Target (TGT) 10-K risk factor changes: FY2020 vs FY2019

We believe that one of the reasons our [added: shareholders,] guests, team members, and vendors choose Target is the positive reputation we have built over many years for serving [removed: our four primary constituencies: guests, team members, shareholders,] [added: those different constituencies] and the communities in which we operate.

[removed: Reputational value] [added: Our reputation] is based in large part on perceptions, and broad access to social media makes it easy for anyone to provide public feedback that can influence perceptions of Target.

Target’s position or perceived lack of position on social, environmental, public policy or other sensitive issues, and any perceived lack of transparency about those matters, could harm our [removed: reputation with certain groups or guests.][added: reputation.]

[removed: In the past, we] [added: We] have been able to compete successfully by differentiating our guests’ shopping experience through a careful combination of price, merchandise assortment, store environment, convenience, guest service, loyalty programs, and marketing efforts.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 4] [added: 5] | | |

| | | | RISK FACTORS | | | [Table of [removed: Contents](#i2240ff3e90b94c9b90ef0a9188b2d860_7)] [added: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_64)] [added: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] | | |

The retail industry's continuing migration to digital channels has affected the ways we differentiate [removed: ourselves] from other retailers.

A large part of our business is dependent on our ability to make trend-right decisions and effectively manage our inventory in a broad range of merchandise categories, including apparel, accessories, home décor, electronics, toys, seasonal offerings, food, and [removed: other merchandise.][added: others.]

If we do not obtain accurate and relevant data on guest preferences, predict [added: and quickly respond to] changing consumer tastes, preferences, spending patterns and other lifestyle decisions, emphasize the correct categories, implement competitive and effective pricing and promotion strategies, or personalize our offerings to our guests, we may experience lost sales, spoilage, and increased inventory markdowns, which could adversely affect our results of [removed: operations by reducing our profitability.][added: operations.]

Our store remodel program is [removed: larger than historic levels] [added: large] and is being implemented using a custom approach based on the condition of each store and characteristics of the surrounding neighborhood.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 5] [added: 6] | | |

For example, [removed: during] [added: in] the past [removed: year] we [added: have] experienced disruptions in our point-of-sale system that prevented our ability to process debit or credit transactions, negatively impacted some guests’ experiences, and generated negative publicity.

Information Security, [removed: Cybersecurity] [added: Cybersecurity,] and Data Privacy Risks

If our efforts to provide information security, [removed: cybersecurity] [added: cybersecurity,] and data privacy are unsuccessful or if we are unable to meet increasingly demanding regulatory requirements, we may face additional costly government enforcement actions and private litigation, and our reputation and results of operations could suffer.

Complying with [removed: new] data protection requirements, such as those imposed by [removed: the recently effective California data privacy] [added: a variety of state] laws, may cause us to incur substantial costs, require changes to our business practices, limit our ability to obtain data used to provide a differentiated guest experience, and expose us to further litigation and regulatory risks, each of which could adversely affect our results of operations.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 6] [added: 7] | | |

Changes in our relationships with our vendors, changes in tax or trade policy, interruptions in our [added: operations or] supply chain or increased commodity or supply chain costs could adversely affect our results of operations.

We are dependent on our [removed: vendors] [added: vendors, including common carriers,] to supply merchandise to our distribution centers, stores, and guests.

If our fulfillment network does not operate [removed: properly or] [added: properly,] if a vendor fails to deliver on its commitments, [added: or if common carriers have difficulty providing capacity to meet demands for their services like they experienced at times during 2020,] we could experience merchandise out-of-stocks, delivery delays or increased delivery costs, which could lead to lost sales and decreased guest confidence, and adversely affect our results of operations.

[removed: A large portion of our merchandise is sourced, directly or indirectly, from outside the U.S., with China as our single largest source, so any] [added: Any] major changes in tax or trade policy, such as the imposition of additional tariffs or duties on imported products, between the U.S. and countries from which we source merchandise could require us to take certain actions, including for example raising prices on products we sell and seeking alternative sources of supply from vendors in other countries with whom we have less familiarity, which could adversely affect our reputation, sales, and our results of operations.

Political or financial instability, currency fluctuations, the outbreak of pandemics or other illnesses (such as the [removed: recent coronavirus),] [added: COVID-19 pandemic),] labor unrest, transport capacity and costs, port security, weather conditions, natural [removed: disasters] [added: disasters,] or other events that could [added: alter or suspend our operations,] slow or disrupt port [removed: activities and] [added: activities, or] affect foreign trade are beyond our control and could materially disrupt our supply of merchandise, increase our costs, and/or adversely affect our results of operations.

We share in the profits generated by the credit card program with [removed: TD Bank Group (TD),] [added: TD,] which owns the receivables generated by our proprietary credit cards.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 7] [added: 8] | | |

In addition, [removed: our] three [added: of our] largest states by total sales are California, Texas and Florida, areas where natural disasters are more prevalent.

In addition, natural disasters and other catastrophic events, such as the [removed: recent coronavirus outbreak,] [added: COVID-19 pandemic,] in areas where we or our vendors have operations, could cause delays in the distribution of merchandise from our vendors to our distribution centers, stores, and guests, affect consumer purchasing power, or reduce consumer demand, which could adversely affect our results of operations by increasing our costs and lowering our sales.

We rely on a large, [removed: global] [added: global,] and changing workforce of team members, [removed: contractors] [added: contractors,] and temporary staffing.

With over [removed: 300,000] [added: 350,000] team members, our workforce costs represent our largest operating expense, and our business is dependent on our ability to attract, train, and retain the appropriate mix of qualified team members, contractors, and temporary staffing and effectively organize and manage those resources as our business and strategic priorities change.

[removed: We also] [added: In addition to our United States operations, we] have support offices in India and China, and any extended disruption of our operations in [removed: those] [added: our different] locations, whether due to labor difficulties or otherwise, could adversely affect our operations and financial results.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 8] [added: 9] | | |

| | | | RISK FACTORS & UNRESOLVED STAFF COMMENTS | | | [Table of [removed: Contents](#i2240ff3e90b94c9b90ef0a9188b2d860_7)] [added: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] | | |

| | | | RISK FACTORS | | | [Table of Contents](#i5d6e11e9e8174675a063efd3d071738e_7) | | |

| | | | | | | [Index to Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_82) | | |

| | | | RISK FACTORS | | | [Table of Contents](#i5d6e11e9e8174675a063efd3d071738e_7) | | |

| | | | | | | [Index to Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_82) | | |

A large portion of our merchandise is sourced, directly or indirectly, from outside the U.S., with China as our single largest source.

The COVID-19 pandemic has affected our business in many different ways, and may continue to amplify the risks and uncertainties facing our business and their potential impact on our financial position, results of operations, and cash flows.

The COVID-19 pandemic has significantly affected U.S. consumer shopping patterns and caused the overall health of the U.S. economy to deteriorate.

In 2020, our sales growth was most pronounced in lower margin categories with an increased percentage originated through our digital channels.

While some of the changes in guest shopping patterns in connection with the COVID-19 pandemic may be temporary, others could become long-lasting.

If the shifts in our category sales mix to lower-margin merchandise and fulfilling a significantly larger percentage of our sales through digital channels become long-lasting and we are unable to offset the lower margin and increased costs of fulfilling orders outside of our traditional in-store channel with efficiencies, cost-savings, or expense reductions, our results of operations could be adversely affected.

| | | | RISK FACTORS | | | [Table of Contents](#i5d6e11e9e8174675a063efd3d071738e_7) | | |

| | | | | | | [Index to Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_82) | | |

Shifts in shopping patterns during the COVID-19 pandemic have also significantly affected our inventory position and disrupted our supply chain.

At times we have been unable to procure certain merchandise items in the quantities our guests seek, including those most in demand due to the COVID-19 pandemic.

If we have additional times where we are unable to re-stock those products for an extended period, it may lead to lost sales and negatively affect our results of operations.

For other products with demand below historic levels, many of which are in higher-margin categories such as Apparel and Accessories, we took actions to help manage that inventory, such as slowing or cancelling purchase orders and paying related cancellation fees, asking vendors to store excess inventory on their premises, and accelerating markdowns of inventory.

Those increased costs, along with lost sales for those higher-margin products, have at times negatively affected, and may continue to negatively affect, our profitability.

Our vendors have been and may be affected by the COVID-19 pandemic in differing ways.

Some financially distressed vendors may be unable to survive the COVID-19 pandemic, which would require us to seek alternative vendors, while others are having difficulty supplying us products in the quantities our guests seek, which could negatively affect our results of operations.

Nearly all of our stores, digital channels, and distribution centers have remained open during the COVID-19 pandemic.

We have incurred significant SG&A expenses related to efforts to protect the health and well-being of our guests and team members.

Most of our headquarters operations have transitioned to remote working arrangements, which has amplified our already extensive reliance on computer systems and on our continued and unimpeded access to the Internet to use those systems.

During parts of the COVID-19 pandemic, we have had to temporarily alter other parts of our operations, including adjusting our in-store returns process, suspending physical inventory counts at our stores, metering guest traffic, reducing store hours, and, in some locations, restricting access to “non-essential” sections of our stores due to emergency state or local operating restrictions.

Those temporary alterations to our operations have at times negatively affected, and in the future could negatively affect, the guest experience, sales, and our results of operations.

In addition, if guests or team members have negative perceptions about the cleanliness and safety of our stores in light of the COVID-19 pandemic, our reputation, the guest experience, sales, and our results of operations could be adversely affected.

During the COVID-19 pandemic some of our competitors were forced to temporarily suspend or limit their operations.

In addition, many guests significantly reduced their spending on dining, travel, lodging, and other leisure activities outside their homes.

Both of those factors may have contributed to our increased sales during the COVID-19 pandemic.

As our competitors return to full operations and guests return to spending on those other categories, it could lead to lower sales than we experienced during the COVID-19 pandemic, which could negatively affect our results of operations.

A continued and prolonged deterioration in the health in the U.S. economy could lead to a reduction in our sales in the future, which could magnify any negative effects of the COVID-19 pandemic on our results of operations and negatively and materially affect additional areas of our business, such as asset impairment evaluations and the amount of credit card profit-sharing revenue payments we receive from TD Bank Group (TD).

The full extent of the impact of the COVID-19 pandemic on our business, financial position, and results of operations may not be known for an extended period and will depend on future developments, many of which are outside of our control, including the duration and spread of the COVID-19 pandemic, the availability and effectiveness of the COVID-19 vaccines, and related actions taken by the U.S., state, local, and international governments, which are uncertain and cannot be predicted.

If the COVID-19 pandemic continues without improvement or worsens, its impacts could be more prolonged and may become more severe.

The fluidity of this situation limits our ability to predict the ultimate impact of COVID-19 on our business, financial condition, and financial performance, which could be material.

| | | | RISK FACTORS | | | [Table of Contents](#i5d6e11e9e8174675a063efd3d071738e_7) | | |

| | | | | | | [Index to Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_82) | | |

| | | | | | | | | | | | |

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| TARGET CORPORATION | | |  | | | 2020 Form 10-K | | | 10 | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

In addition, a significant portion of our total sales is derived from stores located in five states: California, Texas, Florida, Minnesota and Illinois, resulting in further dependence on local economic conditions in these states.

[removed: Over the last several years,] [added: In 2020,] we [removed: have made] [added: continued to make] strategic investments to [removed: build a] [added: support our] durable operating and financial model that further differentiates Target and is designed to drive sustainable sales and profit growth.

- We [removed: have grown our stores network and now have over 100] [added: opened 30 new stores, including 29 additional] small format stores in key urban markets and on college campuses.

- We [removed: have delivered a] [added: continued the] steady stream of newness and exclusives across our [removed: assortment.][added: assortment and continued to introduce new owned brands.]

We [removed: have introduced over 25 new owned and exclusive brands, including] [added: expanded] the [removed: 2019 launch] [added: assortment] of our [removed: new food and beverage] [added: Food & Beverage] owned brand, Good & [removed: Gather,] [added: GatherTM,] which [removed: we expect will] [added: launched in 2019 and has] become our largest [removed: owned] [added: selling food] brand.

Delivering Ease and Convenience through [removed: Same Day] [added: Same-Day] Services

During [removed: 2019,] [added: 2020,] over [removed: 70%] [added: 50 percent] of our comparable digital sales growth was driven by same-day fulfillment options: Order Pickup, Drive Up, and delivery via [removed: our wholly owned subsidiary,] Shipt.

[removed: Fiscal 2019] [added: 2020] included the following notable items:

[removed: - GAAP earnings per share from continuing operations were $6.34.][added: | Earnings Per Share From Continuing Operations | | | | | | | | | | | | Percent Change | | | | | |]

[removed: -] [added: |] Adjusted [added: diluted] earnings per share from continuing operations [removed: were $6.39.][added: | | | | | | | | | | | | | | | | | | $ | 9.42 | | | | | | | | | | | | | | | | | $ | 6.39 | | | | | | | | | | | | | | | | | $ | 5.39 | |]

- Total revenue increased [removed: 3.7] [added: 19.8] percent, driven by [removed: a comparable sales] [added: an] increase [removed: and sales from new stores.][added: in comparable sales.]

- Comparable sales increased [removed: 3.4] [added: 19.3] percent, driven by a [removed: 2.7] [added: 15.0] percent increase in [removed: traffic.][added: average transaction amount.]

◦Comparable store [added: originated] sales grew [removed: 1.4] [added: 7.2] percent.

- Operating income of [removed: $4,658 million] [added: $6.5 billion] was [removed: 13.3] [added: 40.4] percent higher than the comparable prior-year period.

Sales were [removed: $77,130 million] [added: $92.4 billion] for [removed: 2019,] [added: 2020,] an increase of [removed: $2,697 million] [added: $15.3 billion,] or [removed: 3.6 percent] [added: 19.8 percent,] from the prior year.

Operating cash flow provided by continuing operations was [removed: $7,099 million] [added: $10.5 billion] for [removed: 2019,] [added: 2020,] an increase of [removed: $1,129 million,] [added: $3.4 billion,] or [removed: 18.9] [added: 48.3] percent, from [removed: $5,970 million] [added: $7.1 billion] for [removed: 2018.][added: 2019.]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 16] [added: 17] | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of [removed: Contents](#i2240ff3e90b94c9b90ef0a9188b2d860_7)] [added: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] | | |

| | | | [removed: EXECUTIVE] [added: FINANCIAL] SUMMARY & ANALYSIS OF OPERATIONS | | | [Index to Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_64)] [added: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] | | |

| [removed: Earnings Per Share From Continuing Operations] [added: GAAP diluted earnings per share from continuing operations] | | | | | | | | | | | | [removed: Percent Change] | | | | | | [added: $] | [added: 8.64] | | [added: | | | | | | | | | | | | | | | $ | 6.34 | | | | | | | | | | | | | | | | | $ | 5.50 | |]

| [added: 2020] | | | 2019 | | | 2018 | | | [removed: 2017 (a)] [added: 2020/2019] | | | 2019/2018 | | | [removed: 2018/2017] | | | [removed: | | |]

| GAAP diluted earnings per share | | | $ | [removed: 6.34] [added: 8.64] | | $ | [removed: 5.50] [added: 6.34] | | $ | [removed: 5.29] [added: 5.50] | | [removed: 15.4] [added: 36.3] | | % | [removed: 4.0] [added: 15.4] | | % | [removed: | | |]

| Adjustments | | | [removed: 0.05 | | | (0.10)] [added: 0.78] | | | [removed: (0.60)] [added: 0.05] | | | [added: (0.10)] | | | | | | | | |

| Adjusted diluted earnings per share | | | $ | [removed: 6.39] [added: 9.42] | | $ | [removed: 5.39] [added: 6.39] | | $ | [removed: 4.69] [added: 5.39] | | [removed: 18.4] [added: 47.4] | | % | [removed: 15.1] [added: 18.4] | | % | [removed: | | |]

A reconciliation of non-GAAP financial measures to GAAP measures is provided on [page [removed: 21](#i2240ff3e90b94c9b90ef0a9188b2d860_2418).][added: 23](#i5d6e11e9e8174675a063efd3d071738e_58).]

For the trailing twelve months ended [removed: February 1, 2020,] [added: January 30, 2021, after-tax] ROIC was [removed: 16.0] [added: 23.5] percent, compared with [removed: 14.7] [added: 16.0] percent for the trailing twelve months ended February [removed: 2, 2019.][added: 1, 2020.]

The calculation of ROIC is provided on [page [removed: 2](#i2240ff3e90b94c9b90ef0a9188b2d860_2425)[2](#i2240ff3e90b94c9b90ef0a9188b2d860_2425).][added: 24](#i5d6e11e9e8174675a063efd3d071738e_61).]

| Summary of Operating Income | | | | | | | | | | | | Percent Change | | | | | | [removed: | | |]

| (dollars in millions) | | | [removed: 2019 | | | 2018] [added: 2020] | | | [removed: 2017 (a)] [added: 2019] | | | [removed: 2019/2018] [added: 2018] | | | [removed: 2018/2017] [added: 2020/2019] | | | [added: 2019/2018] | | |

| Sales | | | $ | [removed: 77,130] [added: 92,400] | | $ | [removed: 74,433] [added: 77,130] | | $ | [removed: 71,786] [added: 74,433] | | [removed: 3.6] [added: 19.8] | | % | [removed: 3.7] [added: 3.6] | | % | [removed: | | |]

| Other revenue | | | [removed: 982 | | | 923] [added: 1,161] | | | [removed: 928] [added: 982] | | | [removed: 6.3] [added: 923] | | | [removed: (0.5)] [added: 18.2] | | | [added: 6.3] | | |

| Total revenue | | | [removed: 78,112 | | | 75,356] [added: 93,561] | | | [removed: 72,714] [added: 78,112] | | | [removed: 3.7] [added: 75,356] | | | [removed: 3.6] [added: 19.8] | | | [added: 3.7] | | |

| Cost of sales | | | [removed: 54,864 | | | 53,299] [added: 66,177] | | | [removed: 51,125] [added: 54,864] | | | [removed: 2.9] [added: 53,299] | | | [removed: 4.3] [added: 20.6] | | | [added: 2.9] | | |

| SG&A expenses | | | [removed: 16,233 | | | 15,723] [added: 18,615] | | | [removed: 15,140] [added: 16,233] | | | [removed: 3.2] [added: 15,723] | | | [removed: 3.9] [added: 14.7] | | | [added: 3.2] | | |

| Depreciation and amortization (exclusive of depreciation included in cost of sales) | | | [removed: 2,357 | | | 2,224] [added: 2,230] | | | [removed: 2,225] [added: 2,357] | | | [removed: 6.0] [added: 2,224] | | | [removed: (0.1)] [added: (5.4)] | | | [added: 6.0] | | |

| Operating income | | | $ | [removed: 4,658] [added: 6,539] | | $ | [removed: 4,110] [added: 4,658] | | $ | [removed: 4,224] [added: 4,110] | | [removed: 13.3] [added: 40.4] | | % | [removed: (2.7)] [added: 13.3] | | % | [removed: | | |]

| Rate Analysis | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | | [removed: 2017 (a)] [added: 2018] | | |

| Gross margin rate | | | [removed: 28.9] [added: 28.4] | | % | [removed: 28.4] [added: 28.9] | | % | [removed: 28.8] [added: 28.4] | | % |

| SG&A expense rate | | | [removed: 20.8] [added: 19.9] | | | [removed: 20.9] [added: 20.8] | | | [removed: 20.8] [added: 20.9] | | |

| Depreciation and amortization (exclusive of depreciation included in cost of sales) expense rate | | | [removed: 3.0] [added: 2.4] | | | 3.0 | | | [removed: 3.1] [added: 3.0] | | |

| Operating income margin rate | | | [removed: 6.0] [added: 7.0] | | | [removed: 5.5] [added: 6.0] | | | [removed: 5.8] [added: 5.5] | | |

While our business was materially affected by the COVID-19 pandemic, resulting in significantly higher sales and profits in 2020, the pandemic highlighted the importance of our multi-category portfolio and our decision to put our stores at the center of our strategy.

- We remodeled 132 stores during 2020.

- We invested significantly in our team, including a $15/hour minimum hourly wage for US team members, recognition bonuses, and certain other benefits in light of the COVID-19 pandemic.

- We made significant investments in the health and safety of team members and guests.

- We announced a partnership with Ulta Beauty under which we will operate *Ulta Beauty at Target*, a shop-in-shop experience debuting on Target.com and in more than 100 Target locations beginning in 2021, with plans to scale to hundreds more over time.

- We expanded our digital fulfillment capabilities, including fresh and frozen Food & Beverage products added to Order Pickup and Drive Up.

- GAAP diluted earnings per share were $8.64.

- Adjusted diluted earnings per share were $9.42.

◦Comparable digital originated sales increased 145 percent.

- We repurchased $1.77 billion of debt before its maturity at a market value of $2.25 billion, resulting in a loss of $512 million.

| | | | EXECUTIVE OVERVIEW & FINANCIAL SUMMARY | | | [Index to Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_82) | | |

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COVID-19

On March 11, 2020, the World Health Organization declared the novel coronavirus disease (COVID-19) a pandemic, and on March 13, 2020, the United States declared a national emergency.

The rapid development and fluidity of this situation limits our ability to predict the ultimate impact of COVID-19 on our business, financial condition and financial performance, which has been and could continue to be material.

States and local governments have taken various measures in response to COVID-19, including mandating the closure of certain businesses and encouraging or requiring citizens to avoid large gatherings.

We have implemented numerous safety measures to protect our guests and team members — such as mandating face masks for all team members and guests in our stores, more rigorous cleaning processes, providing disposable face masks, gloves and thermometers for team members, installing distancing markers at stores, limiting guest levels within our stores, and installing partitions at all stores.

To date, virtually all of our stores, digital channels, and distribution centers have remained open.

As the pandemic has evolved, we have experienced unusually strong sales, as guests rely on Target for essential items like food, medicine, cleaning products, and household stock-up items, as well as merchandise associated with guests spending more time at home.

Underlying this trend, we saw significant volatility in our sales mix, including both category and channel sales mix and same-day fulfillment options.

- During the first quarter, comparable sales increased 10.8 percent, reflecting a 0.9 percent increase in store originated comparable sales and a 141 percent increase in digitally originated comparable sales.

The quarter began with strength across our multi-category portfolio, followed by a shift to strong comparable sales growth in our Food & Beverage and Beauty & Household Essentials core merchandising categories and significant comparable sales declines in Apparel & Accessories.

Comparable sales in Apparel & Accessories recovered notably beginning mid-April.

- During the second through fourth quarters, comparable sales increased 21.7 percent, reflecting store originated comparable sales growth of 9.1 percent, and an increase in digitally originated comparable sales of 146 percent.

Comparable sales growth was strong across our multi-category portfolio, with slightly higher growth in lower-margin categories.

For the year ended January 30, 2021, gross margin was negatively impacted by changes in both our category and channel sales mix.

Additionally, gross margin reflects the portion of investments in pay and benefits classified within Cost of Sales.

Exceptionally low clearance and promotional markdown rates partially offset these pressures.

Our SG&A expenses include significant incremental costs related to investments in pay and benefits for store team members, the spikes in merchandise volume in stores and the supply chain, incremental safety and cleaning supplies, and the impact of additional team member hours dedicated to more rigorous cleaning routines in our facilities.

From an SG&A expense rate perspective, these incremental costs were more than offset by cost leverage resulting from exceptionally strong sales growth.

To support our team and minimize potential disruptions in their work to serve our guests, we modified our plans for some of our strategic initiatives, including our previously announced remodel program.

We completed 132 remodels

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#i5d6e11e9e8174675a063efd3d071738e_7) | | |

in 2020, down from the previous expectation of approximately 300.

Similarly, we opened 29 new small format stores in 2020, rather than the 36 previously announced.

During the first quarter 2020, we issued $2.5 billion of 5-year and 10-year notes in an effort to increase our cash on hand.

Additionally, we entered into a $900 million 364-day credit facility, increasing our total undrawn committed credit facilities to $3.4 billion.

Our operating performance during the second and third quarters of 2020 and financial position allowed us to repurchase $1.77 billion of debt before its maturity at a market value of $2.25 billion in October 2020 and terminate the 364-day credit facility in November 2020.

[Note 17](#i5d6e11e9e8174675a063efd3d071738e_166) to the Consolidated Financial Statements and the [Liquidity and Capital Resources](#i5d6e11e9e8174675a063efd3d071738e_64) section provide additional information.

- During the past three years, we have remodeled more than 700 stores, including nearly 300 during 2019.

We plan to remodel approximately 300 in 2020.

- We have redesigned our store operating model – redefining roles for hundreds of thousands of team members to deliver better guest service.

- We have invested significantly in our team, including a $13 starting hourly wage with a commitment to $15 by the end of 2020.

- We have expanded our digital fulfillment capabilities, which elevate the shopping experience and give our guests new reasons to choose Target.

These investments are translating into tangible financial results summarized below.

◦Digital channel sales increased 29 percent, contributing 1.9 percentage points to comparable sales growth.

| | | | | | | | | | | | | | | | | | | | | |

Note: Amounts may not foot due to rounding.

(a)Consisted of 53 weeks.

The increase reflects merchandising efforts to optimize costs, pricing, promotions, and assortment, and favorable category sales mix, partially offset by increased supply chain and digital fulfillment costs.

Store labor productivity and lower incentive compensation in 2019 offset pressure from wage growth.

| | | | | | | | | | | | | | | | | | | | | | | | |

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Our 2019 effective income tax rate from continuing operations increased to 22.0 percent from 20.3 percent in 2018, which included discrete benefits related to the Tax Cuts and Jobs Act of 2017 (Tax Act) and the resolution of certain income tax matters unrelated to 2018 operations.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| GAAP diluted earnings per share from continuing operations | | | | | | | | | | | | | | | | | | $ | 6.34 | | | | | | | | | | | | | | | | | $ | 5.50 | | | | | | | | | | | | | | | | | $ | 5.29 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Adjusted diluted earnings per share from continuing operations | | | | | | | | | | | | | | | | | | $ | 6.39 | | | | | | | | | | | | | | | | | $ | 5.39 | | | | | | | | | | | | | | | | | $ | 4.69 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Refer to the [Provision for Income Taxes](#i2240ff3e90b94c9b90ef0a9188b2d860_2642) discussion within MD&A and [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_169) [18](#i2240ff3e90b94c9b90ef0a9188b2d860_169) to the Financial Statements.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Denominator | | | | | | February 1, 2020 | | | | | | February 2, 2019 | | | | | | February 3, 2018 | | |

The 2019 operating cash flow increase was primarily driven by higher net earnings and a reduction in inventory during 2019.

Operating cash flow in 2019 also benefited from increased accounts payable due to timing of import inventory purchases, which have longer payment terms, compared with 2018.

Inventory levels were lower as of February 1, 2020, compared with February 2, 2019, partially due to focused efforts to reduce inventory across multiple categories where we optimized on-hand quantities and assortment.

Additionally, elevated inventory levels in the prior year reflected intentional investments in toys merchandise.

Capital expenditures decreased in 2019 from the prior year primarily due to project savings in our store remodel program and timing of certain planned expenditures.

Beginning in 2021, we expect to moderate the annual number of remodels to a range of 150 to 200.

We expect capital expenditures in 2020 of approximately $3.5 billion as we continue the current store remodel program, open additional small-format stores, and accelerate investments in our supply chain.

Fitch raised our commercial paper rating from F2 to F1 during 2019.

In March 2019, we issued $1.0 billion of debt, and in June 2019, we repaid $1.0 billion of debt at maturity.

In January 2020, we issued $750 million of debt and we redeemed $1.0 billion of debt before its maturity.

[Notes 15](#i2240ff3e90b94c9b90ef0a9188b2d860_151) and [16](#i2240ff3e90b94c9b90ef0a9188b2d860_157) to the Financial Statements provide additional information.

Commitments and Contingencies

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Contractual Obligations as of | | | Payments Due by Period | | | | | | | | | | | | | | | | | | | | | | | | | | |

| February 1, 2020 | | | | | | Less than | | | 1-3 | | | 3-5 | | | After 5 | | | | | | | | | | | | | | |

| (millions) | | | Total | | | 1 Year | | | Years | | | Years | | | Years | | | | | | | | | | | | | | |

As of [removed: February 1, 2020,] [added: January 30, 2021,] our exposure to market risk was primarily from interest rate changes on our debt obligations, some of which are at a London Interbank Offered Rate (LIBOR).

As of [removed: February 1, 2020,] [added: January 30, 2021,] our floating rate short-term investments exceeded our floating rate debt by approximately [removed: $300 million.][added: $6.1 billion.]

Based on our balance sheet position as of [removed: February 1, 2020,] [added: January 30, 2021,] the annualized effect of a 0.1 percentage point increase in floating interest rates on our floating rate debt obligations, net of our floating rate short-term investments, would [removed: not be significant.][added: increase our earnings before income taxes by $6 million.]

In general, we expect our floating rate debt to exceed our floating rate short-term investments over time, but that may vary in different interest rate [added: and economic] environments.

See further description of our debt and derivative instruments in [removed: [Notes](#i2240ff3e90b94c9b90ef0a9188b2d860_151) [15](#i2240ff3e90b94c9b90ef0a9188b2d860_151)] [added: [Notes 16](#i5d6e11e9e8174675a063efd3d071738e_160)] and [removed: [16](#i2240ff3e90b94c9b90ef0a9188b2d860_157)] [added: [17](#i5d6e11e9e8174675a063efd3d071738e_166)] to the Financial Statements.

[removed: In 2017, the] [added: The] United Kingdom's Financial Conduct Authority [added: has] announced the intent to phase out LIBOR [removed: by] [added: over] the [removed: end of 2021.][added: next several years.]

Based on our balance sheet position as of [removed: February 1, 2020,] [added: January 30, 2021,] the annualized effect of a 0.5 percentage point decrease in interest rates would be to decrease earnings before income taxes by [removed: $6] [added: $5] million.

A 1 percentage point decrease [removed: to] [added: in] the weighted average discount rate would increase annual expense by [removed: $61] [added: $59] million.

To protect against declines in interest rates, we hold high-quality, long-duration bonds and [removed: interest rate swaps] [added: derivative instruments] in our pension plan trust.

At year-end, we had hedged [removed: 60] [added: 65] percent of the interest rate exposure of our plan liabilities.

As more fully described in [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_184) [](#i2240ff3e90b94c9b90ef0a9188b2d860_184)[22](#i2240ff3e90b94c9b90ef0a9188b2d860_184)] [added: [Note 23](#i5d6e11e9e8174675a063efd3d071738e_184)] to the Financial Statements, we are exposed to market returns on accumulated team member balances in our nonqualified, unfunded deferred compensation plans.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 29] [added: 30] | | |

| | | | FINANCIAL STATEMENTS | | | [Table of [removed: Contents](#i2240ff3e90b94c9b90ef0a9188b2d860_7)] [added: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] | | |

| | | | INDEX | | | [Index to Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_64)] [added: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] | | |

For example, our short-term investments as of January 30, 2021, exceeded our floating rate debt due to operating cash flow acceleration driven by strong operating results, as well as the temporary suspension of share repurchases and reduced capital expenditures in the uncertain environment.

We do not expect the phase out to materially impact our financial statements, liquidity or access to capital markets.

As a result, we may amend our contracts that use LIBOR as a benchmark, but do not expect these changes will have a material impact on our financial statements, liquidity and access to capital markets.

For information on key financial highlights, see [Part [removed: II](#i2240ff3e90b94c9b90ef0a9188b2d860_34), [Item 6](#i2240ff3e90b94c9b90ef0a9188b2d860_40), [Selected Financial Data](#i2240ff3e90b94c9b90ef0a9188b2d860_40), and [Part II](#i2240ff3e90b94c9b90ef0a9188b2d860_34),] [added: II](#i5d6e11e9e8174675a063efd3d071738e_34),] [Item [removed: 7](#i2240ff3e90b94c9b90ef0a9188b2d860_43),] [added: 7](#i5d6e11e9e8174675a063efd3d071738e_43),] [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2240ff3e90b94c9b90ef0a9188b2d860_43)] [added: Operations](#i5d6e11e9e8174675a063efd3d071738e_43)] (MD&A).

Approximately one-third of [removed: 2019] [added: 2020] sales was related to our owned and exclusive brands, including but not limited to the following:

| [removed: A New Day™] [added: Archer Farms™] | | | Hyde & EEK! Boutique™ | | | Smartly™ | | |

| [removed: All in Motion™] [added: Art Class™] | | | JoyLab™ | | | Smith & [removed: Hawken®] [added: Hawken™] | | |

| Everspring™ | | | Project 62™ | | | [removed: Wild Fable™] [added: Xhilaration™] | | |

| Good & Gather™ | | | Prologue™ | | | [removed: Wondershop™] | | |

| Goodfellow & Co™ | | | Room [removed: Essentials®] [added: Essentials™] | | | [removed: Xhilaration®] | | |

| [added: A New Day™ | | |] Hearth & Hand™ with Magnolia | | | Shade & Shore™ | | | [removed: | | |]

| [removed: heyday™] [added: All in Motion™] | | | [removed: Simply Balanced™] [added: heyday™] | | | [added: Simply Balanced™] | | |

| Exclusive [added: Adult Beverage] Brands | | | | | | | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | 2 | | |

| | | | BUSINESS | | | [Table of [removed: Contents](#i2240ff3e90b94c9b90ef0a9188b2d860_7)] [added: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_64)] [added: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] | | |

Customer Loyalty [removed: Programs][added: Programs]

We also seek to drive customer loyalty and trip frequency through our Target Circle program, where members earn 1 percent rewards on nearly all non-RedCard [removed: purchases and] [added: purchases, among] other benefits.

Our stores fulfill the majority of the digitally originated sales, which allows improved product availability, faster [removed: delivery] [added: fulfillment] times, [removed: and] reduced shipping [removed: costs.][added: costs, and allows us to offer guests a suite of same-day fulfillment options such as Order Pickup, Drive Up, and Shipt.]

[removed: As of February 1, 2020, we employed approximately 368,000 full-time, part-time, and seasonal employees, referred to as "team members."] Because of the seasonal nature of the retail business, employment levels peak in the holiday season.

Eligibility [removed: for] [added: for,] and the level [removed: of] [added: of,] benefits vary depending on team [removed: members'] [added: members’] full-time or part-time status, [added: work location,] compensation level, [removed: date of hire, and/or length of service.][added: and tenure.]

The [Liquidity [removed: and](#i2240ff3e90b94c9b90ef0a9188b2d860_52) [Capital Resources](#i2240ff3e90b94c9b90ef0a9188b2d860_52)] [added: and Capital Resources](#i5d6e11e9e8174675a063efd3d071738e_64)] section in MD&A provides additional details.

We also seek to obtain and preserve intellectual property protection for our [removed: owned] brands.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | 3 | | |

Our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, [added: proxy statements,] and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge at investors.target.com as soon as reasonably practicable after we file such material with, or furnish it to, the U.S. Securities and Exchange Commission (SEC).

| Auden™ | | | Knox Rose™ | | | Sonia Kashuk™ | | |

| Ava & Viv™ | | | Kona Sol™ | | | Spritz™ | | |

| Boots & Barkley™ | | | Made By Design™ | | | Stars Above™ | | |

| Bullseye's Playground™ | | | Market Pantry™ | | | Sun Squad™ | | |

| Casaluna™ | | | More Than Magic™ | | | Threshold™ | | |

| Cat & Jack™ | | | Opalhouse™ | | | Universal Thread™ | | |

| Cloud Island™ | | | Open Story™ | | | up & up™ | | |

| Colsie™ | | | Original Use™ | | | Wild Fable™ | | |

| Embark™ | | | Pillowfort™ | | | Wondershop™ | | |

| California Roots™ | | | Rosé Bae™ | | | Wine Cube™ | | |

| Mystic Reef™ | | | The Collection™ | | | | | |

In 2020, we announced a partnership with Ulta Beauty under which we will operate *Ulta Beauty at Target*, a shop-in-shop experience debuting on Target.com and in more than 100 Target locations beginning in 2021, with plans to scale to hundreds more over time.

Human Capital Management

At Target, our purpose is to help all families discover the joy of everyday life.

In support of this purpose we invest in our team, our most important asset, by giving them opportunities to grow professionally, take care of themselves, each other and their families, and to make a difference for our guests and our communities.

We are among the largest private employers in the U.S., and our workforce has varying goals and expectations of their employment relationship, from team members looking to build a career to students, retirees and others who are seeking to supplement their income in an enjoyable atmosphere.

We seek to be an employer of choice to attract and retain top talent no matter their objectives in seeking employment.

To that end, we strive to foster an engaged, diverse, inclusive, safe, purpose-driven culture where employees, referred to as "team members," have equitable opportunities for success.

As of January 30, 2021, we employed approximately 409,000 full-time, part-time, and seasonal team members.

We also engage independent contractors, most notably in our Shipt subsidiary.

*Talent Development and Engagement*

We offer a compelling work environment with meaningful experiences and abundant growth and career-development opportunities.

This starts with the opportunity to do challenging work and learn on the job and is supplemented by programs and continuous learning that help our team build skills at all levels, including programs focused on specialized skill development, leadership opportunities, coaching, and mentoring.

Our talent and succession planning process supports the development of a diverse talent pipeline for leadership and other critical roles.

We monitor our team members’ perceptions of these commitments through a number of surveys and take steps to address areas needing improvement.

| | | | BUSINESS | | | [Table of Contents](#i5d6e11e9e8174675a063efd3d071738e_7) | | |

| | | | | | | [Index to Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_82) | | |

*Diversity and Inclusion*

We champion workplace diversity and inclusion and focus on developing, advancing, and recruiting diverse talent.

We monitor the representation of women and racially or ethnically diverse team members at different levels throughout the company and disclose the composition of our team in our annual Workforce Diversity Report (which, beginning with our 2019 report, includes demographic information using the categories disclosed in our EEO-1 report).

Developing teams where team members feel heard, respected, and included is a core Target value and is also fundamental to creating an inclusive guest experience.

*Compensation and Benefits*

Our compensation and benefits are designed to support the financial, mental, and physical well-being of our team members and their families.

We believe in paying team members equitably, regardless of gender, race or ethnicity, and we regularly review the pay data of U.S. team members to confirm that we are doing so.

Our compensation packages include a $15 per-hour minimum starting wage for US hourly team members (who comprise the vast majority of our team), a 401(k) plan with matching contributions up to five percent of eligible earnings, paid vacation and holidays, family leave, merchandise and other discounts, disability insurance, life insurance, healthcare and dependent care flexible spending accounts, tuition reimbursement, various team member assistance programs, an annual short-term incentive program, long-term equity awards, and health insurance benefits.

*Workplace Health and Safety*

We strive to maintain a safe and secure work environment and have specific safety programs.

This includes administering a comprehensive occupational injury- and illness-prevention program and training for team members.

*COVID-19*

In 2020 we invested more than $1 billion in the well-being, health, and safety of our team members and guests.

| Archer Farms® | | | Kona Sol™ | | | Sonia Kashuk® | | |

| Art Class™ | | | Made By Design™ | | | Spritz™ | | |

| Auden™ | | | Market Pantry® | | | Stars Above™ | | |

| Ava & Viv® | | | More Than Magic™ | | | Sun Squad™ | | |

| Boots & Barkley® | | | Opalhouse™ | | | Sutton & Dodge® | | |

| Cat & Jack™ | | | Open Story™ | | | Threshold™ | | |

| Cloud Island™ | | | Original Use™ | | | Universal Thread™ | | |

| Colsie™ | | | Pillowfort™ | | | up & up® | | |

| California Roots™ | | | Isabel Maternity™ by Ingrid & Isabel® | | | The Collection | | |

| Defy & Inspire™ | | | Just One You® made by carter's® | | | Wine Cube® | | |

| Fieldcrest® | | | Kristin Ess | | | Who What Wear™ | | |

| Hand Made Modern® | | | Rosé Bae™ | | | | | |

Employees

We offer a broad range of company-paid benefits to our team members.

Company-paid benefits include a 401(k) plan, medical and dental plans, disability insurance, paid vacation, tuition reimbursement, various team member assistance programs, life insurance, a pension plan (closed to new participants, with limited exceptions), and merchandise and other discounts.

We believe our team member relations are good.

The Federal Securities Law Class Actions and ERISA Class Actions [removed: defined] [added: described] below relate to certain prior disclosures by Target about its expansion of retail operations into Canada (the Canada Disclosure).

On May 17, 2016 and May 24, 2016, Target Corporation and certain present and former officers were named as defendants in two purported federal securities law class actions [added: (the Federal Securities Law Class Actions)] filed in the U.S. District Court for the District of Minnesota (the Court).

On July 16, 2018, the plaintiffs appealed the Court's [removed: dismissal to the Appeals Court.][added: dismissal.]

On April 10, 2020, the U.S. Court of Appeals for the Eighth Circuit (the Appeals Court) affirmed the prior decision by the Court dismissing the Federal Securities Law Class Actions.

The plaintiffs did not seek further review, so this matter is now concluded.

On July 28, 2020, the Appeals Court affirmed the prior decision by the Court dismissing the Second ERISA Class Action.

The plaintiffs did not seek further review, so this matter is now concluded.

Target intends to continue to vigorously defend these actions.

The appeal has been argued before the U.S. Court of Appeals for the Eighth Circuit (the Appeals Court), and we are awaiting a decision.

The Appeals Court has not yet heard oral arguments or issued a decision.

For a description of other legal proceedings, see [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_148) [14](#i2240ff3e90b94c9b90ef0a9188b2d860_148) to the Financial Statements.

| UNITED STATES SECURITIES AND EXCHANGE COMMISSION | | | | | | | | | [removed: | | | | | |]

[removed: ☒ ANNUAL] [added: ☒ ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended [removed: February 1, 2020][added: January 30, 2021]

[removed: ☐ TRANSITION] [added: ☐ TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[removed: ][added: ]

[removed: Minnesota 41-0215170][added: Minnesota]

(State or other jurisdiction of incorporation or organization) [removed: (I.R.S. Employer Identification No.)]

1000 Nicollet Mall, Minneapolis, [removed: Minnesota 55403][added: Minnesota]

(Address of principal executive offices) [removed: (Zip Code)]

Yes [removed: x] [added: ☒] No [removed: o][added: ☐]

Yes o No [removed: x][added: ☒]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [removed: x]

Yes [removed: ☐] [added: ☒] No [removed: x][added: ☐]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of [removed: August 2, 2019,] [added: July 31, 2020,] was [removed: $41,576,546,635] [added: $62,803,635,300] based on the closing price of [removed: $81.52] [added: $125.88] per share of Common Stock as reported on the New York Stock Exchange Composite Index.

Total shares of Common Stock, par value $0.0833, outstanding as of March [removed: 5, 2020,] [added: 4, 2021,] were [removed: 500,961,951.][added: 498,616,180.]

Portions of Target's Proxy Statement for the Annual Meeting of Shareholders to be held on June [removed: 10, 2020,] [added: 9, 2021,] are incorporated into Part III.

| | | | [Table of [removed: Contents](#i2240ff3e90b94c9b90ef0a9188b2d860_7)] [added: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] | | |

| | | | [Index to Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_64)] [added: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] | | |

| [Item [removed: 1](#i2240ff3e90b94c9b90ef0a9188b2d860_13) | | | | | | [Business](#i2240ff3e90b94c9b90ef0a9188b2d860_13)] [added: 1](#i5d6e11e9e8174675a063efd3d071738e_13)] | | | [removed: [2](#i2240ff3e90b94c9b90ef0a9188b2d860_13)] | | | [added: [Business](#i5d6e11e9e8174675a063efd3d071738e_13)] | | | [added: [2](#i5d6e11e9e8174675a063efd3d071738e_13)] | | |

| [Item [removed: 1A](#i2240ff3e90b94c9b90ef0a9188b2d860_16)] [added: 1A](#i5d6e11e9e8174675a063efd3d071738e_16)] | | | | | | [Risk [removed: Factors](#i2240ff3e90b94c9b90ef0a9188b2d860_16) | | | [4](#i2240ff3e90b94c9b90ef0a9188b2d860_16) | | |] [added: Factors](#i5d6e11e9e8174675a063efd3d071738e_16)] | | | [added: [5](#i5d6e11e9e8174675a063efd3d071738e_16)] | | |

| [Item [removed: 1B](#i2240ff3e90b94c9b90ef0a9188b2d860_19)] [added: 1B](#i5d6e11e9e8174675a063efd3d071738e_19)] | | | | | | [Unresolved Staff [removed: Comments](#i2240ff3e90b94c9b90ef0a9188b2d860_19) | | | [9](#i2240ff3e90b94c9b90ef0a9188b2d860_19) | | |] [added: Comments](#i5d6e11e9e8174675a063efd3d071738e_19)] | | | [added: [11](#i5d6e11e9e8174675a063efd3d071738e_19)] | | |

| [Item [removed: 2](#i2240ff3e90b94c9b90ef0a9188b2d860_22) | | | | | | [Properties](#i2240ff3e90b94c9b90ef0a9188b2d860_22)] [added: 2](#i5d6e11e9e8174675a063efd3d071738e_22)] | | | [removed: [10](#i2240ff3e90b94c9b90ef0a9188b2d860_22)] | | | [added: [Properties](#i5d6e11e9e8174675a063efd3d071738e_22)] | | | [added: [12](#i5d6e11e9e8174675a063efd3d071738e_22)] | | |

| [Item [removed: 3](#i2240ff3e90b94c9b90ef0a9188b2d860_25)] [added: 3](#i5d6e11e9e8174675a063efd3d071738e_25)] | | | | | | [Legal [removed: Proceedings](#i2240ff3e90b94c9b90ef0a9188b2d860_25) | | | [11](#i2240ff3e90b94c9b90ef0a9188b2d860_25) | | |] [added: Proceedings](#i5d6e11e9e8174675a063efd3d071738e_25)] | | | [added: [13](#i5d6e11e9e8174675a063efd3d071738e_25)] | | |

| [Item [removed: 4](#i2240ff3e90b94c9b90ef0a9188b2d860_28)] [added: 4](#i5d6e11e9e8174675a063efd3d071738e_28)] | | | | | | [Mine Safety [removed: Disclosures](#i2240ff3e90b94c9b90ef0a9188b2d860_28) | | | [11](#i2240ff3e90b94c9b90ef0a9188b2d860_28) | | |] [added: Disclosures](#i5d6e11e9e8174675a063efd3d071738e_28)] | | | [added: [13](#i5d6e11e9e8174675a063efd3d071738e_28)] | | |

| [Item [removed: 4A](#i2240ff3e90b94c9b90ef0a9188b2d860_31)] [added: 4A](#i5d6e11e9e8174675a063efd3d071738e_31)] | | | | | | [Executive [removed: Officers](#i2240ff3e90b94c9b90ef0a9188b2d860_31) | | | [12](#i2240ff3e90b94c9b90ef0a9188b2d860_31) | | |] [added: Officers](#i5d6e11e9e8174675a063efd3d071738e_31)] | | | [added: [14](#i5d6e11e9e8174675a063efd3d071738e_31)] | | |

| [Item [removed: 5](#i2240ff3e90b94c9b90ef0a9188b2d860_37)] [added: 5](#i5d6e11e9e8174675a063efd3d071738e_37)] | | | | | | [Market [removed: for Registrant's] [added: for](#i5d6e11e9e8174675a063efd3d071738e_37) [the](#i5d6e11e9e8174675a063efd3d071738e_37) [Registrant's] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2240ff3e90b94c9b90ef0a9188b2d860_37) | | | [13](#i2240ff3e90b94c9b90ef0a9188b2d860_37) | | |] [added: Securities](#i5d6e11e9e8174675a063efd3d071738e_37)] | | | [added: [15](#i5d6e11e9e8174675a063efd3d071738e_37)] | | |

| [Item [removed: 6](#i2240ff3e90b94c9b90ef0a9188b2d860_40)] [added: 6](#i5d6e11e9e8174675a063efd3d071738e_40)] | | | | | | [Selected Financial [removed: Data](#i2240ff3e90b94c9b90ef0a9188b2d860_40) | | | [15](#i2240ff3e90b94c9b90ef0a9188b2d860_40) | | |] [added: Data](#i5d6e11e9e8174675a063efd3d071738e_40)] | | | [added: [16](#i5d6e11e9e8174675a063efd3d071738e_40)] | | |

| [Item [removed: 7](#i2240ff3e90b94c9b90ef0a9188b2d860_43)] [added: 7](#i5d6e11e9e8174675a063efd3d071738e_43)] | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2240ff3e90b94c9b90ef0a9188b2d860_43) | | | [16](#i2240ff3e90b94c9b90ef0a9188b2d860_43) | | |] [added: Operations](#i5d6e11e9e8174675a063efd3d071738e_43)] | | | [added: [16](#i5d6e11e9e8174675a063efd3d071738e_43)] | | |

| [Item [removed: 7A](#i2240ff3e90b94c9b90ef0a9188b2d860_61)] [added: 7A](#i5d6e11e9e8174675a063efd3d071738e_79)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i2240ff3e90b94c9b90ef0a9188b2d860_61) | | | [29](#i2240ff3e90b94c9b90ef0a9188b2d860_61) | | |] [added: Risk](#i5d6e11e9e8174675a063efd3d071738e_79)] | | | [added: [30](#i5d6e11e9e8174675a063efd3d071738e_79)] | | |

| [Item [removed: 8](#i2240ff3e90b94c9b90ef0a9188b2d860_64)] [added: 8](#i5d6e11e9e8174675a063efd3d071738e_82)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i2240ff3e90b94c9b90ef0a9188b2d860_64) | | | [30](#i2240ff3e90b94c9b90ef0a9188b2d860_64) | | |] [added: Data](#i5d6e11e9e8174675a063efd3d071738e_82)] | | | [added: [31](#i5d6e11e9e8174675a063efd3d071738e_82)] | | |

| [Item [removed: 9](#i2240ff3e90b94c9b90ef0a9188b2d860_208)] [added: 9](#i5d6e11e9e8174675a063efd3d071738e_202)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2240ff3e90b94c9b90ef0a9188b2d860_208) | | | [60](#i2240ff3e90b94c9b90ef0a9188b2d860_208) | | |] [added: Disclosure](#i5d6e11e9e8174675a063efd3d071738e_202)] | | | [added: [60](#i5d6e11e9e8174675a063efd3d071738e_202)] | | |

| [Item [removed: 9A](#i2240ff3e90b94c9b90ef0a9188b2d860_211)] [added: 9A](#i5d6e11e9e8174675a063efd3d071738e_205)] | | | | | | [Controls and [removed: Procedures](#i2240ff3e90b94c9b90ef0a9188b2d860_211) | | | [60](#i2240ff3e90b94c9b90ef0a9188b2d860_211) | | |] [added: Procedures](#i5d6e11e9e8174675a063efd3d071738e_205)] | | | [added: [60](#i5d6e11e9e8174675a063efd3d071738e_205)] | | |

| [Item [removed: 9B](#i2240ff3e90b94c9b90ef0a9188b2d860_214)] [added: 9B](#i5d6e11e9e8174675a063efd3d071738e_208)] | | | | | | [Other [removed: Information](#i2240ff3e90b94c9b90ef0a9188b2d860_214) | | | [60](#i2240ff3e90b94c9b90ef0a9188b2d860_214) | | |] [added: Information](#i5d6e11e9e8174675a063efd3d071738e_208)] | | | [added: [61](#i5d6e11e9e8174675a063efd3d071738e_208)] | | |

| [Item [removed: 10](#i2240ff3e90b94c9b90ef0a9188b2d860_220)] [added: 10](#i5d6e11e9e8174675a063efd3d071738e_214)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2240ff3e90b94c9b90ef0a9188b2d860_220) | | | [61](#i2240ff3e90b94c9b90ef0a9188b2d860_220) | | |] [added: Governance](#i5d6e11e9e8174675a063efd3d071738e_214)] | | | [added: [62](#i5d6e11e9e8174675a063efd3d071738e_214)] | | |

| [Item [removed: 11](#i2240ff3e90b94c9b90ef0a9188b2d860_223)] [added: 11](#i5d6e11e9e8174675a063efd3d071738e_217)] | | | | | | [Executive [removed: Compensation](#i2240ff3e90b94c9b90ef0a9188b2d860_223) | | | [61](#i2240ff3e90b94c9b90ef0a9188b2d860_223) | | |] [added: Compensation](#i5d6e11e9e8174675a063efd3d071738e_217)] | | | [added: [62](#i5d6e11e9e8174675a063efd3d071738e_217)] | | |

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| [Item [removed: 15](#i2240ff3e90b94c9b90ef0a9188b2d860_238)] [added: 15](#i5d6e11e9e8174675a063efd3d071738e_232)] | | | | | | [Exhibits, Financial Statement [removed: Schedules](#i2240ff3e90b94c9b90ef0a9188b2d860_238) | | | [62](#i2240ff3e90b94c9b90ef0a9188b2d860_238) | | |] [added: Schedules](#i5d6e11e9e8174675a063efd3d071738e_232)] | | | [added: [63](#i5d6e11e9e8174675a063efd3d071738e_232)] | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | 1 | | |

41-0215170

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

55403

(Zip Code)

Yes ☒ No ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☐ No ☒

| [PART I](#i5d6e11e9e8174675a063efd3d071738e_10) | | | | | | | | | | | |

| [PART II](#i5d6e11e9e8174675a063efd3d071738e_34) | | | | | | | | | | | |

| [PART III](#i5d6e11e9e8174675a063efd3d071738e_211) | | | | | | | | | | | |

| [PART IV](#i5d6e11e9e8174675a063efd3d071738e_229) | | | | | | | | | | | |

| [SIGNATURES](#i5d6e11e9e8174675a063efd3d071738e_238) | | | | | | | | | [67](#i5d6e11e9e8174675a063efd3d071738e_238) | | |

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| [PART I](#i2240ff3e90b94c9b90ef0a9188b2d860_10) | | | | | | | | | | | | | | | | | |

| [PART II](#i2240ff3e90b94c9b90ef0a9188b2d860_34) | | | | | | | | | | | | | | | | | |

| [PART III](#i2240ff3e90b94c9b90ef0a9188b2d860_217) | | | | | | | | | | | | | | | | | |

| [PART IV](#i2240ff3e90b94c9b90ef0a9188b2d860_235) | | | | | | | | | | | | | | | | | |

| [SIGNATURES](#i2240ff3e90b94c9b90ef0a9188b2d860_244) | | | | | | | | | | | | | | | [66](#i2240ff3e90b94c9b90ef0a9188b2d860_244) | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 9] [added: 11] | | |

| | | | PROPERTIES | | | [Table of [removed: Contents](#i2240ff3e90b94c9b90ef0a9188b2d860_7)] [added: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_64)] [added: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] | | |

| Stores as of [removed: February 1, 2020] [added: January 30, 2021] | | | Stores | | | Retail Sq. Ft. (in thousands) | | | | | | Stores as of [removed: February 1, 2020] [added: January 30, 2021] | | | Stores | | | Retail Sq. Ft. (in thousands) | | |

| Arizona | | | 46 | | | 6,080 | | | | | | Nevada | | | [removed: 17] [added: 18] | | | [removed: 2,242] [added: 2,262] | | |

| California | | | [removed: 297] [added: 307] | | | [removed: 36,474] [added: 36,968] | | | | | | New Jersey | | | 47 | | | 5,992 | | |

| Connecticut | | | 21 | | | 2,731 | | | | | | New York | | | [removed: 84] [added: 87] | | | [removed: 10,178] [added: 10,289] | | |

| Florida | | | [removed: 124] [added: 126] | | | [removed: 17,053] [added: 17,142] | | | | | | Ohio | | | 64 | | | 7,829 | | |

| Georgia | | | 50 | | | [removed: 6,820] [added: 6,814] | | | | | | Oklahoma | | | 15 | | | 2,167 | | |

| Illinois | | | [removed: 95] [added: 99] | | | [removed: 11,950] [added: 12,131] | | | | | | Rhode Island | | | 4 | | | 517 | | |

| Indiana | | | [removed: 31] [added: 32] | | | [removed: 4,174] [added: 4,185] | | | | | | South Carolina | | | 19 | | | 2,359 | | |

| Iowa | | | [removed: 20] [added: 21] | | | [removed: 2,835] [added: 2,859] | | | | | | South Dakota | | | 5 | | | 580 | | |

| Kentucky | | | 14 | | | 1,571 | | | | | | Texas | | | [removed: 150] [added: 153] | | | [removed: 20,919] [added: 21,029] | | |

| Louisiana | | | 15 | | | 2,120 | | | | | | Utah | | | 14 | | | [removed: 1,979] [added: 1,950] | | |

| Maryland | | | 40 | | | 4,960 | | | | | | Virginia | | | [removed: 59] [added: 60] | | | [removed: 7,713] [added: 7,754] | | |

| Stores and Distribution Centers as of [removed: February 1, 2020] [added: January 30, 2021] | | | Stores | | | Distribution Centers [removed: (a)] [added: *(a)*] | | |

| Owned | | | 1,526 | | | [removed: 33] [added: 34] | | |

[removed: (a)The 42] [added: *(a)*The 44] distribution centers have a total of [removed: 53.2] [added: 54.3] million square feet.

For additional information on our properties, see the [Capital [removed: Expenditures](#i2240ff3e90b94c9b90ef0a9188b2d860_2648)] [added: Expenditures](#i5d6e11e9e8174675a063efd3d071738e_67)] section in MD&A and [removed: [Notes](#i2240ff3e90b94c9b90ef0a9188b2d860_127) [10](#i2240ff3e90b94c9b90ef0a9188b2d860_127)] [added: [Notes](#i5d6e11e9e8174675a063efd3d071738e_139) [1](#i5d6e11e9e8174675a063efd3d071738e_139)[1](#i5d6e11e9e8174675a063efd3d071738e_139)] and [removed: [17](#i2240ff3e90b94c9b90ef0a9188b2d860_163)] [added: [17](#i5d6e11e9e8174675a063efd3d071738e_169)] to [Part [removed: II](#i2240ff3e90b94c9b90ef0a9188b2d860_34),] [added: II](#i5d6e11e9e8174675a063efd3d071738e_34),] [Item [removed: 8](#i2240ff3e90b94c9b90ef0a9188b2d860_64),] [added: 8](#i5d6e11e9e8174675a063efd3d071738e_82),] [Financial Statements and Supplementary [removed: Data](#i2240ff3e90b94c9b90ef0a9188b2d860_64)] [added: Data](#i5d6e11e9e8174675a063efd3d071738e_82)] (the Financial Statements).

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 10] [added: 12] | | |

| | | | LEGAL PROCEEDINGS & MINE SAFETY DISCLOSURES | | | [Table of [removed: Contents](#i2240ff3e90b94c9b90ef0a9188b2d860_7)] [added: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_64)] [added: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] | | |

| Massachusetts | | | 49 | | | 5,506 | | | | | | Washington | | | 40 | | | 4,424 | | |

| | | | | | | | | | | | | Total | | | 1,897 | | | 241,648 | | |

| Leased | | | 214 | | | 10 | | |

| Total | | | 1,897 | | | 44 | | |

| Massachusetts | | | 47 | | | 5,467 | | | | | | Washington | | | 39 | | | 4,377 | | |

| | | | | | | | | | | | | Total | | | 1,868 | | | 240,516 | | |

| Leased | | | 185 | | | 9 | | |

| Total | | | 1,868 | | | 42 | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 11] [added: 13] | | |

| | | | EXECUTIVE OFFICERS | | | [Table of [removed: Contents](#i2240ff3e90b94c9b90ef0a9188b2d860_7)] [added: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_64)] [added: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] | | |

| Brian C. Cornell | | | Chairman of the Board and Chief Executive Officer since August 2014. | | | [removed: 61] [added: 62] | | |

| Michael J. Fiddelke | | | Executive Vice President and Chief Financial Officer since November 2019. Senior Vice President, Operations from August 2018 to October 2019. Senior Vice President, Merchandising Capabilities from March 2017 to August 2018. Senior Vice President, Financial Planning & Analysis from July 2015 to March 2017. [removed: Vice President, Pay & Benefits from March 2013 to July 2015.] | | | [removed: 43] [added: 44] | | |

| Rick H. Gomez | | | Executive Vice President and Chief [added: Food and Beverage Officer since February 2021. Executive Vice President and Chief] Marketing, Digital & Strategy Officer [removed: since] [added: from] December [removed: 2019.] [added: 2019 to February 2021.] Executive Vice President and Chief Marketing & Digital Officer from January 2019 to December 2019. Executive Vice President and Chief Marketing Officer from January 2017 to January 2019. Senior Vice President, Brand and Category Marketing from April 2013 to January 2017. | | | [removed: 50] [added: 51] | | |

| A. Christina Hennington | | | Executive Vice President and Chief [added: Growth Officer since February 2021. Executive Vice President and Chief] Merchandising Officer, Hardlines, Essentials and Capabilities [removed: since] [added: from] January [removed: 2020.] [added: 2020 to February 2021.] Senior Vice President, Group Merchandise Manager, Essentials, Beauty, Hardlines and Services from January 2019 to January 2020. Senior Vice President, Merchandising Essentials, Beauty and Wellness from April 2017 to January 2019. Senior Vice President, Merchandising Transformation and Operations from August 2015 to April 2017. [removed: Senior Vice President, Health and Beauty from May 2014 to August 2015.] | | | [removed: 45] [added: 46] | | |

| Melissa K. Kremer | | | Executive Vice President and Chief Human Resources Officer since January 2019. Senior Vice President, Talent and Organizational Effectiveness from October 2017 to January 2019. Vice President, Human Resources, Merchandising, Strategy & Innovation, from September 2015 to October 2017. [removed: From February 2012 until September 2015, Ms. Kremer held several leadership positions in Human Resources, supporting Merchandising, Target.com & Mobile, Enterprise Strategy & Multichannel.] | | | [removed: 42] [added: 43] | | |

| Don H. Liu | | | Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary since October 2017. Executive Vice President, Chief Legal Officer and Corporate Secretary from August 2016 to September 2017. Executive Vice President, General Counsel and Corporate Secretary of Xerox Corporation from July 2014 to August 2016. | | | [removed: 58] [added: 59] | | |

| [removed: Stephanie A. Lundquist] [added: Michael E. McNamara] | | | Executive Vice President and [removed: President, Food & Beverage] [added: Chief Information Officer] since January 2019. Executive Vice President and Chief [removed: Human Resources] [added: Information & Digital] Officer from [removed: February] [added: September] 2016 to January 2019. [removed: Senior] [added: Executive] Vice [removed: President, Human Resources] [added: President and Chief Information Officer] from [removed: January] [added: June] 2015 to [removed: February] [added: September] 2016. | | | [removed: 44] [added: 56] | | |

| John J. Mulligan | | | Executive Vice President and Chief Operating Officer since September 2015. [removed: Executive Vice President and Chief Financial Officer from April 2012 to August 2015.] | | | [removed: 54] [added: 55] | | |

| Jill K. Sando | | | Executive Vice President and Chief Merchandising [added: Officer since February 2021. Executive Vice President and Chief Merchandising] Officer, Style and Owned Brands [removed: since] [added: from] January [removed: 2020.] [added: 2020 to February 2021.] Senior Vice President, Group Merchandise Manager, Apparel & Accessories and Home from January 2019 to January 2020. Senior Vice President, Home from May 2014 to January 2019. | | | [removed: 51] [added: 52] | | |

| Mark J. Schindele | | | Executive Vice President and Chief Stores Officer since January 2020. Senior Vice President, Target Properties from January 2015 to January 2020. | | | [removed: 51] [added: 52] | | |

| Laysha L. Ward | | | Executive Vice President and Chief External Engagement Officer since January 2017. Executive Vice President and Chief Corporate Social Responsibility Officer from December 2014 to January 2017. | | | [removed: 52] [added: 53] | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 12] [added: 14] | | |

| | | | OTHER INFORMATION | | | [Table of [removed: Contents](#i2240ff3e90b94c9b90ef0a9188b2d860_7)] [added: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_64)] [added: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] | | |

| Katie M. Boylan | | | Executive Vice President and Chief Communications Officer since February 2021. Senior Vice President and Chief Communications Officer from January 2019 to February 2021. Senior Vice President, Communications from June 2017 to January 2019. Vice President, Communications from December 2015 to June 2017. | | | 44 | | |

| Cara A. Sylvester | | | Executive Vice President and Chief Marketing & Digital Officer since February 2021. Senior Vice President, Home from March 2019 to February 2021. Vice President, Beauty & Dermstore from June 2017 to March 2019. From March 2014 to June 2017, Ms. Sylvester held different leadership positions in Housewares. | | | 43 | | |

| Michael E. McNamara | | | Executive Vice President and Chief Information Officer since January 2019. Executive Vice President and Chief Information & Digital Officer from September 2016 to January 2019. Executive Vice President and Chief Information Officer from June 2015 to September 2016. Officer of Tesco PLC, a multinational grocery and general merchandise retailer, from March 2011 to May 2015. | | | 55 | | |

As of March [removed: 5, 2020,] [added: 4, 2021,] there were [removed: 14,019] [added: 13,760] shareholders of record.

On September [removed: 20, 2016,] [added: 19, 2019,] our Board of Directors authorized a $5 billion share repurchase program [removed: (2016 Program).][added: with no stated expiration.]

Under the [removed: 2016 Program,] [added: program,] we [removed: had] [added: have] repurchased [removed: 64.5] [added: 4.6] million shares of common [removed: stock through February 1, 2020,] at an average price of [removed: $75.55,] [added: $105.80,] for a total investment of [removed: $4.9 billion.][added: $484 million.]

[removed: The table below presents information with respect to] [added: There were no] Target common stock purchases made during the three months ended [removed: February 1, 2020,] [added: January 30, 2021,] by Target or any "affiliated purchaser" of Target, as defined in Rule 10b-18(a)(3) under the Exchange Act.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 13] [added: 15] | | |

| | | | OTHER INFORMATION | | | [Table of [removed: Contents](#i2240ff3e90b94c9b90ef0a9188b2d860_7)] [added: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_64)] [added: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] | | |

[removed: ][added: ]

| | | | Fiscal Years Ended | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | |]

| | | | January [removed: 31, 2015 | | | January] 30, 2016 | | | January 28, 2017 | | | February 3, 2018 | | | February 2, 2019 | | | February 1, 2020 | | | [removed: | | | | | | | | | | | |] [added: January 30, 2021] | | |

The graph above compares the cumulative total shareholder return on our common stock for the last five fiscal years with (i) the cumulative total return on the S&P 500 Index, (ii) the peer group used in previous filings consisting of [removed: 17] [added: 16] online, general merchandise, department store, food, and specialty retailers (Amazon.com, Inc., Best Buy Co., Inc., Costco Wholesale Corporation, CVS Health Corporation, Dollar General Corporation, Dollar Tree, Inc., The [removed: Gap, Inc., The] Home Depot, Inc., Kohl's Corporation, The Kroger Co., Lowe's Companies, Inc., Macy's, Inc., [added: Nordstrom, Inc.,] Rite Aid Corporation, [removed: Sears Holdings Corporation,] The TJX Companies, Inc., Walgreens Boots Alliance, Inc., and Walmart Inc.) (Previous Peer Group), and (iii) a new peer group consisting of the companies in the Previous Peer Group, plus [removed: Nordstrom,] [added: Albertsons Companies,] Inc., [removed: but excluding Sears Holdings Corporation, which filed for bankruptcy protection and is no longer publicly traded, and] The Gap, Inc., [removed: which announced its intention to enter a transformational period for its brands] [added: and Ross Stores, Inc.] (Current Peer Group).

The Current Peer Group is consistent with the retail peer group used for our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June [removed: 10, 2020,] [added: 9, 2021,] excluding Publix Super Markets, Inc., which is not quoted on a public stock exchange.

The graph assumes the investment of $100 in Target common stock, the S&P 500 Index, and the Peer Group on January [removed: 30, 2015,] [added: 29, 2016,] and reinvestment of all dividends.

Dividends declared per share for the twelve months ended January 30, 2021, February 1, 2020, and February 2, 2019, are disclosed on our [Consolidated Statements of Shareholders' Investment](#i5d6e11e9e8174675a063efd3d071738e_103).

We began repurchasing shares under the authorization during the first quarter of 2020.

As of January 30, 2021, the dollar value of shares that may yet be purchased under the program is $4.5 billion.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Target | | | $ | 100.00 | | $ | 90.84 | | $ | 108.44 | | $ | 109.33 | | $ | 175.54 | | $ | 292.98 | |

| S&P 500 Index | | | 100.00 | | | 120.87 | | | 148.47 | | | 148.38 | | | 180.37 | | | 211.48 | | |

| Current Peer Group | | | 100.00 | | | 111.09 | | | 159.84 | | | 166.68 | | | 201.97 | | | 280.21 | | |

| Previous Peer Group | | | 100.00 | | | 111.11 | | | 160.34 | | | 167.11 | | | 202.85 | | | 283.29 | | |

Dividends declared per share for each fiscal quarter during 2019 and 2018 are disclosed in [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_202) [25](#i2240ff3e90b94c9b90ef0a9188b2d860_202) to the Financial Statements.

On September 19, 2019, our Board of Directors authorized a new $5 billion share repurchase program (2019 Program).

There is no stated expiration for the share repurchase programs.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Share Repurchase Activity | | | Total Number of Shares Purchased (b) | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Programs | | | | | | Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Programs | | |

| Period | | | | | | | | | | | | | | | | | | | | | | | |

| November 3, 2019 through November 30, 2019 | | | | | | | | | | | | | | | | | | | | | | | |

| Open market and privately negotiated purchases | | | 42,836 | | | | | | $ | 126.41 | | | | | 42,836 | | | | | | $ | 5,274,490,965 | |

| December 1, 2019 through January 4, 2020 | | | | | | | | | | | | | | | | | | | | | | | |

| Open market and privately negotiated purchases | | | 515,087 | | | | | | 124.21 | | | | | | 514,737 | | | | | | 5,210,557,849 | | |

| January 5, 2020 through February 1, 2020 | | | | | | | | | | | | | | | | | | | | | | | |

| October 2019 ASR (a) | | | 275,916 | | | | | | 117.64 | | | | | | 275,916 | | | | | | 5,337,294,566 | | |

| Open market and privately negotiated purchases | | | 1,830,760 | | | | | | 116.08 | | | | | | 1,830,760 | | | | | | 5,124,785,446 | | |

| Total | | | 2,664,599 | | | | | | $ | 117.81 | | | | | 2,664,249 | | | | | | $ | 5,124,785,446 | |

(a)Represents the incremental shares received upon final settlement of the accelerated share repurchase (ASR) arrangement initiated in third quarter 2019.

(b)Includes shares of common stock reacquired from team members who tendered owned shares to satisfy the exercise price and tax withholding on stock option exercises.

For the three months ended February 1, 2020, 350 shares were reacquired at a weighted average price per share of $128.81 pursuant to our long-term incentive plan.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Target | | | $ | 100.00 | | $ | 101.21 | | $ | 91.94 | | $ | 109.76 | | $ | 110.65 | | $ | 177.66 | | | | | | | | | | | | | | | | |

| S&P 500 Index | | | 100.00 | | | 99.33 | | | 120.06 | | | 147.48 | | | 147.40 | | | 179.17 | | | | | | | | | | | | | | | | | |

| Current Peer Group | | | 100.00 | | | 109.53 | | | 121.71 | | | 175.63 | | | 183.05 | | | 222.19 | | | | | | | | | | | | | | | | | |

| Previous Peer Group | | | 100.00 | | | 109.11 | | | 121.15 | | | 174.97 | | | 182.10 | | | 220.86 | | | | | | | | | | | | | | | | | |

| TARGET CORPORATION | | |  | | | 2019 Form 10-K | | | 14 | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 15] [added: 16] | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of [removed: Contents](#i2240ff3e90b94c9b90ef0a9188b2d860_7)] [added: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] | | |

| | | | EXECUTIVE [removed: SUMMARY] [added: OVERVIEW] & [removed: ANALYSIS OF OPERATIONS] [added: FINANCIAL SUMMARY] | | | [Index to Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_64)] [added: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] | | |

Not applicable.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Selected Financial Data | | | For the Fiscal Year | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | 2017 | | | 2016 | | | 2015 | | | | | | | | | | | | | | |

| (millions, except per share data) | | | 2019 | | | 2018 | | | *As Adjusted* (a)(b) | | | *As Adjusted* (b) | | | *As Adjusted* (b) | | | | | | | | | | | | | | |

| Sales | | | $ | 77,130 | | $ | 74,433 | | $ | 71,786 | | $ | 69,414 | | $ | 73,717 | | | | | | | | | | | | | |

| Total revenue | | | 78,112 | | | 75,356 | | | 72,714 | | | 70,271 | | | 74,494 | | | | | | | | | | | | | | |

| Net Earnings | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | 3,269 | | | 2,930 | | | 2,908 | | | 2,666 | | | 3,321 | | | | | | | | | | | | | | |

| Discontinued operations | | | 12 | | | 7 | | | 6 | | | 68 | | | 42 | | | | | | | | | | | | | | |

| Net earnings | | | 3,281 | | | 2,937 | | | 2,914 | | | 2,734 | | | 3,363 | | | | | | | | | | | | | | |

| Basic Earnings Per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | 6.39 | | | 5.54 | | | 5.32 | | | 4.61 | | | 5.29 | | | | | | | | | | | | | | |

| Discontinued operations | | | 0.02 | | | 0.01 | | | 0.01 | | | 0.12 | | | 0.07 | | | | | | | | | | | | | | |

| Basic earnings per share | | | 6.42 | | | 5.55 | | | 5.32 | | | 4.73 | | | 5.35 | | | | | | | | | | | | | | |

| Diluted Earnings Per Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | 6.34 | | | 5.50 | | | 5.29 | | | 4.58 | | | 5.25 | | | | | | | | | | | | | | |

| Diluted earnings per share | | | 6.36 | | | 5.51 | | | 5.29 | | | 4.69 | | | 5.31 | | | | | | | | | | | | | | |

| Cash dividends declared per share | | | 2.62 | | | 2.54 | | | 2.46 | | | 2.36 | | | 2.20 | | | | | | | | | | | | | | |

| | | | As of | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | February 1, 2020 | | | February 2, 2019 | | | February 3, 2018 *As Adjusted* (b) | | | January 28, 2017 *As Adjusted* (b) | | | January 30, 2016 (b) | | | | | | | | | | | | | | |

| Total assets | | | 42,779 | | | 41,290 | | | 40,303 | | | 38,724 | | | 40,262 | | | | | | | | | | | | | | |

| Long-term debt, including current portion | | | 11,499 | | | 11,275 | | | 11,398 | | | 12,591 | | | 12,760 | | | | | | | | | | | | | | |

Note: This information should be read in conjunction with MD&A and the Financial Statements.

Per share amounts may not foot due to rounding.

(a)Consisted of 53 weeks.

(b)The selected financial data for fiscal years 2017, 2016, and 2015 and as of February 3, 2018 and January 28, 2017, reflect the adoption of Accounting Standards Update (ASU) No. 2014-09—*Revenue from Contracts with Customers (Topic 606).* The selected financial data for fiscal years 2017 and 2016 and as of February 3, 2018 and January 28, 2017, reflect the adoption of ASU No. 2016-02—*Leases (Topic 842)* (Lease Standard)*.* The selected financial data as of January 30, 2016, does not reflect adoption of Topic 606 or Topic 842.

| INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | | | | | | | | | | | | [removed: | | | | | | | | |]

| [Reports of Independent Registered Public Accounting [removed: Firm](#i2240ff3e90b94c9b90ef0a9188b2d860_2359) | | | | | | | | |] [added: Firm](#i5d6e11e9e8174675a063efd3d071738e_85)] | | | | | | [removed: [31](#i2240ff3e90b94c9b90ef0a9188b2d860_2359)] | | | [added: [32](#i5d6e11e9e8174675a063efd3d071738e_85)] | | |

| [Consolidated Statements of [removed: Operations](#i2240ff3e90b94c9b90ef0a9188b2d860_67) | | | | | | | | |] [added: Operations](#i5d6e11e9e8174675a063efd3d071738e_88)] | | | | | | [removed: [34](#i2240ff3e90b94c9b90ef0a9188b2d860_67)] | | | [added: [35](#i5d6e11e9e8174675a063efd3d071738e_88)] | | |

| [Consolidated [removed: Statement](#i2240ff3e90b94c9b90ef0a9188b2d860_70)[s](#i2240ff3e90b94c9b90ef0a9188b2d860_70) [of] [added: Statements of] Comprehensive [removed: Income](#i2240ff3e90b94c9b90ef0a9188b2d860_70) | | | | | | | | |] [added: Income](#i5d6e11e9e8174675a063efd3d071738e_91)] | | | | | | [removed: [35](#i2240ff3e90b94c9b90ef0a9188b2d860_70)] | | | [added: [36](#i5d6e11e9e8174675a063efd3d071738e_91)] | | |

| [Consolidated Statements of Financial [removed: Position](#i2240ff3e90b94c9b90ef0a9188b2d860_76) | | | | | | | | |] [added: Position](#i5d6e11e9e8174675a063efd3d071738e_94)] | | | | | | [removed: [36](#i2240ff3e90b94c9b90ef0a9188b2d860_76)] | | | [added: [37](#i5d6e11e9e8174675a063efd3d071738e_94)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i2240ff3e90b94c9b90ef0a9188b2d860_82) | | | | | | | | |] [added: Flows](#i5d6e11e9e8174675a063efd3d071738e_100)] | | | | | | [removed: [37](#i2240ff3e90b94c9b90ef0a9188b2d860_82)] | | | [added: [38](#i5d6e11e9e8174675a063efd3d071738e_100)] | | |

| [Consolidated Statements of Shareholders' [removed: Investment](#i2240ff3e90b94c9b90ef0a9188b2d860_85) | | | | | | | | |] [added: Investment](#i5d6e11e9e8174675a063efd3d071738e_103)] | | | | | | [removed: [38](#i2240ff3e90b94c9b90ef0a9188b2d860_85)] | | | [added: [39](#i5d6e11e9e8174675a063efd3d071738e_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_88) | | | | | | | | |] [added: Statements](#i5d6e11e9e8174675a063efd3d071738e_106)] | | | | | | [removed: [39](#i2240ff3e90b94c9b90ef0a9188b2d860_88)] | | | [added: [40](#i5d6e11e9e8174675a063efd3d071738e_106)] | | |

| [Note [removed: 1](#i2240ff3e90b94c9b90ef0a9188b2d860_91)] [added: 1](#i5d6e11e9e8174675a063efd3d071738e_109)] | | | | | | [Summary of Accounting [removed: Policies](#i2240ff3e90b94c9b90ef0a9188b2d860_91) | | | [39](#i2240ff3e90b94c9b90ef0a9188b2d860_91) | | | | | |] [added: Policies](#i5d6e11e9e8174675a063efd3d071738e_109)] | | | [added: [40](#i5d6e11e9e8174675a063efd3d071738e_109)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_103) [3](#i2240ff3e90b94c9b90ef0a9188b2d860_103)] [added: [Note 4](#i5d6e11e9e8174675a063efd3d071738e_115)] | | | | | | [Cost of Sales and Selling, General and Administrative [removed: Expenses](#i2240ff3e90b94c9b90ef0a9188b2d860_103) | | | [41](#i2240ff3e90b94c9b90ef0a9188b2d860_103) | | | | | |] [added: Expenses](#i5d6e11e9e8174675a063efd3d071738e_115)] | | | [added: [42](#i5d6e11e9e8174675a063efd3d071738e_115)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_109) [4](#i2240ff3e90b94c9b90ef0a9188b2d860_109)] [added: [Note](#i5d6e11e9e8174675a063efd3d071738e_121) [5](#i5d6e11e9e8174675a063efd3d071738e_121)] | | | | | | [Consideration Received from [removed: Vendors](#i2240ff3e90b94c9b90ef0a9188b2d860_109) | | | [42](#i2240ff3e90b94c9b90ef0a9188b2d860_109) | | | | | |] [added: Vendors](#i5d6e11e9e8174675a063efd3d071738e_121)] | | | [added: [43](#i5d6e11e9e8174675a063efd3d071738e_121)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_112) [5](#i2240ff3e90b94c9b90ef0a9188b2d860_112)] [added: [Note](#i5d6e11e9e8174675a063efd3d071738e_124) [6](#i5d6e11e9e8174675a063efd3d071738e_124)] | | | | | | [Advertising [removed: Costs](#i2240ff3e90b94c9b90ef0a9188b2d860_112) | | | [42](#i2240ff3e90b94c9b90ef0a9188b2d860_112) | | | | | |] [added: Costs](#i5d6e11e9e8174675a063efd3d071738e_124)] | | | [added: [43](#i5d6e11e9e8174675a063efd3d071738e_124)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_115) [6](#i2240ff3e90b94c9b90ef0a9188b2d860_115)] [added: [Note](#i5d6e11e9e8174675a063efd3d071738e_127) [7](#i5d6e11e9e8174675a063efd3d071738e_127)] | | | | | | [Fair Value [removed: Measurements](#i2240ff3e90b94c9b90ef0a9188b2d860_115) | | | [42](#i2240ff3e90b94c9b90ef0a9188b2d860_115) | | | | | |] [added: Measurements](#i5d6e11e9e8174675a063efd3d071738e_127)] | | | [added: [43](#i5d6e11e9e8174675a063efd3d071738e_127)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_118) [7](#i2240ff3e90b94c9b90ef0a9188b2d860_118)] [added: [Note 8](#i5d6e11e9e8174675a063efd3d071738e_130)] | | | | | | [Cash and Cash [removed: Equivalents](#i2240ff3e90b94c9b90ef0a9188b2d860_118) | | | [43](#i2240ff3e90b94c9b90ef0a9188b2d860_118) | | | | | |] [added: Equivalents](#i5d6e11e9e8174675a063efd3d071738e_130)] | | | [added: [44](#i5d6e11e9e8174675a063efd3d071738e_130)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_124) [9](#i2240ff3e90b94c9b90ef0a9188b2d860_124)] [added: [Note](#i5d6e11e9e8174675a063efd3d071738e_136) [10](#i5d6e11e9e8174675a063efd3d071738e_136)] | | | | | | [Other Current [removed: Assets](#i2240ff3e90b94c9b90ef0a9188b2d860_124) | | | [43](#i2240ff3e90b94c9b90ef0a9188b2d860_124) | | | | | |] [added: Assets](#i5d6e11e9e8174675a063efd3d071738e_136)] | | | [added: [44](#i5d6e11e9e8174675a063efd3d071738e_136)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_127) [10](#i2240ff3e90b94c9b90ef0a9188b2d860_127)] [added: [Note](#i5d6e11e9e8174675a063efd3d071738e_139) [1](#i5d6e11e9e8174675a063efd3d071738e_139)[1](#i5d6e11e9e8174675a063efd3d071738e_139)] | | | | | | [Property and [removed: Equipment](#i2240ff3e90b94c9b90ef0a9188b2d860_127) | | | [44](#i2240ff3e90b94c9b90ef0a9188b2d860_127) | | | | | |] [added: Equipment](#i5d6e11e9e8174675a063efd3d071738e_139)] | | | [added: [45](#i5d6e11e9e8174675a063efd3d071738e_139)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_133) [11](#i2240ff3e90b94c9b90ef0a9188b2d860_133)] [added: [Note 12](#i5d6e11e9e8174675a063efd3d071738e_2214)] | | | | | | [Other Noncurrent [removed: Assets](#i2240ff3e90b94c9b90ef0a9188b2d860_133) | | | [44](#i2240ff3e90b94c9b90ef0a9188b2d860_133) | | | | | |] [added: Assets](#i5d6e11e9e8174675a063efd3d071738e_2214)] | | | [added: [45](#i5d6e11e9e8174675a063efd3d071738e_2214)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_136) [12](#i2240ff3e90b94c9b90ef0a9188b2d860_136)] [added: [Note 1](#i5d6e11e9e8174675a063efd3d071738e_148)[3](#i5d6e11e9e8174675a063efd3d071738e_148)] | | | | | | [Goodwill and Intangible [removed: Assets](#i2240ff3e90b94c9b90ef0a9188b2d860_136) | | | [44](#i2240ff3e90b94c9b90ef0a9188b2d860_136) | | | | | |] [added: Assets](#i5d6e11e9e8174675a063efd3d071738e_148)] | | | [added: [45](#i5d6e11e9e8174675a063efd3d071738e_148)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_145) [13](#i2240ff3e90b94c9b90ef0a9188b2d860_145)] [added: [Note 1](#i5d6e11e9e8174675a063efd3d071738e_154)[4](#i5d6e11e9e8174675a063efd3d071738e_154)] | | | | | | [Accrued and Other Current [removed: Liabilities](#i2240ff3e90b94c9b90ef0a9188b2d860_145) | | | [45](#i2240ff3e90b94c9b90ef0a9188b2d860_145) | | | | | |] [added: Liabilities](#i5d6e11e9e8174675a063efd3d071738e_154)] | | | [added: [46](#i5d6e11e9e8174675a063efd3d071738e_154)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_148) [14](#i2240ff3e90b94c9b90ef0a9188b2d860_148)] [added: [Note 1](#i5d6e11e9e8174675a063efd3d071738e_157)[5](#i5d6e11e9e8174675a063efd3d071738e_157)] | | | | | | [Commitments and [removed: Contingencies](#i2240ff3e90b94c9b90ef0a9188b2d860_148) | | | [45](#i2240ff3e90b94c9b90ef0a9188b2d860_148) | | | | | |] [added: Contingencies](#i5d6e11e9e8174675a063efd3d071738e_157)] | | | [added: [46](#i5d6e11e9e8174675a063efd3d071738e_157)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_151) [15](#i2240ff3e90b94c9b90ef0a9188b2d860_151)] [added: [Note](#i5d6e11e9e8174675a063efd3d071738e_160) [16](#i5d6e11e9e8174675a063efd3d071738e_160)] | | | | | | [Commercial Paper and Long-Term [removed: Debt](#i2240ff3e90b94c9b90ef0a9188b2d860_151) | | | [46](#i2240ff3e90b94c9b90ef0a9188b2d860_151) | | | | | |] [added: Debt](#i5d6e11e9e8174675a063efd3d071738e_160)] | | | [added: [47](#i5d6e11e9e8174675a063efd3d071738e_160)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_157) [16](#i2240ff3e90b94c9b90ef0a9188b2d860_157)] [added: [Note](#i5d6e11e9e8174675a063efd3d071738e_166) [17](#i5d6e11e9e8174675a063efd3d071738e_166)] | | | | | | [Derivative Financial [removed: Instruments](#i2240ff3e90b94c9b90ef0a9188b2d860_157) | | | [47](#i2240ff3e90b94c9b90ef0a9188b2d860_157) | | | | | |] [added: Instruments](#i5d6e11e9e8174675a063efd3d071738e_166)] | | | [added: [48](#i5d6e11e9e8174675a063efd3d071738e_166)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_169) [18](#i2240ff3e90b94c9b90ef0a9188b2d860_169)] [added: [Note 1](#i5d6e11e9e8174675a063efd3d071738e_172)[9](#i5d6e11e9e8174675a063efd3d071738e_172)] | | | | | | [Incomes [removed: Taxes](#i2240ff3e90b94c9b90ef0a9188b2d860_169) | | | [50](#i2240ff3e90b94c9b90ef0a9188b2d860_169) | | | | | |] [added: Taxes](#i5d6e11e9e8174675a063efd3d071738e_172)] | | | [added: [51](#i5d6e11e9e8174675a063efd3d071738e_172)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_172) [19](#i2240ff3e90b94c9b90ef0a9188b2d860_172)] [added: [Note](#i5d6e11e9e8174675a063efd3d071738e_175) [20](#i5d6e11e9e8174675a063efd3d071738e_175)] | | | | | | [Other Noncurrent [removed: Liabilities](#i2240ff3e90b94c9b90ef0a9188b2d860_172) | | | [52](#i2240ff3e90b94c9b90ef0a9188b2d860_172) | | | | | |] [added: Liabilities](#i5d6e11e9e8174675a063efd3d071738e_175)] | | | [added: [53](#i5d6e11e9e8174675a063efd3d071738e_175)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_175) [20](#i2240ff3e90b94c9b90ef0a9188b2d860_175)] [added: [Note 2](#i5d6e11e9e8174675a063efd3d071738e_178)[1](#i5d6e11e9e8174675a063efd3d071738e_178)] | | | | | | [Share [removed: Repurchase](#i2240ff3e90b94c9b90ef0a9188b2d860_175) | | | [52](#i2240ff3e90b94c9b90ef0a9188b2d860_175) | | | | | |] [added: Repurchase](#i5d6e11e9e8174675a063efd3d071738e_178)] | | | [added: [53](#i5d6e11e9e8174675a063efd3d071738e_178)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_178) [21](#i2240ff3e90b94c9b90ef0a9188b2d860_178)] [added: [Note 2](#i5d6e11e9e8174675a063efd3d071738e_181)[2](#i5d6e11e9e8174675a063efd3d071738e_181)] | | | | | | [Share-Based [removed: Compensation](#i2240ff3e90b94c9b90ef0a9188b2d860_178) | | | [52](#i2240ff3e90b94c9b90ef0a9188b2d860_178) | | | | | |] [added: Compensation](#i5d6e11e9e8174675a063efd3d071738e_181)] | | | [added: [53](#i5d6e11e9e8174675a063efd3d071738e_181)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_184) [22](#i2240ff3e90b94c9b90ef0a9188b2d860_184)] [added: [Note 2](#i5d6e11e9e8174675a063efd3d071738e_184)[3](#i5d6e11e9e8174675a063efd3d071738e_184)] | | | | | | [Defined Contribution [removed: Plans](#i2240ff3e90b94c9b90ef0a9188b2d860_184) | | | [55](#i2240ff3e90b94c9b90ef0a9188b2d860_184) | | | | | |] [added: Plans](#i5d6e11e9e8174675a063efd3d071738e_184)] | | | [added: [55](#i5d6e11e9e8174675a063efd3d071738e_184)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_187) [23](#i2240ff3e90b94c9b90ef0a9188b2d860_187)] [added: [Note](#i5d6e11e9e8174675a063efd3d071738e_187) [24](#i5d6e11e9e8174675a063efd3d071738e_187)] | | | | | | [Pension [removed: Plans](#i2240ff3e90b94c9b90ef0a9188b2d860_187) | | | [55](#i2240ff3e90b94c9b90ef0a9188b2d860_187) | | | | | |] [added: Plans](#i5d6e11e9e8174675a063efd3d071738e_187)] | | | [added: [56](#i5d6e11e9e8174675a063efd3d071738e_187)] | | |

| [removed: [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_193) [24](#i2240ff3e90b94c9b90ef0a9188b2d860_193)] [added: [Note](#i5d6e11e9e8174675a063efd3d071738e_190) [25](#i5d6e11e9e8174675a063efd3d071738e_190)] | | | | | | [Accumulated Other Comprehensive [removed: Income](#i2240ff3e90b94c9b90ef0a9188b2d860_193) | | | [59](#i2240ff3e90b94c9b90ef0a9188b2d860_193) | | | | | |] [added: Income](#i5d6e11e9e8174675a063efd3d071738e_190)] | | | [added: [60](#i5d6e11e9e8174675a063efd3d071738e_190)] | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 30] [added: 31] | | |

| | | | FINANCIAL STATEMENTS | | | [Table of [removed: Contents](#i2240ff3e90b94c9b90ef0a9188b2d860_7)] [added: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] | | |

| | | | REPORTS | | | [Index to Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_64)] [added: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] | | |

| Brian C. Cornell Chairman and Chief Executive Officer March [removed: 11, 2020] [added: 10, 2021] | | | | | | Michael J. Fiddelke Executive Vice President and Chief Financial Officer | | |

We have audited the accompanying consolidated statements of financial position of Target Corporation (the Corporation) as of [removed: February 1, 2020] [added: January 30, 2021] and February [removed: 2, 2019,] [added: 1, 2020,] the related consolidated statements of operations, comprehensive income, cash flows and shareholders' investment for each of the three years in the period ended [removed: February 1, 2020,] [added: January 30, 2021,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Corporation at [removed: February 1, 2020] [added: January 30, 2021] and February [removed: 2, 2019,] [added: 1, 2020,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: February 1, 2020,] [added: January 30, 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Corporation's internal control over financial reporting as of [removed: February 1, 2020,] [added: January 30, 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March [removed: 11, 2020] [added: 10, 2021] expressed an unqualified opinion thereon.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 31] [added: 32] | | |

| *Description of the Matter* | | | At [removed: February 1, 2020,] [added: January 30, 2021,] the [removed: Corporation's] [added: Corporation’s] inventory was [removed: $8,992] [added: $10,653] million. As described in Note [removed: 8] [added: 9] to the consolidated financial statements, the Corporation accounts for the vast majority of its inventory under the retail inventory accounting method (RIM) using the last-in, first-out (LIFO) method. RIM is an averaging method that has been widely used in the retail industry due to its practicality. Under RIM, inventory cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the inventory retail value. | | |

| [removed: | | |] Auditing inventory requires extensive audit effort including significant involvement of more experienced audit team members, including the involvement of our information technology (IT) professionals, given the relatively higher level of automation impacting the inventory process including the involvement of multiple information systems used to capture the high volume of transactions processed by the Corporation. Further, the inventory process is supported by a number of automated and IT dependent controls that elevate the importance of the IT general controls that support the underlying information systems utilized to process transactions. [added: In addition, in March 2020, as a result of COVID-19, the Company temporarily suspended physical inventory counts at its stores. The Company resumed physical inventory counts in June 2020 using a statistical sampling method. Historically, the Company counted nearly all of its stores annually.] | | | [added: | | |]

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Corporation’s inventory process, including the underlying IT general controls. For example, we tested automated controls performed by the Corporation’s information systems and controls over the completeness of data transfers between information systems used in performing the Corporation’s RIM calculation. Our audit procedures included, among others, testing the processing scenarios of the automated controls by evaluating configuration settings and performing a transaction walkthrough for each scenario. [added: In addition, we evaluated the design and tested the effectiveness of controls over the Company’s modified store inventory count process, including the determination of the number of stores counted and evaluation of the results from the sample it counted.] | | |

| [Note 2](#i5d6e11e9e8174675a063efd3d071738e_2169) | | | | | | [Coronavirus (COVID-19)](#i5d6e11e9e8174675a063efd3d071738e_2169) | | | [40](#i5d6e11e9e8174675a063efd3d071738e_2169) | | |

| [Note 3](#i5d6e11e9e8174675a063efd3d071738e_112) | | | | | | [Revenues](#i5d6e11e9e8174675a063efd3d071738e_112) | | | [41](#i5d6e11e9e8174675a063efd3d071738e_112) | | |

| [Note](#i5d6e11e9e8174675a063efd3d071738e_133) [9](#i5d6e11e9e8174675a063efd3d071738e_133) | | | | | | [Inventory](#i5d6e11e9e8174675a063efd3d071738e_133) | | | [44](#i5d6e11e9e8174675a063efd3d071738e_133) | | |

| [Note](#i5d6e11e9e8174675a063efd3d071738e_169) [18](#i5d6e11e9e8174675a063efd3d071738e_169) | | | | | | [Leases](#i5d6e11e9e8174675a063efd3d071738e_169) | | | [48](#i5d6e11e9e8174675a063efd3d071738e_166) | | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i5d6e11e9e8174675a063efd3d071738e_7) | | |

| | | | REPORTS | | | [Index to Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_82) | | |

March 10, 2021

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i5d6e11e9e8174675a063efd3d071738e_7) | | |

| | | | REPORTS | | | [Index to Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_82) | | |

| Brian C. Cornell Chairman and Chief Executive Officer March 10, 2021 | | | | | | Michael J. Fiddelke Executive Vice President and Chief Financial Officer | | |

March 10, 2021

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i5d6e11e9e8174675a063efd3d071738e_7) | | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i5d6e11e9e8174675a063efd3d071738e_7) | | |

| | | | | | | [Index to Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_82) | | |

| Pension benefit liabilities | | | 102 | | | (65) | | | (52) | | |

See accompanying [Notes to Consolidated Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_106).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i5d6e11e9e8174675a063efd3d071738e_7) | | |

| | | | | | | [Index to Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_82) | | |

See accompanying [Notes to Consolidated Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_106).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i5d6e11e9e8174675a063efd3d071738e_7) | | |

| | | | | | | [Index to Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_82) | | |

| Net earnings | | | $ | 4,368 | | $ | 3,281 | | $ | 2,937 | |

See accompanying [Notes to Consolidated Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_106).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i5d6e11e9e8174675a063efd3d071738e_7) | | |

| | | | | | | [Index to Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_82) | | |

| Repurchase of stock | | | (5.7) | | | — | | | — | | | (609) | | | — | | | (609) | | |

| January 30, 2021 | | | 500.9 | | | $ | 42 | | $ | 6,329 | | $ | 8,825 | | $ | (756) | | $ | 14,440 | |

See accompanying [Notes to Consolidated Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_106).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i5d6e11e9e8174675a063efd3d071738e_7) | | |

Coronavirus (COVID-19)

On March 11, 2020, the World Health Organization declared the novel coronavirus disease (COVID-19) a pandemic, and on March 13, 2020, the United States declared a national emergency.

States and cities have taken various measures in response to COVID-19, including mandating the closure of certain businesses and encouraging or requiring citizens to avoid large gatherings.

To date, virtually all of our stores, digital channels, and distribution centers have remained open.

Throughout 2020, guest shopping patterns changed significantly and unpredictably in reaction to the COVID-19 pandemic.

Four of our five core merchandise categories have experienced significant sales growth throughout the year; however, sales of Apparel and Accessories declined significantly in the first quarter before rebounding in the balance of the year.

[Note 3](#i5d6e11e9e8174675a063efd3d071738e_112) provides sales by category.

In response to these changes, we have taken many actions, including accelerating purchases of certain merchandise in our core categories and slowing or canceling certain purchase orders, primarily for Apparel and Accessories.

As a result of these actions, we recorded $226 million of purchase order cancellation fees in Cost of Sales.

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i5d6e11e9e8174675a063efd3d071738e_7) | | |

| | | | NOTES | | | [Index to Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_82) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_100) [2](#i2240ff3e90b94c9b90ef0a9188b2d860_100) | | | | | | [Revenues](#i2240ff3e90b94c9b90ef0a9188b2d860_100) | | | [40](#i2240ff3e90b94c9b90ef0a9188b2d860_100) | | | | | | | | | | | |

| [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_121) [8](#i2240ff3e90b94c9b90ef0a9188b2d860_121) | | | | | | [Inventory](#i2240ff3e90b94c9b90ef0a9188b2d860_121) | | | [43](#i2240ff3e90b94c9b90ef0a9188b2d860_121) | | | | | | | | | | | |

| [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_163) [17](#i2240ff3e90b94c9b90ef0a9188b2d860_163) | | | | | | [Leases](#i2240ff3e90b94c9b90ef0a9188b2d860_163) | | | [47](#i2240ff3e90b94c9b90ef0a9188b2d860_157) | | | | | | | | | | | |

| [Note](#i2240ff3e90b94c9b90ef0a9188b2d860_202) [25](#i2240ff3e90b94c9b90ef0a9188b2d860_202) | | | | | | [Quarterly Results (Unaudited)](#i2240ff3e90b94c9b90ef0a9188b2d860_202) | | | [59](#i2240ff3e90b94c9b90ef0a9188b2d860_202) | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

March 11, 2020

| Pension and other benefit liabilities, net of tax | | | (65) | | | (52) | | | 2 | | |

| Cash paid for acquisitions, net of cash assumed | | | — | | | — | | | (518) | | |

| January 28, 2017 | | | 556.2 | | | $ | 46 | | $ | 5,661 | | $ | 5,846 | | $ | (638) | | $ | 10,915 | |

| Repurchase of stock | | | (17.6) | | | (1) | | | — | | | (1,026) | | | — | | | (1,027) | | |

| Reclassification of tax effects to retained earnings | | | — | | | — | | | — | | | 117 | | | (117) | | | — | | |

Fiscal 2017 ended February 3, 2018, and consisted of 53 weeks.

*(f)*We reclassified certain baby gear sales totaling $1,570 million and $1,339 million for the fiscal years ended February 2, 2019, and February 3, 2018, respectively, from Apparel and Accessories to Beauty and Household Essentials.

We have not historically had material adjustments to our returns estimates.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (millions) | | | | | | | | | | | | | | | | | | | | | | | |

Revenue related to reward redemptions and deferred revenue under this loyalty program were immaterial to our Consolidated Financial Statements for the year ended February 1, 2020.

Historically, adjustments to our vendor income receivable have not been material.

| Gross advertising costs | | | $ | 1,647 | | $ | 1,494 | | $ | 1,476 | |

| Net advertising costs | | | $ | 1,647 | | $ | 1,494 | | $ | 1,457 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest rate swaps (c) | | | Other Current Liabilities | | | Level 2 | | | — | | | | | | 3 | | | | | | | | | | | |

We recorded a $41 million pretax impairment charge within Net Other (Income) / Expense related to our investment in Casper Sleep Inc. for which we determined the fair value had declined to $39 million as of February 1, 2020.

| Vendor income receivable | | | 464 | | | 468 | | |

The impairment losses primarily resulted from store impairments and planned or completed store closures, and for 2017, also included supply chain changes.

| Other | | | 955 | | | 830 | | |

| Debt Maturities | | | February 1, 2020 | | | | | | | | |

| Due 2020-2024 | | | 3.8 | | % | $ | 2,205 | | | | |

| Due 2025-2029 | | | 3.3 | | | 2,180 | | | | | |

| Due 2030-2034 | | | 4.2 | | | 1,305 | | | | | |

| Due 2035-2039 | | | 6.8 | | | 1,109 | | | | | |

| Due 2040-2044 | | | 4.0 | | | 1,466 | | | | | |

| Due 2045-2049 | | | 3.7 | | | 1,727 | | | | | |

In October 2017, we issued $750 million of 30-year unsecured fixed rate debt at 3.9 percent.

In addition to debt repaid at its maturity during 2017, during October 2017, we redeemed $344 million of debt before its maturity at a value of $463 million.

During 2019, we entered into interest rate swaps with a total notional amount of $1,000 million.

During the most recently completed fiscal quarter, the following [removed: change to our information technology systems] [added: changes] materially affected, or [removed: is] [added: are] reasonably likely to materially affect, our internal control over financial reporting:

For the Report of Management on Internal Control and the Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting, see [Part [removed: II](#i2240ff3e90b94c9b90ef0a9188b2d860_34),] [added: II](#i5d6e11e9e8174675a063efd3d071738e_34),] [Item [removed: 8](#i2240ff3e90b94c9b90ef0a9188b2d860_64),] [added: 8](#i5d6e11e9e8174675a063efd3d071738e_82),] [Financial Statements and Supplementary [removed: Data](#i2240ff3e90b94c9b90ef0a9188b2d860_64).][added: Data](#i5d6e11e9e8174675a063efd3d071738e_82).]

- During 2020, as a result of COVID-19, we performed physical inventory counts using a statistical sampling method.

Under this method, we have recorded estimated losses related to shrink and markdowns based upon the results of our sample counts.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| TARGET CORPORATION | | |  | | | 2020 Form 10-K | | | 60 | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of Contents](#i5d6e11e9e8174675a063efd3d071738e_7) | | |

| | | | | | | [Index to Financial Statements](#i5d6e11e9e8174675a063efd3d071738e_82) | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 60] [added: 61] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#i2240ff3e90b94c9b90ef0a9188b2d860_7)] [added: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_64)] [added: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] | | |

Certain information required by Part III is incorporated by reference from Target's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June [removed: 10, 2020] [added: 9, 2021] (our Proxy Statement).

- General information about corporate governance and the Board [removed: of Directors]

- Questions and answers about [removed: our] [added: the 2021] Annual Meeting and voting--Question 14

See also [Part [removed: I](#i2240ff3e90b94c9b90ef0a9188b2d860_10),] [added: I](#i5d6e11e9e8174675a063efd3d071738e_10),] [Item [removed: 4A](#i2240ff3e90b94c9b90ef0a9188b2d860_31),] [added: 4A](#i5d6e11e9e8174675a063efd3d071738e_31),] [Executive [removed: Officers](#i2240ff3e90b94c9b90ef0a9188b2d860_31)] [added: Officers](#i5d6e11e9e8174675a063efd3d071738e_31)] of this Form 10-K.

- Stock ownership information--Section 16(a) beneficial ownership reporting compliance

- Item two-- Ratification of appointment of Ernst & Young LLP as independent registered public accounting [removed: firm-audit] [added: firm--audit] and non-audit fees

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 61] [added: 62] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#i2240ff3e90b94c9b90ef0a9188b2d860_7)] [added: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_64)] [added: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] | | |

- [Consolidated Statements of [removed: Operations](#i2240ff3e90b94c9b90ef0a9188b2d860_67)] [added: Operations](#i5d6e11e9e8174675a063efd3d071738e_88)] for the Years Ended [added: January 30, 2021,] February 1, 2020, [removed: February 2, 2019,] and February [removed: 3, 2018][added: 2, 2019]

- [Consolidated Statements of Comprehensive [removed: Income](#i2240ff3e90b94c9b90ef0a9188b2d860_70)] [added: Income](#i5d6e11e9e8174675a063efd3d071738e_91)] for the Years Ended [added: January 30, 2021,] February 1, 2020, [removed: February 2, 2019,] and February [removed: 3, 2018][added: 2, 2019]

- [Consolidated Statements of Financial [removed: Position](#i2240ff3e90b94c9b90ef0a9188b2d860_76)] [added: Position](#i5d6e11e9e8174675a063efd3d071738e_94)] as of [added: January 30, 2021, and] February 1, 2020 [removed: and February 2, 2019]

- [Consolidated Statements of Cash [removed: Flows](#i2240ff3e90b94c9b90ef0a9188b2d860_82)] [added: Flows](#i5d6e11e9e8174675a063efd3d071738e_100)] for the Years Ended [added: January 30, 2021,] February 1, 2020, [removed: February 2, 2019,] and February [removed: 3, 2018][added: 2, 2019]

- [Consolidated Statements of Shareholders' [removed: Investment](#i2240ff3e90b94c9b90ef0a9188b2d860_85)] [added: Investment](#i5d6e11e9e8174675a063efd3d071738e_103)] for the Years Ended [added: January 30, 2021,] February 1, 2020, [removed: February 2, 2019,] and February [removed: 3, 2018][added: 2, 2019]

- [Notes to Consolidated Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_88)][added: Statements](#i5d6e11e9e8174675a063efd3d071738e_106)]

- [Report of Independent Registered Public Accounting Firm on Consolidated Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_2359)][added: Statements](#i5d6e11e9e8174675a063efd3d071738e_85)]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2019] [added: 2020] Form 10-K | | | [removed: 62] [added: 63] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#i2240ff3e90b94c9b90ef0a9188b2d860_7)] [added: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i2240ff3e90b94c9b90ef0a9188b2d860_64)] [added: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] | | |

| (3)A | | | | | | [Amended and Restated Articles of Incorporation (as amended through June 9, 2010)](http://www.sec.gov/Archives/edgar/data/27419/000110465910033363/a10-11723_1ex3da.htm) [removed: (1)] [added: *(1)*] | | |

| B | | | | | | [Bylaws (as amended [removed: through](http://www.sec.gov/Archives/edgar/data/27419/000110465920002962/tm201601d1_ex-3b.htm) [January 8, 2020](http://www.sec.gov/Archives/edgar/data/27419/000110465920002962/tm201601d1_ex-3b.htm)[)](http://www.sec.gov/Archives/edgar/data/27419/000110465920002962/tm201601d1_ex-3b.htm) (2)] [added: through](https://www.sec.gov/Archives/edgar/data/27419/000110465920042545/tm2014388d1_ex-3b.htm) [March 27](https://www.sec.gov/Archives/edgar/data/27419/000110465920042545/tm2014388d1_ex-3b.htm)[, 2020)](https://www.sec.gov/Archives/edgar/data/27419/000110465920042545/tm2014388d1_ex-3b.htm) *(2)*] | | |

| (4)A | | | | | | [Indenture, dated as of August 4, 2000 between Target Corporation and Bank One Trust Company, N.A.](http://www.sec.gov/Archives/edgar/data/27419/000091205700036147/ex-4_1.htm) [removed: (3)] [added: *(3)*] | | |

| B | | | | | | [First Supplemental Indenture dated as of May 1, 2007 to Indenture dated as of August 4, 2000 between Target Corporation and The Bank of New York Trust Company, N.A. (as successor in interest to Bank One Trust Company N.A.)](http://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm) [removed: (4)] [added: *(4)*] | | |

| (10)A | | | * | | | [Target Corporation Executive Officer Cash Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/27419/000002741917000020/0000027419-17-000020-index.html) (5)] [added: Plan](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit10a.htm)] | | |

| B | | | * | | | [Target Corporation Long-Term Incentive Plan (as amended and restated effective June 8, 2011)](http://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10db.htm) [removed: (6)] [added: *(5)*] | | |

| C | | | * | | | [Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (as amended and restated effective September 1, 2017)](http://www.sec.gov/Archives/edgar/data/27419/000002741917000027/tgt-2017729_exhibit10c.htm) [removed: (7)] [added: *(6)*] | | |

| [removed: D] [added: E] | | | * | | | [Target Corporation SPP I (2016 Plan Statement) (as amended and restated effective April 3, 2016)](http://www.sec.gov/Archives/edgar/data/27419/000002741916000051/tgt-20160430xexhibit10c.htm) [removed: (8)] [added: *(8)*] | | |

| [removed: E] [added: F] | | | * | | | [Target Corporation SPP II (2016 Plan Statement) (as amended and restated effective April 3, 2016)](http://www.sec.gov/Archives/edgar/data/27419/000002741916000051/tgt-20160430xexhibit10d.htm) [removed: (9)] [added: *(9)*] | | |

| [removed: F] [added: G] | | | * | | | [Target Corporation SPP III (2014 Plan Statement) (as amended and restated effective January 1, 2014)](http://www.sec.gov/Archives/edgar/data/27419/000002741914000014/tgt-20140201xexhibit_10e.htm) [removed: (10)] [added: *(10)*] | | |

| [removed: G] [added: H] | | | * | | | [Amendment to Target Corporation SPP III (2014 Plan Statement) (effective April 3, 2016)](http://www.sec.gov/Archives/edgar/data/27419/000002741916000051/tgt-20160430xexhibit10nn.htm) [removed: (11)] [added: *(11)*] | | |

| [removed: H] [added: I] | | | * | | | [Target Corporation Officer Deferred Compensation Plan (as amended and restated effective June 8, 2011)](http://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10df.htm) [removed: (12)] [added: *(12)*] | | |

| [removed: I] [added: M] | | | * | | | [Target Corporation Officer [removed: EDCP (2017] [added: Income Continuation] Plan [removed: Statement)] (as amended and restated effective [removed: May] [added: September] 1, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/27419/000002741917000008/tgt-20170128xexhibit10i.htm) (13)] [added: 2017)](http://www.sec.gov/Archives/edgar/data/27419/000002741917000027/tgt-2017729_exhibitx10l.htm) *(15)*] | | |

| [removed: J] [added: K] | | | * | | | [Target Corporation Deferred Compensation Plan Directors](http://www.sec.gov/Archives/edgar/data/27419/000104746907001800/a2176656zex-10_i.htm) [removed: (14)] [added: *(13)*] | | |

| [removed: K] [added: L] | | | * | | | [Target Corporation DDCP (2013 Plan Statement) (as amended and restated effective December 1, 2013)](http://www.sec.gov/Archives/edgar/data/27419/000002741914000014/tgt-20140201xexhibit_10i.htm) [removed: (15)] [added: *(14)*] | | |

| [removed: L] [added: J] | | | * | | | [Target Corporation Officer [removed: Income Continuation Plan] [added: EDCP (20](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit10j.htm)[21](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit10j.htm) [Plan Statement)] (as amended and restated [removed: effective September 1, 2017)](http://www.sec.gov/Archives/edgar/data/27419/000002741917000027/tgt-2017729_exhibitx10l.htm) (16)] [added: effective](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit10j.htm) [January](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit10j.htm) [1,](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit10j.htm) [2021](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit10j.htm)[)](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit10j.htm)] | | |

| [removed: M] [added: N] | | | * | | | [Target Corporation Executive Excess Long Term Disability Plan (as restated effective January 1, 2010)](http://www.sec.gov/Archives/edgar/data/27419/000110465910061015/a10-17636_1ex10da.htm) [removed: (17)] [added: *(16)*] | | |

| [removed: N] [added: O] | | | * | | | [Director Retirement Program](http://www.sec.gov/Archives/edgar/data/27419/000110465905015954/a05-4599_1ex10do.htm) [removed: (18)] [added: *(17)*] | | |

| [removed: O] [added: P] | | | * | | | [Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009)](http://www.sec.gov/Archives/edgar/data/27419/000104746909002623/a2190597zex-10_o.htm) [removed: (19)] [added: *(18)*] | | |

| [removed: P] [added: Q] | | | * | | | [Amendment dated June 8, 2011 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009)](http://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10daa.htm) [removed: (20)] [added: *(19)*] | | |

| [removed: Q] [added: R] | | | * | | | [Amendment dated October 25, 2017 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009)](http://www.sec.gov/Archives/edgar/data/27419/000002741917000034/tgt-20171028xexhibit10mm.htm) [removed: (21)] [added: *(20)*] | | |

| [removed: R] [added: T] | | | * | | | [Form of Amended and Restated Executive Non-Qualified Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/27419/000002741915000012/tgt_exhibitx10vx10-kxfy2014.htm) [removed: (22)] [added: *(21)*] | | |

| [removed: S] [added: U] | | | * | | | [Form of Restricted Stock Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/27419/000002741920000008/tgt-2020201xexhibit10s.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit10u.htm)] | | |

| [removed: T] [added: V] | | | * | | | [Form of Performance-Based Restricted Stock Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/27419/000002741920000008/tgt-20200201xexhibit10t.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit10v.htm)] | | |