10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One) 

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

For the quarterly period ended April 29, 2023

OR

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

For the transition period from ____ to ____

Commission File Number 1-6049

TARGET CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction of incorporation or organization)

1000 Nicollet Mall, Minneapolis, Minnesota

(Address of principal executive offices)

41-0215170

(I.R.S. Employer Identification No.)

55403

(Zip Code)

612-304-6073

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0833 per share	TGT	New York Stock Exchange

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in 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 extended transition period for complying with any new or revised 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 Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Total shares of common stock, par value $0.0833, outstanding at May 19, 2023, were 461,559,612.

TARGET CORPORATION

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Consolidated Statements of Operations	1
	Consolidated Statements of Comprehensive Income	2
	Consolidated Statements of Financial Position	3
	Consolidated Statements of Cash Flows	4
	Consolidated Statements of Shareholders’ Investment	5
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24
Signatures		25

FINANCIAL STATEMENTS	Table of Contents
	Index to Notes

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Statements of Operations
	Three Months Ended
(millions, except per share data) (unaudited)	April 29, 2023		April 30, 2022
Sales	$	24,948	$	24,830
Other revenue	374		340
Total revenue	25,322		25,170
Cost of sales	18,386		18,461
Selling, general and administrative expenses	5,025		4,762
Depreciation and amortization (exclusive of depreciation included in cost of sales)	583		601
Operating income	1,328		1,346
Net interest expense	147		112
Net other income	(23)		(15)
Earnings before income taxes	1,204		1,249
Provision for income taxes	254		240
Net earnings	$	950	$	1,009
Basic earnings per share	$	2.06	$	2.17
Diluted earnings per share	$	2.05	$	2.16
Weighted average common shares outstanding
Basic	460.9		464.0
Diluted	462.9		467.8
Antidilutive shares	1.2		—

See accompanying Notes to Consolidated Financial Statements.

TARGET CORPORATION Q1 2023 Form 10-Q 1

FINANCIAL STATEMENTS	Table of Contents
	Index to Notes

Consolidated Statements of Comprehensive Income
	Three Months Ended
(millions) (unaudited)	April 29, 2023		April 30, 2022
Net earnings	$	950	$	1,009
Other comprehensive income, net of tax
Pension benefit liabilities	2		11
Cash flow hedges and currency translation adjustment	(5)		190
Other comprehensive income	(3)		201
Comprehensive income	$	947	$	1,210

See accompanying Notes to Consolidated Financial Statements.

TARGET CORPORATION Q1 2023 Form 10-Q 2

FINANCIAL STATEMENTS	Table of Contents
	Index to Notes

Consolidated Statements of Financial Position
(millions, except footnotes) (unaudited)	April 29, 2023		January 28, 2023		April 30, 2022
Assets
Cash and cash equivalents	$	1,321	$	2,229	$	1,112
Inventory	12,616		13,499		15,083
Other current assets	1,836		2,118		1,758
Total current assets	15,773		17,846		17,953
Property and equipment
Land	6,493		6,231		6,164
Buildings and improvements	35,198		34,746		33,300
Fixtures and equipment	7,473		7,439		6,459
Computer hardware and software	3,067		3,039		2,588
Construction-in-progress	2,822		2,688		1,444
Accumulated depreciation	(22,657)		(22,631)		(21,285)
Property and equipment, net	32,396		31,512		28,670
Operating lease assets	2,640		2,657		2,571
Other noncurrent assets	1,341		1,320		1,648
Total assets	$	52,150	$	53,335	$	50,842
Liabilities and shareholders’ investment
Accounts payable	$	11,935	$	13,487	$	14,053
Accrued and other current liabilities	5,732		5,883		5,582
Current portion of long-term debt and other borrowings	200		130		1,089
Total current liabilities	17,867		19,500		20,724
Long-term debt and other borrowings	16,010		16,009		13,379
Noncurrent operating lease liabilities	2,621		2,638		2,581
Deferred income taxes	2,289		2,196		1,752
Other noncurrent liabilities	1,758		1,760		1,632
Total noncurrent liabilities	22,678		22,603		19,344
Shareholders’ investment
Common stock	38		38		39
Additional paid-in capital	6,541		6,608		5,592
Retained earnings	5,448		5,005		5,495
Accumulated other comprehensive loss	(422)		(419)		(352)
Total shareholders’ investment	11,605		11,232		10,774
Total liabilities and shareholders’ investment	$	52,150	$	53,335	$	50,842

Common Stock Authorized 6,000,000,000 shares, $0.0833 par value; 461,552,843, 460,346,947, and 463,683,711 shares issued and outstanding as of April 29, 2023, January 28, 2023, and April 30, 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 CORPORATION Q1 2023 Form 10-Q 3

FINANCIAL STATEMENTS	Table of Contents
	Index to Notes

Consolidated Statements of Cash Flows
	Three Months Ended
(millions) (unaudited)	April 29, 2023		April 30, 2022
Operating activities
Net earnings	$	950	$	1,009
Adjustments to reconcile net earnings to cash provided by operating activities:
Depreciation and amortization	667		679
Share-based compensation expense	43		83
Deferred income taxes	95		115
Noncash losses / (gains) and other, net	(11)		52
Changes in operating accounts:
Inventory	883		(1,181)
Other assets	34		(86)
Accounts payable	(1,463)		(1,560)
Accrued and other liabilities	67		(505)
Cash provided by (required for) operating activities	1,265		(1,394)
Investing activities
Expenditures for property and equipment	(1,605)		(952)
Proceeds from disposal of property and equipment	2		2
Other investments	1		2
Cash required for investing activities	(1,602)		(948)
Financing activities
Change in commercial paper, net	90		945
Reductions of long-term debt	(46)		(48)
Dividends paid	(497)		(424)
Repurchase of stock	—		(10)
Accelerated share repurchase pending final settlement	—		(2,750)
Shares withheld for taxes on share-based compensation	(118)		(171)
Stock option exercises	—		1
Cash required for financing activities	(571)		(2,457)
Net decrease in cash and cash equivalents	(908)		(4,799)
Cash and cash equivalents at beginning of period	2,229		5,911
Cash and cash equivalents at end of period	$	1,321	$	1,112
Supplemental information
Leased assets obtained in exchange for new finance lease liabilities	$	15	$	62
Leased assets obtained in exchange for new operating lease liabilities	54		59

See accompanying Notes to Consolidated Financial Statements.

TARGET CORPORATION Q1 2023 Form 10-Q 4

FINANCIAL STATEMENTS	Table of Contents
	Index to Notes

Consolidated Statements of Shareholders’ Investment
	Common	Stock		Additional				Accumulated Other
	Stock	Par		Paid-in		Retained		Comprehensive
(millions) (unaudited)	Shares	Value		Capital		Earnings		(Loss) / Income		Total
January 29, 2022	471.3	$	39	$	6,421	$	6,920	$	(553)	$	12,827
Net earnings	—	—		—		1,009		—		1,009
Other comprehensive income	—	—		—		—		201		201
Dividends declared	—	—		—		(426)		—		(426)
Repurchase of stock	(0.1)	—		—		(10)		—		(10)
Accelerated share repurchase pending final settlement	(8.9)	(1)		(751)		(1,998)		—		(2,750)
Stock options and awards	1.4	1		(78)		—		—		(77)
April 30, 2022	463.7	$	39	$	5,592	$	5,495	$	(352)	$	10,774
Net earnings	—	—		—		183		—		183
Other comprehensive loss	—	—		—		—		(17)		(17)
Dividends declared	—	—		—		(502)		—		(502)
Repurchase of stock	(3.6)	(1)		870		(755)		—		114
Stock options and awards	0.1	—		40		—		—		40
July 30, 2022	460.2	$	38	$	6,502	$	4,421	$	(369)	$	10,592
Net earnings	—	—		—		712		—		712
Other comprehensive income	—	—		—		—		161		161
Dividends declared	—	—		—		(502)		—		(502)
Stock options and awards	0.1	—		56		—		—		56
October 29, 2022	460.3	$	38	$	6,558	$	4,631	$	(208)	$	11,019
Net earnings	—	—		—		876		—		876
Other comprehensive loss	—	—		—		—		(211)		(211)
Dividends declared	—	—		—		(502)		—		(502)
Stock options and awards	—	—		50		—		—		50
January 28, 2023	460.3	$	38	$	6,608	$	5,005	$	(419)	$	11,232

TARGET CORPORATION Q1 2023 Form 10-Q 5

FINANCIAL STATEMENTS	Table of Contents
	Index to Notes

Consolidated Statements of Shareholders’ Investment
	Common	Stock		Additional				Accumulated Other
	Stock	Par		Paid-in		Retained		Comprehensive
(millions) (unaudited)	Shares	Value		Capital		Earnings		(Loss) / Income		Total
January 28, 2023	460.3	$	38	$	6,608	$	5,005	$	(419)	$	11,232
Net earnings	—	—		—		950		—		950
Other comprehensive loss	—	—		—		—		(3)		(3)
Dividends declared	—	—		—		(507)		—		(507)
Stock options and awards	1.3	—		(67)		—		—		(67)
April 29, 2023	461.6	$	38	$	6,541	$	5,448	$	(422)	$	11,605

We declared $1.08 and $0.90 dividends per share for the three months ended April 29, 2023, and April 30, 2022, and $4.14 per share for the fiscal year ended January 28, 2023.

See accompanying Notes to Consolidated Financial Statements.

TARGET CORPORATION Q1 2023 Form 10-Q 6

FINANCIAL STATEMENTS	Table of Contents
INDEX	Index to Notes

INDEX TO NOTES
Notes to Consolidated Financial Statements		8
Note 1	Accounting Policies	8
Note 2	Revenue	9
Note 3	Fair Value Measurements	10
Note 4	Supplier Finance Programs	10
Note 5	Commercial Paper and Long-Term Debt	10
Note 6	Derivative Financial Instruments	11
Note 7	Share Repurchase	12
Note 8	Pension Benefits	12
Note 9	Accumulated Other Comprehensive Income (Loss)	12

TARGET CORPORATION Q1 2023 Form 10-Q 7

FINANCIAL STATEMENTS	Table of Contents
NOTES	Index to Notes

Notes to Consolidated Financial Statements (unaudited)

1. Accounting Policies

These unaudited condensed consolidated financial statements are prepared in accordance with the rules and regulations of the Securities and Exchange Commission applicable to interim financial statements. While these statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information 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 conjunction with the financial statement disclosures in our most recent Form 10-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 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 revenues, expenses, earnings, and cash flows are not necessarily indicative of the results that may be expected for the full year.

TARGET CORPORATION Q1 2023 Form 10-Q 8

FINANCIAL STATEMENTS	Table of Contents
NOTES	Index to Notes

2. Revenue

Merchandise sales represent the vast majority of our revenues. We also earn revenues from a variety of other sources, most notably credit card profit-sharing income from our arrangement with TD Bank Group (TD).

Revenue	Three Months Ended
(millions)	April 29, 2023		April 30, 2022
Apparel & accessories (a)	$	3,967	$	4,239
Beauty & household essentials (b)	7,682		7,053
Food & beverage (c)	5,997		5,505
Hardlines (d)	3,391		3,713
Home furnishings & décor (e)	3,855		4,271
Other	56		49
Sales	24,948		24,830
Credit card profit sharing	174		185
Other	200		155
Other revenue	374		340
Total revenue	$	25,322	$	25,170

(a)Includes apparel for women, men, boys, girls, toddlers, infants and newborns, as well as jewelry, accessories, and shoes.

(b)Includes beauty and personal care, baby gear, cleaning, paper products, and pet supplies.

(c)Includes dry grocery, dairy, frozen food, beverages, candy, snacks, deli, bakery, meat, produce, and food service in our stores.

(d)Includes electronics (including video game hardware and software), toys, entertainment, sporting goods, and luggage.

(e)Includes furniture, lighting, storage, kitchenware, small appliances, home décor, bed and bath, home improvement, school/office supplies, greeting cards and 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 revenue and are recorded upon delivery to the guest or upon guest pickup at the store. Sales are recognized net of expected returns, which we estimate using historical return patterns and our expectation of future returns. As of April 29, 2023, January 28, 2023, and April 30, 2022, the accrual for estimated returns was $206 million, $174 million, and $204 million, respectively.

Revenue from Target gift card sales is recognized upon gift card redemption, which is typically within one year of issuance.

Gift Card Liability Activity	January 28, 2023		Gift Cards Issued During Current Period But Not Redeemed (b)		Revenue Recognized From Beginning Liability		April 29, 2023
(millions)
Gift card liability (a)	$	1,240	$	268	$	(481)	$	1,027

(a)Included in Accrued and Other Current Liabilities.

(b)Net of estimated breakage.

Other Revenue

Credit card profit sharing — We receive payments under a credit card program agreement with TD. Under the agreement, we receive a percentage of the profits generated by the Target Credit Card and Target MasterCard receivables in exchange for performing account servicing and primary marketing functions. TD underwrites, funds, and owns Target Credit Card and Target MasterCard receivables, controls risk management policies, and oversees regulatory compliance.

TARGET CORPORATION Q1 2023 Form 10-Q 9

FINANCIAL STATEMENTS	Table of Contents
NOTES	Index to Notes

Other — Includes advertising revenue, Shipt membership and service revenues, commissions earned on third-party sales through Target.com, rental income, and other miscellaneous revenues.

3. Fair Value Measurements

Fair value measurements are reported in one of three levels reflecting the significant inputs used to determine fair value.

 

Financial Instruments Measured On a Recurring Basis			Fair Value
(millions)	Classification	Measurement Level	April 29, 2023		January 28, 2023		April 30, 2022
Assets
Short-term investments	Cash and Cash Equivalents	Level 1	$	408	$	1,343	$	182
Prepaid forward contracts	Other Current Assets	Level 1	25		27		37
Interest rate swaps	Other Current Assets	Level 2	—		—		41
Interest rate swaps	Other Noncurrent Assets	Level 2	7		7		292
Liabilities
Interest rate swaps	Other Noncurrent Liabilities	Level 2	72		81		27

Significant Financial Instruments Not Measured at Fair Value (a) (millions)	April 29, 2023				January 28, 2023				April 30, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion (b)	$	14,144	$	13,672	$	14,141	$	13,688	$	11,549	$	11,466

(a)The carrying amounts of certain other current assets, commercial paper, accounts payable, and certain accrued and other current liabilities approximate fair value due to their short-term nature.

(b)The fair value of debt is generally measured using a discounted cash flow analysis based on current market interest rates for the same or similar types of financial instruments and would be classified as Level 2. These amounts exclude commercial paper, fair value hedge adjustments, and lease liabilities.

4. Supplier Finance Programs

We have arrangements with several financial institutions to act as our paying agents to certain vendors. The arrangements also permit the financial institutions to provide vendors with an option, at our vendors' sole discretion, to sell their receivables from Target to the financial institutions. A vendor’s election to receive early payment at a discounted amount from the financial institutions does not change the amount that we must remit to the financial institutions or our payment date, which is up to 120 days from the invoice date.

We do not pay any fees or pledge any security to these financial institutions under these arrangements. The arrangements can be terminated by either party with notice ranging up to 120 days.

Our outstanding vendor obligations eligible for early payment under these arrangements totaled $3.3 billion, $3.4 billion, and $4.4 billion as of April 29, 2023, January 28, 2023, and April 30, 2022, respectively, and are included within Accounts Payable on our Consolidated Statements of Financial Position. Our outstanding vendor obligations do not represent actual receivables sold by our vendors to the financial institutions, which may be lower.

5. Commercial Paper and Long-Term Debt

We obtain short-term financing from time to time under our commercial paper program. For the three months ended April 29, 2023 and April 30, 2022, the maximum amounts outstanding were $90 million and $1.1 billion, respectively, and the average daily amounts outstanding were $2 million and $291 million, respectively, at a weighted average annual interest rate of 4.8 percent and 0.4 percent, respectively. As of April 29, 2023 and April 30, 2022, $90 million and $945 million, respectively, were outstanding and are classified within Current Portion of Long-Term Debt and Other Borrowings on our Consolidated Statements of Financial Position.

TARGET CORPORATION Q1 2023 Form 10-Q 10

FINANCIAL STATEMENTS	Table of Contents
NOTES	Index to Notes

6. Derivative Financial Instruments

Our derivative instruments consist of interest rate swaps used to mitigate interest rate risk. As a result, we have counterparty credit exposure to large global financial institutions, which we monitor on an ongoing basis. Note 3 to the Consolidated Financial Statements provides the fair value and classification of these instruments.

We were party to interest rate swaps with notional amounts totaling $2.45 billion as of April 29, 2023 and January 28, 2023, and $1.50 billion as of April 30, 2022. We pay a floating rate and receive a fixed rate under each of these agreements. All of the agreements are designated as fair value hedges, and all were considered to be perfectly effective under the shortcut method during the three months ended April 29, 2023 and April 30, 2022.

During the first quarter of 2023, we amended certain of our interest rate swaps, with notional amounts totaling $1.25 billion, to replace the London Interbank Offered Rate (LIBOR) with the daily Secured Overnight Financing Rate (SOFR) as part of our planned reference rate reform activities. These amendments did 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 $2.15 billion as of April 30, 2022. During 2022, we terminated all remaining forward-starting interest rate swap agreements. The resulting gains upon termination were recorded in Accumulated Other 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 (millions)	April 29, 2023		January 28, 2023		April 30, 2022
Long-term debt and other borrowings
Carrying amount of hedged debt	$	2,376	$	2,366	$	1,468
Cumulative hedging adjustments, included in carrying amount	(65)		(74)		(27)

Effect of Hedges on Net Interest Expense	Three Months Ended
(millions)	April 29, 2023		April 30, 2022
Gain (loss) on fair value hedges recognized in Net Interest Expense
Interest rate swap designated as fair value hedges	$	9	$	(104)
Hedged debt	(9)		104
Gain on cash flow hedges recognized in Net Interest Expense	6		—
Total	$	6	$	—

TARGET CORPORATION Q1 2023 Form 10-Q 11

FINANCIAL STATEMENTS	Table of Contents
NOTES	Index to Notes

7. Share Repurchase

We periodically repurchase shares of our common stock under a board-authorized repurchase program through a combination of open market transactions, accelerated share repurchase (ASR) arrangements, and other privately negotiated transactions with financial institutions. We did not repurchase any of our shares during the three months ended April 29, 2023.

Share Repurchase Activity	Three Months Ended
(millions, except per share data)	April 29, 2023		April 30, 2022
Number of shares purchased	—		0.1
Average price paid per share	$	—	$	208.60
Total investment	$	—	$	10

Note: This table excludes activity related to the ASR arrangement described below because final settlement had not occurred as of April 30, 2022.

During the first quarter of 2022, we entered into an ASR arrangement to repurchase up to $2.75 billion of our common stock. Under the agreement, we paid $2.75 billion and received an initial delivery of 8.9 million shares, which were retired, resulting in a $2.0 billion reduction to Retained Earnings. As of April 30, 2022, $751 million was included in the Consolidated Statement of Financial Position as a reduction to Additional Paid-in Capital. Final settlement occurred during the second quarter of 2022. In total, under the ASR arrangement, we repurchased 12.5 million shares for a total cash investment of $2.6 billion.

8. Pension Benefits

We provide pension plan benefits to eligible team members.

Net Pension Benefits Expense		Three Months Ended
(millions)	Classification	April 29, 2023		April 30, 2022
Service cost benefits earned	SG&A	$	20	$	23
Interest cost on projected benefit obligation	Net Other Income	41		29
Expected return on assets	Net Other Income	(67)		(59)
Amortization of losses	Net Other Income	—		15
Prior service cost	Net Other Income	3		—
Total		$	(3)	$	8

9. Accumulated Other Comprehensive Income (Loss)

 

Change in Accumulated Other Comprehensive Income (Loss)	Cash Flow Hedges		Currency Translation Adjustment		Pension		Total
(millions)
January 28, 2023	$	300	$	(23)	$	(696)	$	(419)
Other comprehensive income (loss) before reclassifications, net of tax	—		—		—		—
Amounts reclassified from AOCI, net of tax	(5)		—		2		(3)
April 29, 2023	$	295	$	(23)	$	(694)	$	(422)

TARGET CORPORATION Q1 2023 Form 10-Q 12

MANAGEMENT'S DISCUSSION AND ANALYSIS	Table of Contents
FINANCIAL SUMMARY	Index to Notes

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

Financial Summary

First quarter 2023 included the following notable items:

•GAAP and Adjusted diluted earnings per share were $2.05.

•Total revenue was $25.3 billion, an increase of 0.6 percent, reflecting total sales growth of 0.5 percent and a 10.2 percent increase in other 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 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 for additional information.

Cash flow provided by operating activities was $1.3 billion for the three months ended April 29, 2023, compared with $(1.4) billion cash flow required for operating activities for the three months ended April 30, 2022. The drivers of the operating cash flow increase are described on page 20.

Earnings Per Share	Three Months Ended
	April 29, 2023		April 30, 2022		Change
GAAP diluted earnings per share	$	2.05	$	2.16	(4.8)	%
Adjustments	—		0.03
Adjusted 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 believes that Adjusted EPS is useful in providing period-to-period comparisons of the results of our operations. A reconciliation of non-GAAP financial measures to GAAP measures is provided on page 18.

We report after-tax return on invested capital (ROIC) because we believe ROIC provides a meaningful measure of our capital allocation effectiveness over time. For the trailing twelve months ended April 29, 2023, after-tax ROIC was 11.4 percent, compared with 25.3 percent for the trailing twelve months ended April 30, 2022. The calculation of ROIC is provided on page 19.

Business Environment

During the first quarter of 2023, sales growth in our Frequency categories (Beauty & Household Essentials and Food & Beverage) was offset by 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 and strategies we employed to align inventories 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 capital investment. In addition, we experienced a significant decrease in freight 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 higher shrink rates at certain stores. We believe that this trend is pervasive across the retail industry. Increased shrink has had, and if current trends persist 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 Q1 2023 Form 10-Q 13

MANAGEMENT'S DISCUSSION AND ANALYSIS	Table of Contents
ANALYSIS OF RESULTS OF OPERATIONS

Analysis of Results of Operations

Summary of Operating Income	Three Months Ended
(dollars in millions)	April 29, 2023		April 30, 2022		Change
Sales	$	24,948	$	24,830	0.5	%
Other revenue	374		340		10.2
Total revenue	25,322		25,170		0.6
Cost of sales	18,386		18,461		(0.4)
Selling, general and administrative expenses	5,025		4,762		5.5
Depreciation and amortization (exclusive of depreciation included in cost of sales)	583		601		(3.0)
Operating income	$	1,328	$	1,346	(1.4)	%

Rate Analysis	Three Months Ended
	April 29, 2023		April 30, 2022
Gross margin rate	26.3	%	25.7	%
SG&A expense rate	19.8		18.9
Depreciation and amortization expense rate (exclusive of depreciation included in cost of sales)	2.3		2.4
Operating income margin rate	5.2		5.3

Note: Gross margin rate is calculated as gross margin (sales less cost of sales) divided by sales. All other rates are calculated by dividing the applicable amount by total revenue.

Sales

Sales include all merchandise sales, net of expected returns, and our estimate of gift card breakage. We use comparable sales to evaluate the performance of our stores and digital channel sales by measuring the change in sales for a period over the comparable prior-year period of equivalent length. Comparable sales include all sales, except sales from stores open less than 13 months, digital acquisitions we have owned less than 13 months, stores that have been closed, and digital acquisitions that we no longer operate. Comparable sales measures vary across the retail industry. As a result, our comparable sales calculation is not necessarily comparable to similarly titled measures reported by other companies. Digitally originated sales include all sales initiated through mobile applications and our websites. Our stores fulfill the majority of digitally originated sales, including shipment from stores to guests, store Order Pickup or Drive Up, and delivery via Shipt. Digitally originated sales may also be fulfilled through our distribution centers, our vendors, or other third parties.

Sales growth—from both comparable sales and new stores—represents an important driver of our long-term profitability. We expect that comparable sales growth will drive the majority of our total sales growth. We believe that our ability to successfully differentiate our guests’ shopping 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 the amount spent each visit (average transaction amount).

Comparable Sales	Three Months Ended
	April 29, 2023		April 30, 2022
Comparable sales change	0.0	%	3.3	%
Drivers of change in comparable sales
Number of transactions (traffic)	0.9		3.9
Average transaction amount	(0.9)		(0.6)

TARGET CORPORATION Q1 2023 Form 10-Q 14

MANAGEMENT'S DISCUSSION AND ANALYSIS	Table of Contents
ANALYSIS OF RESULTS OF OPERATIONS

Comparable Sales by Channel	Three Months Ended
	April 29, 2023		April 30, 2022
Stores originated comparable sales change	0.7	%	3.4	%
Digitally originated comparable sales change	(3.4)		3.2

Sales by Channel	Three Months Ended
	April 29, 2023		April 30, 2022
Stores originated	82.5	%	81.8	%
Digitally originated	17.5		18.2
Total	100	%	100	%

Sales by Fulfillment Channel	Three Months Ended
	April 29, 2023		April 30, 2022
Stores	97.2	%	96.5	%
Other	2.8		3.5
Total	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 Shipt.

Sales by Product Category	Three Months Ended
	April 29, 2023		April 30, 2022
Apparel & accessories	16	%	17	%
Beauty & household essentials	31		29
Food & beverage	24		22
Hardlines	14		15
Home furnishings & décor	15		17
Total	100	%	100	%

Note 2 to the Financial Statements provides additional product category sales information. The collective interaction of a broad array of macroeconomic, competitive, and consumer behavioral factors, as well as sales mix and the transfer of sales to new stores, makes further analysis of sales metrics infeasible.

We monitor the percentage of purchases that are paid for using RedCards (RedCard Penetration) because our internal analysis has indicated that a meaningful portion of the incremental purchases on RedCards are also incremental sales for Target. Guests receive a 5 percent discount on virtually all purchases when they use a RedCard at Target. For the three months ended April 29, 2023 and April 30, 2022, total RedCard Penetration was 19.0 percent and 20.3 percent, respectively.

TARGET CORPORATION Q1 2023 Form 10-Q 15

MANAGEMENT'S DISCUSSION AND ANALYSIS	Table of Contents
ANALYSIS OF RESULTS OF OPERATIONS

Gross Margin Rate

For the three months ended April 29, 2023, our gross margin rate was 26.3 percent compared with 25.7 percent in the comparable prior-year period. The increase reflected the net impact of

•merchandising benefit, including

◦lower freight costs;

◦retail price increases; and

◦lower clearance markdown rates compared with the prior-year, which included the impact of inventory impairments and other actions;

•lower digital fulfillment costs due to a decrease in digital volume and a beneficial mix of sales fulfilled through lower-cost same-day fulfillment options; and

•higher inventory shrink.

Business Environment on page 13 provides additional information.

Selling, General, and Administrative Expense Rate

For the three months ended April 29, 2023, our SG&A expense rate was 19.8 percent compared with 18.9 percent for the comparable prior-year period. The increase reflected the net impact of cost increases across our business, including investments in team member pay and benefits.

Store Data

Change in Number of Stores	Three Months Ended
	April 29, 2023	April 30, 2022
Beginning store count	1,948	1,926
Opened	6	7
Closed	—	—
Ending store count	1,954	1,933

Number of Stores and	Number of Stores			Retail Square Feet (a)
Retail Square Feet	April 29, 2023	January 28, 2023	April 30, 2022	April 29, 2023	January 28, 2023	April 30, 2022
170,000 or more sq. ft.	274	274	274	48,985	48,985	49,071
50,000 to 169,999 sq. ft.	1,530	1,527	1,519	191,543	191,241	190,461
49,999 or less sq. ft.	150	147	140	4,465	4,358	4,147
Total	1,954	1,948	1,933	244,993	244,584	243,679

(a)In thousands; reflects total square feet less office, supply chain facilities, and vacant space.

TARGET CORPORATION Q1 2023 Form 10-Q 16

MANAGEMENT'S DISCUSSION AND ANALYSIS	Table of Contents
ANALYSIS OF RESULTS OF OPERATIONS

Other Performance Factors

Net Interest Expense

Net interest expense was $147 million for the three months ended April 29, 2023 and $112 million for the three months ended April 30, 2022. The increase in net interest expense was primarily due to higher average debt levels in addition to higher floating interest rates for the three months ended April 29, 2023 compared with the prior-year period.

Provision for Income Taxes

Our effective income tax rate for the three months ended April 29, 2023 was 21.1 percent, compared with 19.2 percent in the comparable prior-year period. The increase reflects higher discrete tax benefits in the prior-year, primarily related to share-based compensation.

TARGET CORPORATION Q1 2023 Form 10-Q 17

MANAGEMENT'S DISCUSSION AND ANALYSIS	Table of Contents
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES	Index to Notes

Reconciliation of Non-GAAP Financial Measures to GAAP Measures

To provide additional transparency, we have disclosed non-GAAP adjusted diluted earnings per share (Adjusted EPS). This metric excludes certain items presented below. We believe this information is useful in providing period-to-period comparisons of the results of our operations. This measure is not in accordance with, or an alternative to, U.S. GAAP. The most comparable GAAP measure is diluted earnings per share. Adjusted EPS should not be considered in isolation or as a substitution for analysis of our results as reported in accordance with GAAP. Other companies may calculate Adjusted EPS differently, limiting the usefulness of the measure for comparisons with other companies.

Reconciliation of Non-GAAP Adjusted EPS	Three Months Ended
	April 29, 2023						April 30, 2022
(millions, except per share data)	Pretax		Net of Tax		Per Share		Pretax		Net of Tax		Per Share
GAAP diluted earnings per share					$	2.05					$	2.16
Adjustments
Other (a)	$	—	$	—	$	—	$	20	$	15	$	0.03
Adjusted diluted earnings per share					$	2.05					$	2.19

(a)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, and amortization (EBITDA) are non-GAAP financial measures. We believe these measures provide meaningful information about our operational efficiency compared with our competitors by excluding the impact of differences in tax jurisdictions and structures, debt levels, and, for EBITDA, capital investment. These measures are not in accordance with, or an alternative to, GAAP. The most comparable GAAP measure is net earnings. EBIT and EBITDA should not be considered in isolation or as a substitution for analysis of our results as reported in accordance with GAAP. Other companies may calculate EBIT and EBITDA differently, limiting the usefulness of the measures for comparisons with other companies.

EBIT and EBITDA	Three Months Ended
(dollars in millions)	April 29, 2023		April 30, 2022		Change
Net earnings	$	950	$	1,009	(5.8)	%
+ Provision for income taxes	254		240		6.0
+ Net interest expense	147		112		31.2
EBIT	$	1,351	$	1,361	(0.7)	%
+ Total depreciation and amortization (a)	667		679		(1.8)
EBITDA	$	2,018	$	2,040	(1.1)	%

(a)Represents total depreciation and amortization, including amounts classified within Depreciation and Amortization and within Cost of Sales.

TARGET CORPORATION Q1 2023 Form 10-Q 18

MANAGEMENT'S DISCUSSION AND ANALYSIS	Table of Contents
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES	Index to Notes

We have also disclosed after-tax ROIC, which is a ratio based on GAAP information, with the exception of the add-back of operating lease interest to operating income. We believe this metric is useful in assessing the effectiveness of our capital allocation over time. Other companies may calculate ROIC differently, limiting the usefulness of the measure for comparisons with other companies.

After-Tax Return on Invested Capital
(dollars in millions)
	Trailing Twelve Months
Numerator	April 29, 2023		April 30, 2022
Operating income	$	3,830	$	7,918
+ Net other income	57		55
EBIT	3,887		7,973
+ Operating lease interest (a)	96		87
- Income taxes (b)	770		1,804
Net operating profit after taxes	$	3,213	$	6,256

Denominator	April 29, 2023			April 30, 2022			May 1, 2021
Current portion of long-term debt and other borrowings	$	200		$	1,089		$	1,173
+ Noncurrent portion of long-term debt	16,010			13,379			11,509
+ Shareholders' investment	11,605			10,774			14,959
+ Operating lease liabilities (c)	2,921			2,854			2,563
- Cash and cash equivalents	1,321			1,112			7,816
Invested capital	$	29,415		$	26,984		$	22,388
Average invested capital (d)	$	28,199		$	24,686
After-tax return on invested capital	11.4		%	25.3		%

(a)Represents the add-back to operating income driven by the hypothetical interest expense we would incur if the property under our operating leases were owned or accounted for as finance leases. Calculated using the discount rate for each lease and recorded as a component of rent expense within SG&A. Operating lease interest is added back to operating income in the ROIC calculation to control for differences in capital structure between us and our competitors.

(b)Calculated using the effective tax rates, which were 19.3 percent and 22.4 percent for the trailing twelve months ended April 29, 2023 and April 30, 2022, respectively. For the trailing twelve months ended April 29, 2023 and April 30, 2022, includes tax effect of $0.8 billion and $1.8 billion, respectively, related to EBIT and $18 million and $19 million, respectively, related to operating lease interest.

(c)Total short-term and long-term operating lease liabilities included within Accrued and Other Current Liabilities and Noncurrent Operating Lease Liabilities, respectively.

(d)Average based on the invested capital at the end of the current period and the invested capital at the end of the comparable prior period.

TARGET CORPORATION Q1 2023 Form 10-Q 19

MANAGEMENT'S DISCUSSION AND ANALYSIS	Table of Contents
ANALYSIS OF FINANCIAL CONDITION	Index to Notes

Analysis of Financial Condition

Liquidity and Capital Resources

Capital Allocation

We follow a disciplined and balanced approach to capital allocation based on the following priorities, ranked in order of importance: first, we fully invest in opportunities to profitably grow our business, create sustainable long-term value, and maintain our current operations and assets; second, we maintain a competitive quarterly dividend and seek to grow it annually; and finally, we return any excess cash to shareholders by repurchasing shares within the limits of our credit rating goals.

Our cash and cash equivalents balance was $1.3 billion, $2.2 billion, and $1.1 billion as of April 29, 2023, January 28, 2023, and April 30, 2022, respectively. Our cash and cash equivalents balance included short-term investments of $408 million, $1.3 billion, and $182 million as of April 29, 2023, January 28, 2023, and April 30, 2022, respectively. Our investment policy is designed to preserve principal and liquidity of our short-term investments. This policy allows investments in large money market funds or in highly rated direct short-term instruments that mature in 60 days or less. We also place dollar limits on our investments in individual funds or instruments.

Operating Cash Flows

Cash flows provided by operating activities were $1.3 billion for the three months ended April 29, 2023, compared with $(1.4) billion of cash flows required for operating activities for the three months ended April 30, 2022. For the three months ended April 29, 2023, operating cash flows increased as a result of an improvement in working capital, including lower inventory levels, compared with the three months ended April 30, 2022.

Inventory

Inventory was $12.6 billion as of April 29, 2023, compared with $13.5 billion and $15.1 billion at January 28, 2023 and April 30, 2022, respectively. The decrease over the balance as of April 30, 2022 primarily reflects actions taken to align inventory levels with sales trends, as well as improvements in the supply chain that reduced in-transit inventory.

The Business Environment section on page 13 provides additional information.

Investing Cash Flows

Investing cash flows included capital investments of $1.6 billion and $1.0 billion for the three months ended April 29, 2023 and April 30, 2022, respectively. The increase primarily reflects real estate acquisitions for new store and supply chain sites and timing of remodel activity.

Dividends

We paid dividends totaling $497 million ($1.08 per share) for the three months ended April 29, 2023, and $424 million ($0.90 per share) for the three months ended April 30, 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 percent. We have paid dividends every quarter since our 1967 initial public offering, and it is our intent to continue to do so in the future.

Share Repurchase

We did not repurchase any shares during the three months ended April 29, 2023. See Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds of this Quarterly Report on Form 10-Q and Note 7 to the Financial Statements for more information.

TARGET CORPORATION Q1 2023 Form 10-Q 20

MANAGEMENT'S DISCUSSION AND ANALYSIS	Table of Contents
ANALYSIS OF FINANCIAL CONDITION	Index to Notes

Financing

Our financing strategy is to ensure liquidity and access to capital markets, to maintain a balanced spectrum of debt maturities, and to manage our net exposure to floating interest rate volatility. Within these parameters, we seek to minimize our borrowing costs. Our ability to access the long-term debt and commercial paper markets has provided us with ample sources of liquidity. Our continued access to these markets depends on multiple factors, including the condition of debt capital markets, our operating performance, and maintaining strong credit ratings. As of April 29, 2023, our credit ratings were as follows:

Credit Ratings	Moody’s	Standard and Poor’s	Fitch
Long-term debt	A2	A	A
Commercial paper	P-1	A-1	F1

If our credit ratings were lowered, our ability to access the debt markets, our cost of funds, and other terms for new debt issuances could be adversely impacted. Each of the credit rating agencies reviews its rating periodically, and there is no guarantee our current credit ratings will remain the same as described above.

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 October 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 April 29, 2023 and April 30, 2022, respectively. Note 5 to the Financial 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, our credit facilities also contain a debt leverage covenant. We are, and expect to remain, in compliance with these covenants. Additionally, as of April 29, 2023, no notes or debentures contained provisions requiring acceleration of payment upon a credit rating downgrade, except that certain outstanding notes allow the note holders to put the notes to us if within a matter of months of each other we experience both (i) a change in control and (ii) our long-term credit ratings are either reduced and the resulting rating is non-investment grade, or our long-term credit ratings are placed on watch for possible reduction and those ratings are subsequently reduced and the resulting rating is non-investment grade.

We believe our sources of liquidity, namely operating cash flows, credit facility capacity, and access to capital markets, will continue to be adequate to meet our contractual obligations, working capital and planned capital expenditures, finance anticipated expansion and strategic initiatives, fund debt maturities, pay dividends, and execute purchases under our share repurchase program for the foreseeable future.

New Accounting Pronouncements

We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements.

TARGET CORPORATION Q1 2023 Form 10-Q 21

MANAGEMENT'S DISCUSSION AND ANALYSIS & SUPPLEMENTAL INFORMATION	Table of Contents
FORWARD LOOKING STATEMENTS & CONTROLS AND PROCEDURES	Index to Notes

Forward-Looking Statements

This report contains forward-looking statements, which are based on our current assumptions and expectations. These statements are typically accompanied by the words “expect,” “may,” “could,” “believe,” “would,” “might,” “anticipates,” or similar words. The principal forward-looking statements in this report include: our financial performance, statements regarding the adequacy of and costs associated with our sources of liquidity, the funding of debt maturities, the execution of our share repurchase program, our expected capital expenditures and new lease commitments, the expected compliance with debt covenants, the expected impact of new accounting pronouncements, our intentions 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.

All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. Although we believe there is a reasonable basis for the forward-looking statements, our actual results could be materially different. The most important factors which could cause our actual results to differ from our forward-looking statements are set forth in our description of risk factors included in Part I, Item 1A, Risk Factors of our Form 10-K for the fiscal year ended January 28, 2023, which should be read in conjunction with the forward-looking statements in this report. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There 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 our Form 10-K for the fiscal year ended January 28, 2023.

Item 4. Controls and Procedures

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there were no changes which materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report, we conducted an evaluation, under supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (Exchange Act). Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level. Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

TARGET CORPORATION Q1 2023 Form 10-Q 22

SUPPLEMENTAL INFORMATION	Table of Contents
	Index to Notes

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On March 29, 2023, Target Corporation and certain of its officers were named as defendants in a purported federal securities law class action filed in the United States District Court for the District of Minnesota. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities 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 Target common stock between August 18, 2021 and May 17, 2022. The plaintiff seeks damages and other relief, including attorneys’ fees, based on allegations that the defendants misled investors about Target’s business model, strategy, and inventory and that such conduct affected the value of Target common stock. Target intends to vigorously defend this lawsuit.

Item 1A. Risk Factors

There 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 ended January 28, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On August 11, 2021, our Board of Directors authorized a $15 billion share repurchase program with no stated expiration. Under the program, we have repurchased 23.8 million shares of common stock at an average price of $223.52, for a total investment of $5.3 billion. As of April 29, 2023, the dollar value of shares that may yet be purchased under the program is $9.7 billion. There were no Target common stock purchases made during the three months ended April 29, 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 Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

TARGET CORPORATION Q1 2023 Form 10-Q 23

SUPPLEMENTAL INFORMATION	Table of Contents
	Index to Notes

Item 6. Exhibits

3.1		Amended and Restated Articles of Incorporation of Target Corporation (as amended through June 9, 2010) (filed as Exhibit (3)A to Target's Current Report on Form 8-K on June 10, 2010 and incorporated herein by reference).
3.2		Bylaws of Target Corporation (as amended and restated through January 11, 2023) (filed as Exhibit 3.2 to Target's Current Report on Form 8-K on January 12, 2023 and incorporated herein by reference).
10.21.4	** +	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 Section 302 of the Sarbanes-Oxley Act of 2002
31.2	**	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	***	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	***	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	**	Inline XBRL Instance Document
101.SCH	**	Inline XBRL Taxonomy Extension Schema Document
101.CAL	**	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	**	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	**	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	**	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	**	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 Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

TARGET CORPORATION Q1 2023 Form 10-Q 24

SUPPLEMENTAL INFORMATION	Table of Contents
	Index to Notes

SIGNATURES

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

 

	TARGET CORPORATION
Dated: May 26, 2023	By:	/s/ Michael J. Fiddelke
			Michael J. Fiddelke
			Executive Vice President and
			Chief Financial Officer
			(Duly Authorized Officer and
			Principal Financial Officer)
		/s/ Matthew A. Liegel
			Matthew A. Liegel
			Senior Vice President, Chief Accounting Officer
			and Controller

TARGET CORPORATION Q1 2023 Form 10-Q 25

EX-10.21 4

EXHIBIT 10.21.4

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

EXECUTION VERSION

March 8, 2023

Target Corporation

Financial and Retail Services

7000 Target Parkway North

Brooklyn Park, MN 55445-4301

Attn: President

With copy to: Director Counsel, Payments

Re:    One-Time Carryover of Program Enhancement Amount

This letter agreement (the "Letter") sets forth an agreement of the parties with respect to the First Amendment to the Credit Card Program Agreement1 dated February 24, 2015 (the "First Amendment"), by and between Target Corporation, Target Enterprise, Inc., (collectively, "Target") and TD Bank USA, N.A. ("TD"). Target and TD may be collectively referred to herein as the "parties" or individually as a "party". Capitalized terms not defined in this Letter have the meanings given to them in the Agreement.

Pursuant to Article 2.2. of the First Amendment, if and to the extent less than the entire Annual Program Enhancement Amount has been spent in a Reference Year, any funds remaining for such Reference Year shall be retained by Bank and shall 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 2022 Annual Program Enhancement Amount shall be carried forward to be spent in the 2023 Reference Year. The parties agree that the remaining amount is $[***] (the “Carryover Amount”). For the avoidance of doubt, the Carryover Amount will be available until March 13, 2024, and any portion remaining unspent at that time will be retained by Bank. Notwithstanding anything to the contrary set forth in the Agreement, no other Annual Program Enhancement Amount, including for the 2023 Reference 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 effect as set forth in the Agreement. The Agreement, as amended by this Letter and prior amendments, constitutes the entire understanding of the parties with

1 That certain Credit Card Program Agreement dated October 22, 2012, and cumulatively and as otherwise amended from time to time, shall herein be defined as the "Agreement."

        Page 1 of 3

EXECUTION VERSION

respect 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 which shall constitute an original, but all of which, when taken together, shall constitute but one agreement. Please review this Letter and indicate your acceptance of these terms and provisions by having your duly authorized representative sign below.

Sincerely,

TD Bank USA N A

/s/ David Swift            

By:    David Swift

Title: VP Head of Partnership Programs

Page 2 of 3

EXECUTION VERSION

ACKNOWLEDGED AND AGREED:

Target Corporation

/s/ Efrain P. Irizarry                

By:    Efrain P. Irizarry

Title: Vice President Financial Products & Services

Target Enterprise, Inc.

/s/ Gemma Kubat                

By:    Gemma Kubat

Title: SVP & President, Financial & Retail Services

Page 3 of 3

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Certifications

I, Brian C. Cornell, certify that:

1.I have reviewed this Quarterly Report on Form 10-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 fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with 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 material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-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 under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known 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 designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 26, 2023

/s/ Brian C. Cornell

Brian C. Cornell

Chair of the Board and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Certifications

I, Michael J. Fiddelke, certify that:

1.I have reviewed this Quarterly Report on Form 10-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 fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with 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 material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-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 under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known 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 designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 26, 2023

/s/ Michael J. Fiddelke

Michael J. Fiddelke

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Target Corporation, a Minnesota corporation (“the Company”), for the quarter ended April 29, 2023, as filed with the Securities and Exchange Commission on the date hereof (“the Report”), the undersigned officer of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the officer's knowledge:

1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 26, 2023

/s/ Brian C. Cornell

Brian C. Cornell

Chair of the Board and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Target Corporation, a Minnesota corporation (“the Company”), for the quarter ended April 29, 2023, as filed with the Securities and Exchange Commission on the date hereof (“the Report”), the undersigned officer of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the officer's knowledge:

1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 26, 2023

/s/ Michael J. Fiddelke

Michael J. Fiddelke

Executive Vice President and Chief Financial Officer

XML

Cover Page - shares	3 Months Ended
	Apr. 29, 2023	May 19, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Apr. 29, 2023
Document Transition Report	false
Entity File Number	1-6049
Entity Registrant Name	TARGET CORPORATION
Entity Incorporation, State or Country Code	MN
Entity Tax Identification Number	41-0215170
Entity Address, Address Line One	1000 Nicollet Mall
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55403
City Area Code	612
Local Phone Number	304-6073
Title of 12(b) Security	Common stock, par value $0.0833 per share
Trading Symbol	TGT
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		461,559,612
Entity Central Index Key	0000027419
Amendment Flag	false
Current Fiscal Year End Date	--02-03
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1

XML

Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Apr. 29, 2023	Apr. 30, 2022
Revenue	$ 25,322	$ 25,170
Cost of sales	18,386	18,461
Selling, general and administrative expenses	5,025	4,762
Depreciation and amortization (exclusive of depreciation included in cost of sales)	583	601
Operating income	1,328	1,346
Net interest expense	147	112
Net other income	(23)	(15)
Earnings before income taxes	1,204	1,249
Provision for income taxes	254	240
Net earnings	$ 950	$ 1,009
Basic earnings per share (in dollars per share)	$ 2.06	$ 2.17
Diluted earnings per share (in dollars per share)	$ 2.05	$ 2.16
Weighted average common shares outstanding
Basic (in shares)	460.9	464.0
Diluted (in shares)	462.9	467.8
Antidilutive shares (in shares)	1.2	0.0
Sales
Revenue	$ 24,948	$ 24,830
Other revenue
Revenue	$ 374	$ 340

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended
	Apr. 29, 2023	Apr. 30, 2022
Statement of Comprehensive Income [Abstract]
Net earnings	$ 950	$ 1,009
Other comprehensive income, net of tax
Pension benefit liabilities	2	11
Cash flow hedges and currency translation adjustment	(5)	190
Other comprehensive income	(3)	201
Comprehensive income	$ 947	$ 1,210

XML

Consolidated Statements of Financial Position - USD ($) $ in Millions	Apr. 29, 2023	Jan. 28, 2023	Apr. 30, 2022
Assets
Cash and cash equivalents	$ 1,321	$ 2,229	$ 1,112
Inventory	12,616	13,499	15,083
Other current assets	1,836	2,118	1,758
Total current assets	15,773	17,846	17,953
Property and equipment
Land	6,493	6,231	6,164
Buildings and improvements	35,198	34,746	33,300
Fixtures and equipment	7,473	7,439	6,459
Computer hardware and software	3,067	3,039	2,588
Construction-in-progress	2,822	2,688	1,444
Accumulated depreciation	(22,657)	(22,631)	(21,285)
Property and equipment, net	32,396	31,512	28,670
Operating lease assets	2,640	2,657	2,571
Other noncurrent assets	1,341	1,320	1,648
Total assets	52,150	53,335	50,842
Liabilities and shareholders’ investment
Accounts payable	11,935	13,487	14,053
Accrued and other current liabilities	5,732	5,883	5,582
Current portion of long-term debt and other borrowings	200	130	1,089
Total current liabilities	17,867	19,500	20,724
Long-term debt and other borrowings	16,010	16,009	13,379
Noncurrent operating lease liabilities	2,621	2,638	2,581
Deferred income taxes	2,289	2,196	1,752
Other noncurrent liabilities	1,758	1,760	1,632
Total noncurrent liabilities	22,678	22,603	19,344
Shareholders’ investment
Common stock	38	38	39
Additional paid-in capital	6,541	6,608	5,592
Retained earnings	5,448	5,005	5,495
Accumulated other comprehensive loss	(422)	(419)	(352)
Total shareholders’ investment	11,605	11,232	10,774
Total liabilities and shareholders’ investment	$ 52,150	$ 53,335	$ 50,842

XML

Consolidated Statements of Financial Position (Parenthetical) - $ / shares	Apr. 29, 2023	Jan. 28, 2023	Apr. 30, 2022
Statement of Financial Position [Abstract]
Common stock, shares authorized (in shares)	6,000,000,000	6,000,000,000	6,000,000,000
Common stock, par value (in dollars per share)	$ 0.0833	$ 0.0833	$ 0.0833
Common stock, shares issued (in shares)	461,552,843	460,346,947	463,683,711
Common stock, shares outstanding (in shares)	461,552,843	460,346,947	463,683,711
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000	5,000,000
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Preferred stock, shares issued (in shares)	0	0	0
Preferred stock, shares outstanding (in shares)	0	0	0

XML

Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Apr. 29, 2023	Jan. 28, 2023	Jul. 30, 2022	Apr. 30, 2022
Operating activities
Net earnings	$ 950	$ 876	$ 183	$ 1,009
Adjustments to reconcile net earnings to cash provided by operating activities:
Depreciation and amortization	667			679
Share-based compensation expense	43			83
Deferred income taxes	95			115
Noncash losses / (gains) and other, net	(11)			52
Changes in operating accounts:
Inventory	883			(1,181)
Other assets	34			(86)
Accounts payable	(1,463)			(1,560)
Accrued and other liabilities	67			(505)
Cash provided by (required for) operating activities	1,265			(1,394)
Investing activities
Expenditures for property and equipment	(1,605)			(952)
Proceeds from disposal of property and equipment	2			2
Other investments	1			2
Cash required for investing activities	(1,602)			(948)
Financing activities
Change in commercial paper, net	90			945
Reductions of long-term debt	(46)			(48)
Dividends paid	(497)			(424)
Repurchase of stock	0			(10)
Accelerated share repurchase pending final settlement	0			(2,750)
Shares withheld for taxes on share-based compensation	(118)			(171)
Stock option exercises	0			1
Cash required for financing activities	(571)			(2,457)
Net decrease in cash and cash equivalents	(908)			(4,799)
Cash and cash equivalents at beginning of period	2,229		$ 1,112	5,911
Cash and cash equivalents at end of period	1,321	$ 2,229		1,112
Supplemental information
Leased assets obtained in exchange for new finance lease liabilities	15			62
Leased assets obtained in exchange for new operating lease liabilities	$ 54			$ 59

XML

Consolidated Statements of Shareholders' Investment - USD ($) $ in Millions	3 Months Ended
	Apr. 29, 2023	Jan. 28, 2023	Oct. 29, 2022	Jul. 30, 2022	Apr. 30, 2022
Increase (Decrease) in Shareholders' Investment
Beginning balance (in shares)	460,346,947			463,683,711
Beginning balance	$ 11,232	$ 11,019	$ 10,592	$ 10,774	$ 12,827
Net earnings	950	876	712	183	1,009
Other comprehensive income (loss)	(3)	(211)	161	(17)	201
Dividends declared	$ (507)	(502)	(502)	(502)	$ (426)
Repurchase of stock (in shares)	0				(100,000)
Repurchase of stock				114	$ (10)
Accelerated share repurchase pending final settlement					(2,750)
Stock options and awards	$ (67)	$ 50	56	40	$ (77)
Ending balance (in shares)	461,552,843	460,346,947			463,683,711
Ending balance	$ 11,605	$ 11,232	$ 11,019	$ 10,592	$ 10,774
Common Stock
Increase (Decrease) in Shareholders' Investment
Beginning balance (in shares)	460,300,000	460,300,000	460,200,000	463,700,000	471,300,000
Beginning balance	$ 38	$ 38	$ 38	$ 39	$ 39
Repurchase of stock (in shares)				(3,600,000)	(100,000)
Repurchase of stock				$ (1)
Accelerated share repurchase pending final settlement (in shares)					(8,900,000)
Accelerated share repurchase pending final settlement					$ (1)
Stock options and awards (in shares)	1,300,000		100,000	100,000	1,400,000
Stock options and awards					$ 1
Ending balance (in shares)	461,600,000	460,300,000	460,300,000	460,200,000	463,700,000
Ending balance	$ 38	$ 38	$ 38	$ 38	$ 39
Additional Paid-in Capital
Increase (Decrease) in Shareholders' Investment
Beginning balance	6,608	6,558	6,502	5,592	6,421
Repurchase of stock				870
Accelerated share repurchase pending final settlement					(751)
Stock options and awards	(67)	50	56	40	(78)
Ending balance	6,541	6,608	6,558	6,502	5,592
Retained Earnings
Increase (Decrease) in Shareholders' Investment
Beginning balance	5,005	4,631	4,421	5,495	6,920
Net earnings	950	876	712	183	1,009
Dividends declared	(507)	(502)	(502)	(502)	(426)
Repurchase of stock				(755)	(10)
Accelerated share repurchase pending final settlement					(1,998)
Ending balance	5,448	5,005	4,631	4,421	5,495
Accumulated Other Comprehensive (Loss)/Income
Increase (Decrease) in Shareholders' Investment
Beginning balance	(419)	(208)	(369)	(352)	(553)
Other comprehensive income (loss)	(3)	(211)	161	(17)	201
Ending balance	$ (422)	$ (419)	$ (208)	$ (369)	$ (352)

XML

Consolidated Statements of Shareholders' Investment (Parenthetical) - $ / shares	3 Months Ended		12 Months Ended
	Apr. 29, 2023	Apr. 30, 2022	Jan. 28, 2023
Statement of Stockholders' Equity [Abstract]
Dividends declared per share (in dollars per share)	$ 1.08	$ 0.90	$ 4.14

XML

Accounting Policies

3 Months Ended

Apr. 29, 2023

Accounting Policies [Abstract]

Accounting Policies

Accounting Policies

These unaudited condensed consolidated financial statements are prepared in accordance with the rules and regulations of the Securities and Exchange Commission applicable to interim financial statements. While these statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information 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 conjunction with the financial statement disclosures in our most recent Form 10-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 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 revenues, expenses, earnings, and cash flows are not necessarily indicative of the results that may be expected for the full year.

XML

Revenue

3 Months Ended

Apr. 29, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

Merchandise sales represent the vast majority of our revenues. We also earn revenues from a variety of other sources, most notably credit card profit-sharing income from our arrangement with TD Bank Group (TD).

Revenue	Three Months Ended
(millions)	April 29, 2023		April 30, 2022
Apparel & accessories (a)	$	3,967	$	4,239
Beauty & household essentials (b)	7,682		7,053
Food & beverage (c)	5,997		5,505
Hardlines (d)	3,391		3,713
Home furnishings & décor (e)	3,855		4,271
Other	56		49
Sales	24,948		24,830
Credit card profit sharing	174		185
Other	200		155
Other revenue	374		340
Total revenue	$	25,322	$	25,170

(a)Includes apparel for women, men, boys, girls, toddlers, infants and newborns, as well as jewelry, accessories, and shoes.

(b)Includes beauty and personal care, baby gear, cleaning, paper products, and pet supplies.

(c)Includes dry grocery, dairy, frozen food, beverages, candy, snacks, deli, bakery, meat, produce, and food service in our stores.

(d)Includes electronics (including video game hardware and software), toys, entertainment, sporting goods, and luggage.

(e)Includes furniture, lighting, storage, kitchenware, small appliances, home décor, bed and bath, home improvement, school/office supplies, greeting cards and 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 revenue and are recorded upon delivery to the guest or upon guest pickup at the store. Sales are recognized net of expected returns, which we estimate using historical return patterns and our expectation of future returns. As of April 29, 2023, January 28, 2023, and April 30, 2022, the accrual for estimated returns was $206 million, $174 million, and $204 million, respectively.

Revenue from Target gift card sales is recognized upon gift card redemption, which is typically within one year of issuance.

Gift Card Liability Activity	January 28, 2023		Gift Cards Issued During Current Period But Not Redeemed (b)		Revenue Recognized From Beginning Liability		April 29, 2023
(millions)
Gift card liability (a)	$	1,240	$	268	$	(481)	$	1,027

(a)Included in Accrued and Other Current Liabilities.

(b)Net of estimated breakage.

Other Revenue

Credit card profit sharing — We receive payments under a credit card program agreement with TD. Under the agreement, we receive a percentage of the profits generated by the Target Credit Card and Target MasterCard receivables in exchange for performing account servicing and primary marketing functions. TD underwrites, funds, and owns Target Credit Card and Target MasterCard receivables, controls risk management policies, and oversees regulatory compliance.

Other — Includes advertising revenue, Shipt membership and service revenues, commissions earned on third-party sales through Target.com, rental income, and other miscellaneous revenues.

XML

Fair Value Measurements

3 Months Ended

Apr. 29, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Fair value measurements are reported in one of three levels reflecting the significant inputs used to determine fair value.

 

Financial Instruments Measured On a Recurring Basis			Fair Value
(millions)	Classification	Measurement Level	April 29, 2023		January 28, 2023		April 30, 2022
Assets
Short-term investments	Cash and Cash Equivalents	Level 1	$	408	$	1,343	$	182
Prepaid forward contracts	Other Current Assets	Level 1	25		27		37
Interest rate swaps	Other Current Assets	Level 2	—		—		41
Interest rate swaps	Other Noncurrent Assets	Level 2	7		7		292
Liabilities
Interest rate swaps	Other Noncurrent Liabilities	Level 2	72		81		27

Significant Financial Instruments Not Measured at Fair Value (a) (millions)	April 29, 2023				January 28, 2023				April 30, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion (b)	$	14,144	$	13,672	$	14,141	$	13,688	$	11,549	$	11,466

(a)The carrying amounts of certain other current assets, commercial paper, accounts payable, and certain accrued and other current liabilities approximate fair value due to their short-term nature.

(b)The fair value of debt is generally measured using a discounted cash flow analysis based on current market interest rates for the same or similar types of financial instruments and would be classified as Level 2. These amounts exclude commercial paper, fair value hedge adjustments, and lease liabilities.

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Supplier Finance Programs

3 Months Ended

Apr. 29, 2023

Commitments and Contingencies Disclosure [Abstract]

Supplier Finance Programs

Supplier Finance Programs

We have arrangements with several financial institutions to act as our paying agents to certain vendors. The arrangements also permit the financial institutions to provide vendors with an option, at our vendors' sole discretion, to sell their receivables from Target to the financial institutions. A vendor’s election to receive early payment at a discounted amount from the financial institutions does not change the amount that we must remit to the financial institutions or our payment date, which is up to 120 days from the invoice date.

We do not pay any fees or pledge any security to these financial institutions under these arrangements. The arrangements can be terminated by either party with notice ranging up to 120 days.

Our outstanding vendor obligations eligible for early payment under these arrangements totaled $3.3 billion, $3.4 billion, and $4.4 billion as of April 29, 2023, January 28, 2023, and April 30, 2022, respectively, and are included within Accounts Payable on our Consolidated Statements of Financial Position. Our outstanding vendor obligations do not represent actual receivables sold by our vendors to the financial institutions, which may be lower.

XML

Commercial Paper and Long-Term Debt	3 Months Ended
	Apr. 29, 2023
Debt Disclosure [Abstract]
Commercial Paper and Long-Term Debt	Commercial Paper and Long-Term DebtWe obtain short-term financing from time to time under our commercial paper program. For the three months ended April 29, 2023 and April 30, 2022, the maximum amounts outstanding were $90 million and $1.1 billion, respectively, and the average daily amounts outstanding were $2 million and $291 million, respectively, at a weighted average annual interest rate of 4.8 percent and 0.4 percent, respectively. As of April 29, 2023 and April 30, 2022, $90 million and $945 million, respectively, were outstanding and are classified within Current Portion of Long-Term Debt and Other Borrowings on our Consolidated Statements of Financial Position.

XML

Derivative Financial Instruments

3 Months Ended

Apr. 29, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Derivative Financial Instruments

Our derivative instruments consist of interest rate swaps used to mitigate interest rate risk. As a result, we have counterparty credit exposure to large global financial institutions, which we monitor on an ongoing basis. Note 3 to the Consolidated Financial Statements provides the fair value and classification of these instruments.

We were party to interest rate swaps with notional amounts totaling $2.45 billion as of April 29, 2023 and January 28, 2023, and $1.50 billion as of April 30, 2022. We pay a floating rate and receive a fixed rate under each of these agreements. All of the agreements are designated as fair value hedges, and all were considered to be perfectly effective under the shortcut method during the three months ended April 29, 2023 and April 30, 2022.

During the first quarter of 2023, we amended certain of our interest rate swaps, with notional amounts totaling $1.25 billion, to replace the London Interbank Offered Rate (LIBOR) with the daily Secured Overnight Financing Rate (SOFR) as part of our planned reference rate reform activities. These amendments did 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 $2.15 billion as of April 30, 2022. During 2022, we terminated all remaining forward-starting interest rate swap agreements. The resulting gains upon termination were recorded in Accumulated Other 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 (millions)	April 29, 2023		January 28, 2023		April 30, 2022
Long-term debt and other borrowings
Carrying amount of hedged debt	$	2,376	$	2,366	$	1,468
Cumulative hedging adjustments, included in carrying amount	(65)		(74)		(27)

Effect of Hedges on Net Interest Expense	Three Months Ended
(millions)	April 29, 2023		April 30, 2022
Gain (loss) on fair value hedges recognized in Net Interest Expense
Interest rate swap designated as fair value hedges	$	9	$	(104)
Hedged debt	(9)		104
Gain on cash flow hedges recognized in Net Interest Expense	6		—
Total	$	6	$	—

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Share Repurchase

3 Months Ended

Apr. 29, 2023

Equity [Abstract]

Share Repurchase

Share Repurchase

We periodically repurchase shares of our common stock under a board-authorized repurchase program through a combination of open market transactions, accelerated share repurchase (ASR) arrangements, and other privately negotiated transactions with financial institutions. We did not repurchase any of our shares during the three months ended April 29, 2023.

Share Repurchase Activity	Three Months Ended
(millions, except per share data)	April 29, 2023		April 30, 2022
Number of shares purchased	—		0.1
Average price paid per share	$	—	$	208.60
Total investment	$	—	$	10

Note: This table excludes activity related to the ASR arrangement described below because final settlement had not occurred as of April 30, 2022.

During the first quarter of 2022, we entered into an ASR arrangement to repurchase up to $2.75 billion of our common stock. Under the agreement, we paid $2.75 billion and received an initial delivery of 8.9 million shares, which were retired, resulting in a $2.0 billion reduction to Retained Earnings. As of April 30, 2022, $751 million was included in the Consolidated Statement of Financial Position as a reduction to Additional Paid-in Capital. Final settlement occurred during the second quarter of 2022. In total, under the ASR arrangement, we repurchased 12.5 million shares for a total cash investment of $2.6 billion.

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Pension Benefits

3 Months Ended

Apr. 29, 2023

Retirement Benefits [Abstract]

Pension Benefits

Pension Benefits

We provide pension plan benefits to eligible team members.

Net Pension Benefits Expense		Three Months Ended
(millions)	Classification	April 29, 2023		April 30, 2022
Service cost benefits earned	SG&A	$	20	$	23
Interest cost on projected benefit obligation	Net Other Income	41		29
Expected return on assets	Net Other Income	(67)		(59)
Amortization of losses	Net Other Income	—		15
Prior service cost	Net Other Income	3		—
Total		$	(3)	$	8

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Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Apr. 29, 2023

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Income (Loss)

Change in Accumulated Other Comprehensive Income (Loss)	Cash Flow Hedges		Currency Translation Adjustment		Pension		Total
(millions)
January 28, 2023	$	300	$	(23)	$	(696)	$	(419)
Other comprehensive income (loss) before reclassifications, net of tax	—		—		—		—
Amounts reclassified from AOCI, net of tax	(5)		—		2		(3)
April 29, 2023	$	295	$	(23)	$	(694)	$	(422)

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Accounting Policies (Policies)	3 Months Ended
	Apr. 29, 2023
Accounting Policies [Abstract]
Revenues	Merchandise sales — We record almost all retail store revenues at the point of sale. Digitally originated sales may include shipping revenue and are recorded upon delivery to the guest or upon guest pickup at the store. Sales are recognized net of expected returns, which we estimate using historical return patterns and our expectation of future returns.Credit card profit sharing — We receive payments under a credit card program agreement with TD. Under the agreement, we receive a percentage of the profits generated by the Target Credit Card and Target MasterCard receivables in exchange for performing account servicing and primary marketing functions. TD underwrites, funds, and owns Target Credit Card and Target MasterCard receivables, controls risk management policies, and oversees regulatory compliance.Other — Includes advertising revenue, Shipt membership and service revenues, commissions earned on third-party sales through Target.com, rental income, and other miscellaneous revenues.

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Revenue (Tables)

3 Months Ended

Apr. 29, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Revenue

Revenue	Three Months Ended
(millions)	April 29, 2023		April 30, 2022
Apparel & accessories (a)	$	3,967	$	4,239
Beauty & household essentials (b)	7,682		7,053
Food & beverage (c)	5,997		5,505
Hardlines (d)	3,391		3,713
Home furnishings & décor (e)	3,855		4,271
Other	56		49
Sales	24,948		24,830
Credit card profit sharing	174		185
Other	200		155
Other revenue	374		340
Total revenue	$	25,322	$	25,170

(a)Includes apparel for women, men, boys, girls, toddlers, infants and newborns, as well as jewelry, accessories, and shoes.

(b)Includes beauty and personal care, baby gear, cleaning, paper products, and pet supplies.

(c)Includes dry grocery, dairy, frozen food, beverages, candy, snacks, deli, bakery, meat, produce, and food service in our stores.

(d)Includes electronics (including video game hardware and software), toys, entertainment, sporting goods, and luggage.

(e)Includes furniture, lighting, storage, kitchenware, small appliances, home décor, bed and bath, home improvement, school/office supplies, greeting cards and party supplies, and other seasonal merchandise.

Schedule of Gift Card Liability

Gift Card Liability Activity	January 28, 2023		Gift Cards Issued During Current Period But Not Redeemed (b)		Revenue Recognized From Beginning Liability		April 29, 2023
(millions)
Gift card liability (a)	$	1,240	$	268	$	(481)	$	1,027

(a)Included in Accrued and Other Current Liabilities.

(b)Net of estimated breakage.

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Fair Value Measurements (Tables)

3 Months Ended

Apr. 29, 2023

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments Measured on a Recurring Basis

Fair value measurements are reported in one of three levels reflecting the significant inputs used to determine fair value.

 

Financial Instruments Measured On a Recurring Basis			Fair Value
(millions)	Classification	Measurement Level	April 29, 2023		January 28, 2023		April 30, 2022
Assets
Short-term investments	Cash and Cash Equivalents	Level 1	$	408	$	1,343	$	182
Prepaid forward contracts	Other Current Assets	Level 1	25		27		37
Interest rate swaps	Other Current Assets	Level 2	—		—		41
Interest rate swaps	Other Noncurrent Assets	Level 2	7		7		292
Liabilities
Interest rate swaps	Other Noncurrent Liabilities	Level 2	72		81		27

Schedule of Significant Financial Instruments Not Measured at Fair Value

Significant Financial Instruments Not Measured at Fair Value (a) (millions)	April 29, 2023				January 28, 2023				April 30, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion (b)	$	14,144	$	13,672	$	14,141	$	13,688	$	11,549	$	11,466

(a)The carrying amounts of certain other current assets, commercial paper, accounts payable, and certain accrued and other current liabilities approximate fair value due to their short-term nature.

(b)The fair value of debt is generally measured using a discounted cash flow analysis based on current market interest rates for the same or similar types of financial instruments and would be classified as Level 2. These amounts exclude commercial paper, fair value hedge adjustments, and lease liabilities.

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Derivative Financial Instruments (Tables)

3 Months Ended

Apr. 29, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Effect of Hedges on Debt and Net Interest Expense

Effect of Hedges on Debt (millions)	April 29, 2023		January 28, 2023		April 30, 2022
Long-term debt and other borrowings
Carrying amount of hedged debt	$	2,376	$	2,366	$	1,468
Cumulative hedging adjustments, included in carrying amount	(65)		(74)		(27)

Effect of Hedges on Net Interest Expense	Three Months Ended
(millions)	April 29, 2023		April 30, 2022
Gain (loss) on fair value hedges recognized in Net Interest Expense
Interest rate swap designated as fair value hedges	$	9	$	(104)
Hedged debt	(9)		104
Gain on cash flow hedges recognized in Net Interest Expense	6		—
Total	$	6	$	—

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Share Repurchase (Tables)

3 Months Ended

Apr. 29, 2023

Equity [Abstract]

Schedule of Share Repurchase Activity (excluding ASR)

Share Repurchase Activity	Three Months Ended
(millions, except per share data)	April 29, 2023		April 30, 2022
Number of shares purchased	—		0.1
Average price paid per share	$	—	$	208.60
Total investment	$	—	$	10

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Pension Benefits (Tables)

3 Months Ended

Apr. 29, 2023

Retirement Benefits [Abstract]

Schedule of Pension Plan Benefits

Net Pension Benefits Expense		Three Months Ended
(millions)	Classification	April 29, 2023		April 30, 2022
Service cost benefits earned	SG&A	$	20	$	23
Interest cost on projected benefit obligation	Net Other Income	41		29
Expected return on assets	Net Other Income	(67)		(59)
Amortization of losses	Net Other Income	—		15
Prior service cost	Net Other Income	3		—
Total		$	(3)	$	8

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Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Apr. 29, 2023

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Summary of the Changes in Accumulated Other Comprehensive Income (Loss)

Change in Accumulated Other Comprehensive Income (Loss)	Cash Flow Hedges		Currency Translation Adjustment		Pension		Total
(millions)
January 28, 2023	$	300	$	(23)	$	(696)	$	(419)
Other comprehensive income (loss) before reclassifications, net of tax	—		—		—		—
Amounts reclassified from AOCI, net of tax	(5)		—		2		(3)
April 29, 2023	$	295	$	(23)	$	(694)	$	(422)

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Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Apr. 29, 2023	Apr. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 25,322	$ 25,170
Apparel and accessories
Disaggregation of Revenue [Line Items]
Revenue	3,967	4,239
Beauty and household essentials
Disaggregation of Revenue [Line Items]
Revenue	7,682	7,053
Food and beverage
Disaggregation of Revenue [Line Items]
Revenue	5,997	5,505
Hardlines
Disaggregation of Revenue [Line Items]
Revenue	3,391	3,713
Home furnishings and decor
Disaggregation of Revenue [Line Items]
Revenue	3,855	4,271
Other
Disaggregation of Revenue [Line Items]
Revenue	56	49
Sales
Disaggregation of Revenue [Line Items]
Revenue	24,948	24,830
Credit card profit sharing
Disaggregation of Revenue [Line Items]
Revenue	174	185
Other
Disaggregation of Revenue [Line Items]
Revenue	200	155
Other revenue
Disaggregation of Revenue [Line Items]
Revenue	$ 374	$ 340

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Revenue - Narrative (Details) - USD ($) $ in Millions	Apr. 29, 2023	Jan. 28, 2023	Apr. 30, 2022
Revenue from Contract with Customer [Abstract]
Accrual for estimated returns	$ 206	$ 174	$ 204

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Revenue - Gift Card Liability (Details) $ in Millions	3 Months Ended
	Apr. 29, 2023 USD ($)
Change in Contract with Customer, Liability [Roll Forward]
Beginning balance	$ 1,240
Gift Cards Issued During Current Period But Not Redeemed	268
Revenue Recognized From Beginning Liability	(481)
Ending balance	$ 1,027

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Fair Value Measurements - Schedule of Fair Value Measurements - Recurring Basis (Details) - USD ($) $ in Millions	Apr. 29, 2023	Jan. 28, 2023	Apr. 30, 2022
Assets
Prepaid forward contracts and interest rate swaps classified as Other Current Assets	$ 1,836	$ 2,118	$ 1,758
Interest rate swaps classified as Other Noncurrent Assets	1,341	1,320	1,648
Liabilities
Interest rate swaps classified as Other Noncurrent Liabilities	1,758	1,760	1,632
Fair value measured on recurring basis | Level 1 | Prepaid forward contracts
Assets
Prepaid forward contracts and interest rate swaps classified as Other Current Assets	25	27	37
Fair value measured on recurring basis | Level 1 | Short-term investments
Assets
Short-term investments classified as Cash and Cash Equivalents	408	1,343	182
Fair value measured on recurring basis | Level 2 | Interest rate swaps
Assets
Prepaid forward contracts and interest rate swaps classified as Other Current Assets	0	0	41
Interest rate swaps classified as Other Noncurrent Assets	7	7	292
Liabilities
Interest rate swaps classified as Other Noncurrent Liabilities	$ 72	$ 81	$ 27

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Fair Value Measurements - Schedule of Significant Financial Instruments not Measured at Fair Value (Details) - USD ($) $ in Millions	Apr. 29, 2023	Jan. 28, 2023	Apr. 30, 2022
Carrying Amount
Financial Instruments, Balance Sheet Groupings
Long-term debt, including current portion	$ 14,144	$ 14,141	$ 11,549
Fair Value
Financial Instruments, Balance Sheet Groupings
Long-term debt, including current portion	$ 13,672	$ 13,688	$ 11,466

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Supplier Finance Programs (Details) - USD ($) $ in Billions	3 Months Ended
	Apr. 29, 2023	Jan. 28, 2023	Apr. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Payment timing (in days)	120 days
Maximum days for termination notice (in days)	120 days
Outstanding obligation	$ 3.3	$ 3.4	$ 4.4

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Commercial Paper and Long-Term Debt (Details) - USD ($) $ in Millions	3 Months Ended
	Apr. 29, 2023	Apr. 30, 2022
Debt Instrument [Line Items]
Maximum amount outstanding during period	$ 90	$ 1,100
Average daily amount outstanding	$ 2	$ 291
Weighted average interest rate (in percent)	4.80%	0.40%
Commercial Paper
Debt Instrument [Line Items]
Long-term debt, current maturity	$ 90	$ 945

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Derivative Financial Instruments - Narrative (Details) - Designated as Hedging Instrument - USD ($) $ in Millions	Apr. 29, 2023	Jan. 28, 2023	Apr. 30, 2022
Interest Rate Swaps
Derivative Contracts - Effect on Results of Operations (millions)
Notional amount	$ 2,450	$ 2,450	$ 1,500
Interest Rate Swaps | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Derivative Contracts - Effect on Results of Operations (millions)
Notional amount		$ 1,250
Forward-Starting Interest Rate Swap
Derivative Contracts - Effect on Results of Operations (millions)
Notional amount			$ 2,150

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Derivative Financial Instruments - Effect of Hedges on Debt (Details) - Long-term debt and other borrowings - USD ($) $ in Millions	Apr. 29, 2023	Jan. 28, 2023	Apr. 30, 2022
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Carrying amount of hedged debt	$ 2,376	$ 2,366	$ 1,468
Cumulative hedging adjustments, included in carrying amount	$ (65)	$ (74)	$ (27)

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Derivative Financial Instruments - Effect of Hedges on Net Interest Expense (Details) - USD ($) $ in Millions	3 Months Ended
	Apr. 29, 2023	Apr. 30, 2022
Gain (loss) on fair value hedges recognized in Net Interest Expense
Interest rate swap designated as fair value hedges	$ 9	$ (104)
Hedged debt	(9)	104
Gain on cash flow hedges recognized in Net Interest Expense	6	0
Total	$ 6	$ 0

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Share Repurchase - Schedule of Activity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Apr. 29, 2023	Apr. 30, 2022
Equity [Abstract]
Number of shares purchased (in shares)	0.0	0.1
Average price paid per share (in dollars per share)	$ 0	$ 208.60
Total investment	$ 0	$ 10

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Share Repurchase - Narrative (Details) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Apr. 29, 2023	Jul. 30, 2022	Apr. 30, 2022
Equity, Class of Treasury Stock [Line Items]
Number of shares purchased (in shares)	0.0		0.1
Stock repurchased and retired		$ (114)	$ 10
Total cash investment	$ 0		10
Retained Earnings
Equity, Class of Treasury Stock [Line Items]
Stock repurchased and retired		$ 755	10
Share Repurchase Program 2022
Equity, Class of Treasury Stock [Line Items]
Authorized shares for accelerated stock repurchase, high end			2,750
Settlement (payment) of purchase agreement			$ (2,750)
Number of shares purchased (in shares)			8.9
Shares receivable			$ 751
Accelerated share repurchase pending final settlement (in shares)			12.5
Total cash investment			$ 2,600
Share Repurchase Program 2022 | Retained Earnings
Equity, Class of Treasury Stock [Line Items]
Stock repurchased and retired			$ 2,000

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Pension Benefits (Details) - Pension Plan - USD ($) $ in Millions	3 Months Ended
	Apr. 29, 2023	Apr. 30, 2022
Net Pension Benefits Expense
Service cost benefits earned	$ 20	$ 23
Interest cost on projected benefit obligation	41	29
Expected return on assets	(67)	(59)
Amortization of losses	0	15
Prior service cost	3	0
Total	$ (3)	$ 8

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Accumulated Other Comprehensive Income (Loss) (Details) $ in Millions	3 Months Ended
	Apr. 29, 2023 USD ($)
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	$ 11,232
Ending balance	11,605
Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	300
Other comprehensive income (loss) before reclassifications, net of tax	0
Amounts reclassified from AOCI, net of tax	(5)
Ending balance	295
Currency Translation Adjustment
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(23)
Other comprehensive income (loss) before reclassifications, net of tax	0
Amounts reclassified from AOCI, net of tax	0
Ending balance	(23)
Pension
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(696)
Other comprehensive income (loss) before reclassifications, net of tax	0
Amounts reclassified from AOCI, net of tax	2
Ending balance	(694)
Total
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(419)
Other comprehensive income (loss) before reclassifications, net of tax	0
Amounts reclassified from AOCI, net of tax	(3)
Ending balance	$ (422)