ROIC,which is a ratio based on GAAP information,with the exception of the add-back of operating leaseinterest to operating income.We believe this metric is useful in assessin
129、g the effectiveness of our capital allocation over time.Othercompanies may calculate ROIC differently,limiting the usefulness of the measure for comparisons with other companies.After-Tax Return on Invested Capital(dollars in millions)Trailing Twelve MonthsNumeratorJuly 29,2023July 30,2022Operating
130、income$4,706$5,773+Net other income6554EBIT4,7715,827+Operating lease interest 10288-Income taxes 9861,282Net operating profit after taxes$3,887$4,633DenominatorJuly 29,2023July 30,2022July 31,2021Current portion of long-term debt and other borrowings$1,106$1,649$1,190+Noncurrent portion of long-ter
131、m debt14,92613,45311,589+Shareholders investment11,99010,59214,860+Operating lease liabilities 3,1042,8232,695-Cash and cash equivalents1,6171,1177,368Invested capital$29,509$27,400$22,966Average invested capital$28,454$25,183After-tax return on invested capital13.7%18.4%Represents the add-back to o
132、perating income driven by the hypothetical interest expense we would incur if the property under ouroperating leases were owned or accounted for as finance leases.Calculated using the discount rate for each lease and recorded asa component of rent expense within SG&A.Operating lease interest is adde
133、d back to operating income in the ROIC calculation tocontrol for differences in capital structure between us and our competitors.Calculated using the effective tax rates,which were 20.2 percent and 21.7 percent for the trailing twelve months ended July29,2023and July 30,2022,respectively.For the tra
134、iling twelve months ended July 29,2023 and July 30,2022,includes tax effect of$1.0billion and$1.3 billion,respectively,related to EBIT and$20million and$19 million,respectively,related to operating leaseinterest.Total short-term and long-term operating lease liabilities included within Accrued and O
135、ther Current Liabilities and NoncurrentOperating Lease Liabilities,respectively.Average based on the invested capital at the end of the current period and the invested capital at the end of the comparable priorperiod.(a)(b)(c)(d)(a)(b)(c)(d)TARGET CORPORATIONQ2 2023 Form 10-Q20MANAGEMENTS DISCUSSION
136、 AND ANALYSISTable of ContentsANALYSIS OF FINANCIAL CONDITIONIndex to NotesAnalysis of Financial ConditionLiquidity and Capital ResourcesCapital AllocationWe follow a disciplined and balanced approach to capital allocation based on the following priorities,ranked in order of importance:first,wefully
137、 invest in opportunities to profitably grow our business,create sustainable long-term value,and maintain our current operations andassets;second,we maintain a competitive quarterly dividend and seek to grow it annually;and finally,we return any excess cash toshareholders by repurchasing shares withi
138、n the limits of our credit rating goals.Our cash and cash equivalents balance was$1.6 billion,$2.2 billion,and$1.1 billion as of July29,2023,January28,2023,and July30,2022,respectively.Our cash and cash equivalents balance included short-term investments of$739 million,$1.3 billion,and$189 million a
139、sof July29,2023,January28,2023,and July30,2022,respectively.Our investment policy is designed to preserve principal and liquidity ofour short-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
140、also place dollar limits on our investments in individual funds or instruments.Operating Cash FlowsCash flows provided by operating activities were$3.4 billion for the six months ended July29,2023,compared with$47 million of cash flowsrequired for operating activities for the six months ended July30
141、,2022.For the six months ended July29,2023,operating cash flowsincreased as a result of higher net earnings and an improvement in working capital,including lower inventory levels,compared with the sixmonths ended July30,2022.InventoryInventory was$12.7 billion as of July29,2023,compared with$13.5 bi
142、llion and$15.3 billion at January28,2023 and July30,2022,respectively.The decrease from the balance as of July30,2022 primarily reflects actions taken to align inventory levels with sales trends andimprovements in the supply chain,including reduced in-transit inventory.The Business Environment secti
143、on on page 14 provides additional information.Investing Cash FlowsCash required for investing activities increased to$2.8 billion for the six months ended July 29,2023,compared to$2.5 billion for the sixmonths ended July 30,2022,due to capital investments.DividendsWe paid dividends totaling$499 mill
144、ion($1.08 per share)and$996 million($2.16 per share)for the three and six months ended July29,2023,respectively,and$417 million($0.90 per share)and$841 million($1.80 per share)for the three and six months ended July30,2022,respectively,a per share increase of 20.0 percent.We declared dividends total
145、ing$516 million($1.10 per share)during the second quarter of2023 and$502 million($1.08 per share)during the second quarter of 2022,a per share increase of 1.9 percent.We have paid dividendsevery quarter since our 1967 initial public offering,and it is our intent to continue to do so in the future.Sh
146、are RepurchaseWe did not repurchase any shares during the six months ended July29,2023.See Part II,Item 2,Unregistered Sales of Equity Securitiesand Use of Proceeds of this Quarterly Report on Form 10-Q and Note 8 to the Financial Statements for more information.TARGET CORPORATIONQ2 2023 Form 10-Q21
147、MANAGEMENTS DISCUSSION AND ANALYSISTable of ContentsANALYSIS OF FINANCIAL CONDITIONIndex to NotesFinancingOur financing strategy is to ensure liquidity and access to capital markets,to maintain a balanced spectrum of debt maturities,and tomanage our net exposure to floating interest rate volatility.
148、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 sources of liquidity.Our continued access to thesemarkets depends on multiple factors,including the condition of debt capital markets,our op
149、erating performance,and maintaining strongcredit ratings.As of July29,2023,our credit ratings were as follows:CreditRatingsMoodysStandardandPoorsFitchLong-term debtA2AACommercial paperP-1A-1F1If our credit ratings were lowered,our ability to access the debt markets,our cost of funds,and other terms
150、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 ratings willremain the same as described above.We have the ability to obtain short-term financing from time to time under our commercial p
151、aper 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 October 2027,respectively,backstop our commercial paper program.No balances were outstanding under either credit facility at any time during
152、 2023 or 2022.We didnot have any balances outstanding under our commercial paper program as of July 29,2023,and we had$1.5 billion outstanding as ofJuly30,2022.Note 6 to the Financial Statements provides additional information.Most of our long-term debt obligations contain covenants related to secur
153、ed 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 covenants.Additionally,as ofJuly29,2023,no notes or debentures contained provisions requiring acceleration of payment upon a cre
154、dit 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 in control and(ii)our long-term credit ratings are either reduced and the resulting rating is non-investment grade,or our lo
155、ng-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 sources of liquidity,namely operating cash flows,credit facility capacity,and access to capital markets,will continue to beadequ
156、ate to meet our contractual obligations,working capital and planned capital expenditures,finance anticipated expansion and strategicinitiatives,fund debt maturities,pay dividends,and execute purchases under our share repurchase program for the foreseeable future.New Accounting PronouncementsWe do no
157、t expect any recently issued accounting pronouncements to have a material effect on our financial statements.TARGET CORPORATIONQ2 2023 Form 10-Q22MANAGEMENTS DISCUSSION AND ANALYSIS&SUPPLEMENTAL INFORMATIONTable of ContentsFORWARD LOOKING STATEMENTS&CONTROLS AND PROCEDURESIndex to NotesForward-Looki
158、ng StatementsThis report contains forward-looking statements,which are based on our current assumptions and expectations.These statements aretypically accompanied by the words“expect,”“may,”“could,”“believe,”“would,”“might,”“anticipates,”or similar words.The principal forward-looking statements in t
159、his report include:our financial performance,statements regarding the adequacy of and costs associated with oursources of liquidity,the funding of debt maturities,the execution of our share repurchase program,our expected capital expenditures andnew lease commitments,the expected compliance with deb
160、t covenants,the expected impact of new accounting pronouncements,ourintentions regarding future dividends,the expected return on plan assets,the expected outcome of,and adequacy of our reserves for,claims,litigation,and the resolution of tax matters,and changes in our assumptions and expectations.Al
161、l 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 of 1995,as amended.Although we believe there is a reasonable basis for the forward-lookingstatements,our actual results co
162、uld 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 factors included in Part I,Item 1A,Risk Factors of our Form10-K for thefiscal year ended January28,2023,which should be re
163、ad 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 update any forward-looking statement.Item 3.Quantitative and Qualitative Disclosures About Market RiskThere have been no ma
164、terial 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 our Form10-K for the fiscal year ended January28,2023.Item 4.Controls and ProceduresChanges in Internal Control Over Financ
165、ial ReportingDuring the most recently completed fiscal quarter,there were no changes which materially affected,or are reasonably likely to materiallyaffect,our internal control over financial reporting.Evaluation of Disclosure Controls and ProceduresAs of the end of the period covered by this quarte
166、rly report,we conducted an evaluation,under supervision and with the participation ofmanagement,including the chief executive officer and chief financial officer,of the effectiveness of the design and operation of our disclosurecontrols and procedures pursuant to Rules13a-15 and 15d-15 of the Securi
167、ties 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 procedures are effectiveat a reasonable assurance level.Disclosure controls and procedures are defined by Rules13a-15(e)and
168、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 Exchange Act is recorded,processed,summarized,and reported within the time periods specified in the SECs rules and forms.Dis
169、closure controls and procedures include,without limitation,controls and procedures designed to ensure that information required to bedisclosed by us in reports filed under the Exchange Act is accumulated and communicated to our management,including our principalexecutive and principal financial offi
170、cers,or persons performing similar functions,as appropriate,to allow timely decisions regarding requireddisclosure.TARGET CORPORATIONQ2 2023 Form 10-Q23SUPPLEMENTAL INFORMATIONTable of ContentsIndex to NotesPARTII.OTHER INFORMATIONItem 1.Legal ProceedingsFor the quarterly period ended July29,2023,no
171、 response is required under Item 103 of Regulation S-K,nor have there been any materialdevelopments for any previously reported legal proceedings.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
172、endedJanuary28,2023.Item 2.Unregistered Sales of Equity Securities and Use of ProceedsOn August 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$22
173、3.52,for a total investment of$5.3billion.As of July29,2023,the dollar value of shares that may yet be purchased under the program is$9.7 billion.There were no Target common stock purchasesmade during the three months ended July29,2023 by Target or any affiliated purchaser of Target,as defined in Ru
174、le 10b-18(a)(3)underthe Exchange Act.Item 3.Defaults Upon Senior SecuritiesNot applicable.Item 4.Mine Safety DisclosuresNot applicable.Item 5.Other InformationOn May 31,2023,Brian C.Cornell,Targets Chair of the Board and Chief Executive Officer,terminated a written plan for the sale of Targetcommon
175、stock that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)under the Exchange Act as they existed atthe time of adoption.This written plan was adopted on December 2,2022,was scheduled to expire on August 18,2023,and provided for thesale of 105,000 shares of Target common
176、stock in the aggregate.35,000 shares of Target common stock were sold pursuant to the writtenplan prior to its termination.TARGET CORPORATIONQ2 2023 Form 10-Q24SUPPLEMENTAL INFORMATIONTable of ContentsIndex to NotesItem 6.Exhibits3.1Amended and Restated Articles of Incorporation of Target Corporatio
177、n(as amended through June 9,2010)(filed asExhibit(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 12,2
178、023 and incorporated herein by reference).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 Sarbanes-Oxley Act of 200232.1*Certification of the Chief Executive Offi
179、cer 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 Sarbanes-Oxley Act of 2002101.INS*Inline XBRL Instance Document101.SCH*Inl
180、ine 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 Document101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase
181、 Document104*Cover Page Interactive Data File(formatted as Inline XBRL and contained in Exhibit 101)*Filed herewith.*Furnished herewith.TARGET CORPORATIONQ2 2023 Form 10-Q25SUPPLEMENTAL INFORMATIONTable of ContentsIndex to NotesSIGNATURESPursuant to the requirements of the Securities Exchange Act of
182、 1934,the registrant has duly caused this report to be signed on its behalf bythe undersigned thereunto duly authorized.TARGET CORPORATIONDated:August 25,2023By:/s/Michael J.FiddelkeMichael J.FiddelkeExecutive Vice President andChief Financial Officer(Duly Authorized Officer andPrincipal Financial O
183、fficer)/s/Matthew A.LiegelMatthew A.LiegelSenior Vice President,Chief Accounting Officerand ControllerTARGET CORPORATIONQ2 2023 Form 10-Q26Exhibit 31.1CERTIFICATION OF THE CHIEF EXECUTIVE OFFICERPURSUANT TO SECTION302 OF THE SARBANES-OXLEY ACT OF 2002CertificationsI,Brian C.Cornell,certify that:1.I
184、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 fact or omit to state a material factnecessary to make the statements made,in light of the circumstances under which such statements were made
185、,not misleading withrespect to the period covered by this report;3.Based on my knowledge,the financial statements,and other financial information included in this report,fairly present in all materialrespects the financial condition,results of operations and cash flows of the registrant as of,and fo
186、r,the periods presented in thisreport;4.The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures(asdefined in Exchange Act Rules13a-15(e)and 15d-15(e)and internal control over financial reporting(as defined in Exchange ActRule
187、s13a-15(f)and 15d-15(f)for the registrant and have:a.designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed underour supervision,to ensure that material information relating to the registrant,including its consolidated subsidiaries,is madekn
188、own to us by others within those entities,particularly during the period in which this report is being prepared;b.designed such internal control over financial reporting,or caused such internal control over financial reporting to be designedunder our supervision,to provide reasonable assurance regar
189、ding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles;c.evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report ourconclusions abo
190、ut 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 report any change in the registrants internal control over financial reporting that occurred during theregistrants most recent fiscal quart
191、er(the registrants fourth fiscal quarter in the case of an annual report)that has materiallyaffected,or is reasonably likely to materially affect,the registrants internal control over financial reporting;and5.The registrants other certifying officer and I have disclosed,based on our most recent eval
192、uation of internal control over financialreporting,to the registrants auditors and the audit committee of the registrants board of directors(or persons performing theequivalent functions):a.all significant deficiencies and material weaknesses in the design or operation of internal control over finan
193、cial reportingwhich are reasonably likely to adversely affect the registrants ability to record,process,summarize and report financialinformation;andb.any fraud,whether or not material,that involves management or other employees who have a significant role in theregistrants internal control over fin
194、ancial reporting.Dated:August 25,2023/s/Brian C.CornellBrian C.CornellChair of the Board and Chief Executive OfficerExhibit 31.2CERTIFICATION OF THE CHIEF FINANCIAL OFFICERPURSUANT TO SECTION302 OF THE SARBANES-OXLEY ACT OF 2002CertificationsI,Michael J.Fiddelke,certify that:1.I have reviewed this Q
195、uarterly Report on Form10-Q of Target Corporation;2.Based on my knowledge,this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made,in light of the circumstances under which such statements were made,not misleading with
196、respect to the period covered by this report;3.Based on my knowledge,the financial statements,and other financial information included in this report,fairly present in all materialrespects the financial condition,results of operations and cash flows of the registrant as of,and for,the periods presen
197、ted in thisreport;4.The registrants other certifying officer and I are responsible for establishing and maintaining disclosure 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
198、(f)for the registrant and have:a.designed such disclosure controls and procedures,or caused such disclosure controls and 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
199、within those entities,particularly during the period in which this report is being prepared;b.designed such internal control over financial reporting,or caused such internal control over financial reporting to be designedunder our supervision,to provide reasonable assurance regarding the reliability
200、 of financial reporting and the preparation offinancial statements for external purposes in accordance with generally accepted accounting principles;c.evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report ourconclusions about the effectiveness
201、 of the disclosure controls and procedures,as of the end of the period covered by thisreport based on such evaluation;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 f
202、ourth fiscal quarter in the case of an annual report)that has materiallyaffected,or is reasonably likely to materially 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 c
203、ontrol over financialreporting,to the registrants auditors and the audit committee of the registrants board of directors(or persons performing theequivalent functions):a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich
204、are reasonably likely to adversely affect the registrants ability to record,process,summarize and report financialinformation;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.Dat
205、ed:August 25,2023/s/Michael J.FiddelkeMichael J.FiddelkeExecutive Vice President and Chief Financial OfficerExhibit32.1CERTIFICATION OF THE CHIEF EXECUTIVE OFFICERPURSUANT TO 18 U.S.C.SECTION1350,AS ADOPTEDPURSUANT TO SECTION906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Quarterly Repor
206、t on Form10-Q of Target Corporation,a Minnesota corporation(“the Company”),for the quarter endedJuly29,2023,as filed with 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 Se
207、ction906 of the Sarbanes-Oxley Act of 2002,that,to theofficers knowledge:1.the Report fully complies with the requirements 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 r
208、esults of operations of theCompany.Dated:August 25,2023/s/Brian C.CornellBrian C.CornellChair of the Board and Chief Executive OfficerExhibit 32.2CERTIFICATION OF THE CHIEF FINANCIAL OFFICERPURSUANT TO 18 U.S.C.SECTION1350,AS ADOPTEDPURSUANT TO SECTION906 OF THE SARBANES-OXLEY ACT OF 2002In connecti
209、on with the Quarterly Report on Form10-Q of Target Corporation,a Minnesota corporation(“the Company”),for the quarter endedJuly29,2023,as filed with the Securities and Exchange Commission on the date hereof(“the Report”),the undersigned officer of theCompany certifies pursuant to 18 U.S.C.Section135
210、0,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(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:August 25,2023/s/Michael J.FiddelkeMichael J.FiddelkeExecutive Vice President and Chief Financial Officer