Target (TGT) 10-K risk factor changes: FY2021 vs FY2020

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

Our reputation is based in large part on perceptions, [added: both about us] and [added: others with whom we do business, and] broad access to social media makes it easy for anyone to provide public feedback that can influence perceptions of Target.

Target’s [added: responses to crises and our] position or perceived lack of position on [removed: social,] environmental, [removed: public policy or other sensitive issues,] [added: social,] and [added: governance (ESG) matters, such as sustainability, responsible sourcing, and diversity, equity, and inclusion (DE&I), and] any perceived lack of transparency about those matters, could harm our reputation.

While reputations may take decades to build, negative incidents [added: involving us or others with whom we do business] can quickly erode trust and confidence and can result in consumer boycotts, [removed: governmental] [added: workforce unrest or walkouts, government] investigations, or litigation.

Negative reputational incidents could adversely affect our business [added: and results of operations, including] through lost sales, loss of new store and development opportunities, or team member retention and recruiting difficulties.

Guest perceptions regarding the cleanliness and safety of our stores, the [added: environmental impact of our business, the] functionality, reliability, and speed of our digital channels and fulfillment options, our in-stock levels, [removed: and] the value [added: and exclusivity] of our [removed: promotions] [added: offerings, and our efforts to source merchandise responsibly and ethically] are among the factors that affect our ability to compete.

No single competitive factor is dominant, and actions by our competitors on any of these factors [removed: or the failure of our strategies] could adversely affect our sales, gross margins, and expenses.

Our owned and exclusive brand products help differentiate us from other retailers, generally carry higher margins than equivalent national brand [removed: products] [added: products,] and represent [removed: a significant portion] [added: approximately one-third] of our overall sales.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2020] [added: 2021] Form 10-K | | | [removed: 5] [added: 7] | | |

| | | | RISK FACTORS | | | [Table of [removed: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] [added: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

In particular, consumers [removed: are able to] [added: can] quickly and conveniently comparison shop and determine real-time product availability using digital tools, which can lead to decisions based solely on price or the functionality of the digital tools.

Any difficulties in executing our differentiation [removed: efforts,] [added: efforts or] actions by our competitors in response to these [removed: efforts, or failures by vendors in managing their own channels, content and technology systems to support these] efforts could adversely affect our sales, gross margins, and expenses.

If we are unable to successfully provide a relevant and reliable experience for our guests across multiple channels, our sales, results of [removed: operations] [added: operations,] and reputation could be adversely affected.

Our business has evolved from an in-store experience to [removed: interaction] [added: interacting] with guests across multiple channels (in-store, online, mobile, [added: and] social media, [removed: voice assistants, and smart home devices,] among others).

Our evolving retailing efforts include implementing technology, [removed: software] [added: software,] and processes to be able to conveniently and cost-effectively fulfill guest orders directly from any point within our system of stores and distribution centers and [removed: from] our vendors.

Even when we are successful in meeting [removed: expectations for fulfillment,] [added: fulfillment expectations,] if we are unable to offset increased costs of fulfilling orders outside of our traditional in-store channel with efficiencies, [removed: cost-savings] [added: cost-savings,] or expense reductions, our results of operations could be adversely affected.

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, [removed: food,] [added: food] and [added: beverage, and] others.

If we do not obtain accurate and relevant data on guest preferences, predict and quickly respond to changing consumer [removed: tastes,] preferences, spending [removed: patterns] [added: 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 operations.

If our capital investments in remodeling existing stores, building new stores, [removed: and] improving [removed: technology] [added: technology,] and [added: expanding our] supply chain infrastructure do not achieve appropriate returns, our competitive position, financial [removed: condition] [added: condition,] and results of operations could be adversely affected.

Pursuing the wrong remodel or new store opportunities and any delays, cost increases, [removed: disruptions] [added: disruptions,] or other uncertainties related to those opportunities could adversely affect our results of operations.

We are making, and expect to continue to make, significant investments in technology and [removed: selective acquisitions] [added: replenishment and fulfillment infrastructure] to improve guest experiences across multiple [removed: channels and] [added: channels,] improve the speed, accuracy, and [removed: cost efficiency] [added: cost-efficiency] of our supply chain and inventory management [removed: systems.][added: systems, and support our current and expected sales levels.]

The effectiveness of these investments can be less predictable than remodeling stores, and might not provide the anticipated [removed: benefits or desired rates of return.][added: benefits.]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2020] [added: 2021] Form 10-K | | | [removed: 6] [added: 8] | | |

Pursuing the wrong investment opportunities, being unable to make new concepts scalable, [removed: making an investment commitment significantly above] or [removed: below our needs, or failing to effectively incorporate acquired businesses into] [added: misjudging] our [removed: business] [added: replenishment and fulfillment capacity needs] could result in the loss of our competitive position and adversely affect our financial condition or results of operations.

If our systems are damaged, [removed: disrupted] [added: disrupted,] or fail to function properly or reliably, we may incur substantial repair or replacement costs, experience data loss or theft and impediments to our ability to manage inventories or process guest transactions, and encounter lost guest confidence, which could require additional promotional activities to attract guests and otherwise adversely affect our results of operations.

The potential problems and interruptions associated with implementing technology initiatives, as well as providing training and support for those initiatives, could disrupt or reduce our operational efficiency, and could negatively impact guest [removed: experience] [added: experiences] and guest confidence.

For example, in the [removed: past] [added: past,] we 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.

However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long [removed: periods of time,] [added: periods,] we may be unable to anticipate these techniques or implement adequate preventive measures.

Our [removed: 2013] [added: only significant] data [removed: breach] [added: security incident] was [removed: significant] [added: a data breach that occurred in 2013] and went undetected for several weeks.

Both we and our vendors have [removed: had] [added: experienced] data security incidents since [removed: the 2013] [added: that] data breach; however, to [removed: date] [added: date,] these other incidents have not been material to our results of operations.

Based on the prominence and notoriety of [removed: the 2013] [added: our prior significant] data breach, even minor additional data security incidents could draw greater scrutiny.

If we, our vendors, or other third parties with whom we do business experience additional significant data security incidents or fail to detect and appropriately respond to significant incidents, we could be exposed to [removed: additional] government enforcement actions and private litigation.

In addition, our guests could lose confidence in our ability to protect their information, [removed: discontinue] [added: stop] using our RedCards or loyalty programs, or stop shopping with us altogether, which could adversely affect our reputation, sales, and results of operations.

The legal and regulatory environment regarding information security, cybersecurity, and data privacy is [added: dynamic,] increasingly [removed: demanding] [added: demanding,] and has enhanced requirements for using and treating personal data.

Complying with [added: current or contemplated] data protection [removed: requirements, such as those imposed by a variety of state laws,] [added: laws and regulations] 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: 2020] [added: 2021] Form 10-K | | | [removed: 7] [added: 9] | | |

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

As we continue to add capabilities to quickly move the appropriate amount of inventory at optimal operational costs through our [removed: entire] supply chain, operating our [added: replenishment and] fulfillment network becomes more complex and challenging.

If our [added: replenishment and] fulfillment network does not operate properly, if a vendor fails to deliver on its commitments, or if common carriers have difficulty providing capacity to meet demands for their services like they experienced at times during [removed: 2020,] [added: 2020 and 2021,] 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.

For example, we have a limited ability to end our relationship with CVS, which leases space to operate their clinics and pharmacies within our stores.

If our guests have negative experiences with or unfavorably view CVS or other companies with whom we have relationships, it could cause them to reduce or stop their business with us.

During the COVID-19 pandemic, many guests significantly reduced their spending on dining, travel, lodging, and other leisure activities outside their homes, which may have contributed to our increased sales, particularly for essential items and merchandise associated with guests spending more time at home.

If we are unable to effectively adapt if or when guests increase spending on other categories, it could lead to lower sales and adversely affect our results of operations.

Our store remodel program uses a custom approach based on the characteristics of each store and surrounding neighborhood, and is expected to be a continuous part of our operations to allow us to meet evolving expectations for in-store experience, fulfillment, and other changes in our business over time.

| | | | RISK FACTORS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| | | | | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

The increase in remote working arrangements by our team members, vendors, and other third parties also increases the risk of a data security compromise and the possible attack surfaces.

Although we conduct training as part of our information security, cybersecurity, and data privacy efforts, that training cannot be completely effective in preventing those attacks from being successful.

| | | | RISK FACTORS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| | | | | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

There have been periodic closings and ship diversions, labor disputes, and congestion disrupting U.S. ports, including those in California where we receive a significant portion of the products we source from outside the U.S. In addition, some vendors have had difficulty supplying us products in the quantities we seek.

If services we obtain from third parties are unavailable, disrupted, or fail to meet our standards and expectations, our operations could be adversely affected.

| | | | RISK FACTORS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| | | | | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

The COVID-19 pandemic continues to evolve, with pockets of resurgence and the emergence of variant strains contributing to continued uncertainty about its duration, severity, and lasting impact.

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.

Different COVID-19 vaccines and boosters have been developed and are being distributed.

As additional COVID-19 response measures, in certain jurisdictions, we are subject to vaccine mandates that apply to our team members, guests, and/or others who are in our stores and other buildings.

We may be subject to similar or additional measures as the COVID-19 pandemic continues.

Our implementation of these mandates and any requirements for showing compliance with them, may result in team member dissatisfaction or unrest, attrition of existing team members, difficulty in attracting new team members, inefficiencies related to team member turnover, increased costs related to ongoing compliance, scheduling disruptions, and negative guest perceptions or experiences, which could adversely affect our reputation, sales and results of operations.

| | | | RISK FACTORS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| | | | | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

Our ability to meet those labor needs could be further strained by expanded laws, regulations, and mandates adopted in connection with the COVID-19 pandemic.

We are periodically subject to labor organizing efforts and activism, which could negatively impact how we are perceived by team members and our overall reputation.

Expectations from shareholders, guests, team members, and other third parties concerning ESG reporting have increased, and our ability to meet those expectations is dependent on a variety of factors, including cooperation from sourcing vendors and other third parties and having access to consistent and reliable data.

| | | | | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

In addition, vendors and others with whom we do business may affect our reputation.

For example, CVS operates clinics and pharmacies within our stores, and our guests’ perceptions of and experiences with CVS may affect our reputation.

Our store remodel program is large and is being implemented using a custom approach based on the condition of each store and characteristics of the surrounding neighborhood.

In addition, if we are unable to successfully protect any intellectual property rights resulting from our investments, the value received from those investments may be eroded, which could adversely affect our financial condition.

Prior to 2013, all data security incidents we encountered were insignificant.

A disruption in relationships with third-party service providers could adversely affect our operations.

For example, if our guests unfavorably view CVS’s operations, our ability to discontinue the relationship is limited and our results of operations could be adversely affected.

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.

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.

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.

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

These same considerations impact the success of our credit card program.

We share in the profits generated by the credit card program with TD, which owns the receivables generated by our proprietary credit cards.

These conditions could result in us receiving lower profit-sharing payments.

We are periodically subject to labor organizing efforts.

[removed: In 2020, we continued] [added: We continue] to make strategic investments to support our durable operating and financial model that further differentiates Target and is designed to drive sustainable sales and profit growth.

- [removed: We opened 30] [added: Opened 32] new stores, including [removed: 29] [added: 28] additional small format stores in key urban markets and on college campuses.

During [removed: 2020,] [added: 2021,] over 50 percent of our [removed: comparable] digital sales [removed: growth was driven] [added: were fulfilled] by [added: our] same-day fulfillment options: Order Pickup, Drive Up, and delivery via Shipt.

[removed: 2020] [added: 2021] included the following notable items:

- GAAP diluted earnings per share were [removed: $8.64.][added: $14.10.]

- Adjusted diluted earnings per share were [removed: $9.42.][added: $13.56.]

- Total revenue increased [removed: 19.8] [added: 13.3] percent, driven by an increase in comparable sales.

- Comparable sales increased [removed: 19.3] [added: 12.7] percent, driven by a [removed: 15.0] [added: 12.3] percent increase in [removed: average transaction amount.][added: traffic.]

◦Comparable store originated sales grew [removed: 7.2] [added: 11.0] percent.

◦Comparable [removed: digital] [added: digitally] originated sales increased [removed: 145] [added: 20.8] percent.

- Operating income of [removed: $6.5] [added: $8.9] billion was [removed: 40.4] [added: 36.8] percent higher than the comparable prior-year period.

Sales were [removed: $92.4] [added: $104.6] billion for [removed: 2020,] [added: 2021,] an increase of [removed: $15.3] [added: $12.2] billion, or [removed: 19.8] [added: 13.2] percent, from the prior year.

Operating cash flow provided by continuing operations was [removed: $10.5] [added: $8.6] billion for [removed: 2020, an increase] [added: 2021, a decrease] of [removed: $3.4] [added: $(1.9)] billion, or [removed: 48.3] [added: (18.1)] percent, from [removed: $7.1] [added: $10.5] billion for [removed: 2019.][added: 2020.]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2020] [added: 2021] Form 10-K | | | [removed: 17] [added: 19] | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of [removed: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] [added: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] | | |

| | | | [removed: EXECUTIVE OVERVIEW] [added: FINANCIAL SUMMARY] & [removed: FINANCIAL SUMMARY] [added: ANALYSIS OF OPERATIONS] | | | [Index to Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

| [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | | [removed: 2020/2019] [added: 2021/2020] | | | [removed: 2019/2018] [added: 2020/2019] | | | | | |

| GAAP diluted earnings per share | | | $ | [removed: 8.64] [added: 14.10] | | $ | [removed: 6.34] [added: 8.64] | | $ | [removed: 5.50] [added: 6.34] | | [removed: 36.3] [added: 63.1] | | % | [removed: 15.4] [added: 36.3] | | % |

| Adjustments | | | [removed: 0.78] [added: (0.53)] | | | [removed: 0.05] [added: 0.78] | | | [removed: (0.10)] [added: 0.05] | | | | | | | | |

| Adjusted diluted earnings per share | | | $ | [removed: 9.42] [added: 13.56] | | $ | [removed: 6.39] [added: 9.42] | | $ | [removed: 5.39] [added: 6.39] | | [removed: 47.4] [added: 44.0] | | % | [removed: 18.4] [added: 47.4] | | % |

A reconciliation of non-GAAP financial measures to GAAP measures is provided on [page [removed: 23](#i5d6e11e9e8174675a063efd3d071738e_58).][added: 24](#ic3e4bf1571654b54a75e01746d337891_58).]

For the trailing twelve months ended January [removed: 30, 2021,] [added: 29, 2022,] after-tax ROIC was [removed: 23.5] [added: 33.1] percent, compared with [removed: 16.0] [added: 23.5] percent for the trailing twelve months ended [removed: February 1, 2020.][added: January 30, 2021.]

The calculation of ROIC is provided on [page [removed: 24](#i5d6e11e9e8174675a063efd3d071738e_61).][added: 26](#ic3e4bf1571654b54a75e01746d337891_61).]

[removed: States] [added: In 2020] and [removed: local] [added: 2021,] governments [removed: have taken] [added: took] various measures in response to COVID-19, [removed: including] [added: such as] mandating the closure of certain businesses and encouraging or requiring citizens to avoid large gatherings.

[removed: Exceptionally low clearance] [added: - higher merchandise] and [removed: promotional markdown rates] [added: freight costs] partially offset [removed: these pressures.][added: by historically low promotional and clearance markdown rates; and]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2020] [added: 2021] Form 10-K | | | [removed: 18] [added: 20] | | |

| | | | [removed: FINANCIAL SUMMARY & ANALYSIS] [added: ANALYSIS] OF OPERATIONS | | | [Index to Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

| (dollars in millions) | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | | [removed: 2020/2019] [added: 2021/2020] | | | [removed: 2019/2018] [added: 2020/2019] | | |

| Sales | | | $ | [removed: 92,400] [added: 104,611] | | $ | [removed: 77,130] [added: 92,400] | | $ | [removed: 74,433] [added: 77,130] | | [removed: 19.8] [added: 13.2] | | % | [removed: 3.6] [added: 19.8] | | % |

| Other revenue | | | [removed: 1,161] [added: 1,394] | | | [removed: 982] [added: 1,161] | | | [removed: 923] [added: 982] | | | [removed: 18.2] [added: 20.2] | | | [removed: 6.3] [added: 18.2] | | |

| Total revenue | | | [removed: 93,561] [added: 106,005] | | | [removed: 78,112] [added: 93,561] | | | [removed: 75,356] [added: 78,112] | | | [removed: 19.8] [added: 13.3] | | | [removed: 3.7] [added: 19.8] | | |

| Cost of sales | | | [removed: 66,177] [added: 74,963] | | | [removed: 54,864] [added: 66,177] | | | [removed: 53,299] [added: 54,864] | | | [removed: 20.6] [added: 13.3] | | | [removed: 2.9] [added: 20.6] | | |

| SG&A expenses | | | [removed: 18,615] [added: 19,752] | | | [removed: 16,233] [added: 18,615] | | | [removed: 15,723] [added: 16,233] | | | [removed: 14.7] [added: 6.1] | | | [removed: 3.2] [added: 14.7] | | |

| Depreciation and amortization (exclusive of depreciation included in cost of sales) | | | [removed: 2,230] [added: 2,344] | | | [removed: 2,357] [added: 2,230] | | | [removed: 2,224] [added: 2,357] | | | [removed: (5.4)] [added: 5.1] | | | [removed: 6.0] [added: (5.4)] | | |

| Operating income | | | $ | [removed: 6,539] [added: 8,946] | | $ | [removed: 4,658] [added: 6,539] | | $ | [removed: 4,110] [added: 4,658] | | [removed: 40.4] [added: 36.8] | | % | [removed: 13.3] [added: 40.4] | | % |

| Rate Analysis | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | |

| Gross margin rate | | | [removed: 28.4] [added: 28.3] | | % | [removed: 28.9] [added: 28.4] | | % | [removed: 28.4] [added: 28.9] | | % |

| SG&A expense rate | | | [removed: 19.9] [added: 18.6] | | | [removed: 20.8] [added: 19.9] | | | [removed: 20.9] [added: 20.8] | | |

| Depreciation and amortization (exclusive of depreciation included in cost of sales) expense rate | | | [removed: 2.4] [added: 2.2] | | | [removed: 3.0] [added: 2.4] | | | 3.0 | | |

| Operating income margin rate | | | [removed: 7.0] [added: 8.4] | | | [removed: 6.0] [added: 7.0] | | | [removed: 5.5] [added: 6.0] | | |

During 2021, in support of our enterprise strategy described in [Item 1 on page 2](#ic3e4bf1571654b54a75e01746d337891_13) of this Form 10-K, we

- Expanded our digital fulfillment capabilities, including adding permanent storage capacity in more than 200 high-volume stores, adding thousands of new items to the list available for Order Pickup and Drive Up, and doubling the number of Drive Up parking stalls compared with last year.

- Continued the steady stream of newness across our assortment and continued to introduce new owned brands, including our arts and crafts owned brand, Mondo LlamaTM, our sweet and savory food brand, Favorite DayTM, our pet food brand, KindfullTM, and our first dedicated storage and home organization owned brand, BrightroomTM.

For the first time in history, 11 brands delivered $1 billion or more in sales, with 4 brands delivering over $2 billion in sales, driven by strength in Apparel, Home Furnishings & Decor and Food & Beverage.

- Launched *Ulta Beauty at Target* on Target.com and in about 100 Target locations, and expanded our Apple and Disney experiences.

- Remodeled 145 stores.

- Invested significantly in our team, including recognition bonuses and launch of a new debt-free education assistance program.

- We recognized a $335 million pretax gain on the sale of Dermstore.

The drivers of the operating cash flow decrease are described on [page 2](#ic3e4bf1571654b54a75e01746d337891_64)[7](#ic3e4bf1571654b54a75e01746d337891_64).

The COVID-19 pandemic continues to evolve.

Since the onset of the COVID-19 pandemic, we have experienced strong comparable sales growth and significant volatility in our sales category and channel mix.

Supply Chain Disruptions

In recent months, we have seen increasing supply chain disruptions.

In addition to country of origin production delays, trucker and dockworker shortages, a broad-based surge in consumer demand, and other factors have led to industry-wide U.S. port and ground transportation delays.

In response, we have taken various actions, including ordering merchandise earlier, securing ocean freight routes, and increased use of air transport for certain merchandise.

Some of these supply chain disruptions and resulting actions have resulted in increased costs.

The Gross Margin Rate analysis on [page 22](#ic3e4bf1571654b54a75e01746d337891_2130) provides additional information.

In February 2021, we sold Dermstore LLC (Dermstore) for $356 million in cash and recognized a $335 million pretax gain, which is included in Net Other (Income) / Expense.

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| Digitally originated comparable sales change | | | 20.8 | | | 144.7 | | | 28.6 | | |

| Sales by Fulfillment Channel | | | 2021 | | | 2020 | | | 2019 | | |

| Stores | | | 96.4 | | % | 96.0 | | % | 97.2 | | % |

| Other | | | 3.6 | | | 4.0 | | | 2.8 | | |

Note: Sales fulfilled by stores include in-store purchases and digitally originated sales fulfilled by shipping merchandise from stores to guests, Order Pickup, Drive Up, and Shipt.

| Total | | | 100 | | % | 100 | | % | 100 | | % |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

This decrease reflected the net impact of

- supply chain pressure related to increased compensation and headcount in our distribution centers, partially offset by the small net benefit of a higher percentage of digital sales fulfilled through our lower-cost same-day fulfillment options

- favorable mix in the relative growth rates of higher and lower margin categories.

Our SG&A expense rate was 18.6 percent in 2021, compared with 19.9 percent in 2020, reflecting the leverage benefit from strong revenue growth.

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| | | | ANALYSIS OF OPERATIONS | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

| January 29, 2022 | | | January 30, 2021 | | | | | | January 29, 2022 | | | January 30, 2021 | | | | | |

Net interest expense was $421 million for 2021, compared with $977 million for 2020, which included a $512 million loss on early debt retirement.

2021 included the $335 million gain on the February 2021 sale of Dermstore.

The rate increase was driven by significantly higher pretax earnings, which diluted the tax-rate benefit of fixed and discrete tax items.

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| Gain on Dermstore Sale | | | | | | $ | (335) | | | | | $ | (269) | | | | | $ | (0.55) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | |

*(b)*Other items unrelated to current period operations, none of which were individually significant.

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

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 have done this through an investment strategy focused on:

Elevating the Shopping Experiences and Winning with High-Touch Service

- 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.

Curation at Scale

- We continued the steady stream of newness and exclusives across our assortment and continued to introduce new owned brands.

We expanded the assortment of our Food & Beverage owned brand, Good & GatherTM, which launched in 2019 and has become our largest selling food brand.

- 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.

Delivering Ease and Convenience through Same-Day Services

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

- 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.

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.

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.

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.

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

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.

In February 2021, we sold Dermstore LLC (Dermstore) for approximately $350 million, subject to working capital and other closing adjustments.

We expect to recognize a pre-tax gain in excess of $300 million in the first quarter of 2021.

The increase in 2020 sales compared to 2019 is due to a 19.3 percent comparable sales increase and the contribution from new stores.

The COVID-19 pandemic has affected the amount and mix of sales across channels and categories.

| Contribution from digitally originated sales to comparable sales | | | 12.1 | | | 1.9 | | | 1.8 | | |

As of January [removed: 30, 2021,] [added: 29, 2022,] our exposure to market risk was primarily from interest rate changes on our debt [removed: obligations,] [added: obligations and short-term investments,] some of which are at a London Interbank Offered Rate (LIBOR).

As of January [removed: 30, 2021,] [added: 29, 2022,] our floating rate short-term investments exceeded our floating rate debt by approximately [removed: $6.1] [added: $3.5] billion.

Based on our balance sheet position as of January [removed: 30, 2021,] [added: 29, 2022,] 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 increase our earnings before income taxes by [removed: $6] [added: $3] million.

For example, our short-term investments as of January [removed: 30, 2021,] [added: 29, 2022,] exceeded our floating rate debt due to operating cash flow acceleration driven by strong operating [removed: results, as well as the temporary suspension of share repurchases and reduced capital expenditures in the uncertain environment.][added: results.]

See further description of our debt and derivative instruments in [Notes [removed: 16](#i5d6e11e9e8174675a063efd3d071738e_160)] [added: 16](#ic3e4bf1571654b54a75e01746d337891_160)] and [removed: [17](#i5d6e11e9e8174675a063efd3d071738e_166)] [added: [17](#ic3e4bf1571654b54a75e01746d337891_163)] to the Financial Statements.

The United Kingdom's Financial Conduct Authority has announced the intent to phase out LIBOR [removed: over the next several years.][added: by June 2023.]

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

Based on our balance sheet position as of January [removed: 30, 2021,] [added: 29, 2022,] the annualized effect of a 0.5 percentage point [removed: decrease] [added: increase/(decrease)] in interest rates would [removed: be to decrease] [added: increase/(decrease)] earnings before income taxes by [removed: $5] [added: $6] million.

A 1 percentage point decrease in the weighted average discount rate would increase annual expense by [removed: $59] [added: $62] million.

[removed: At year-end,] [added: As of January 29, 2022,] we had hedged [removed: 65] [added: 70] percent of the interest rate exposure of our plan liabilities.

As more fully described in [Note [removed: 23](#i5d6e11e9e8174675a063efd3d071738e_184)] [added: 23](#ic3e4bf1571654b54a75e01746d337891_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: 2020] [added: 2021] Form 10-K | | | [removed: 30] [added: 32] | | |

| | | | FINANCIAL STATEMENTS | | | [Table of [removed: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] [added: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] | | |

| | | | INDEX | | | [Index to Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| | | | QUANTITATIVE AND QUALITATIVE DISCLOSURES | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

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

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

| TARGET CORPORATION | | |  | | | 2021 Form 10-K | | | 33 | | |

| | | | | | | | | |

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

Target Corporation (Target, the [removed: Corporation] [added: Corporation,] or the Company) was incorporated in Minnesota in 1902.

For information on key financial highlights, see [Part [removed: II](#i5d6e11e9e8174675a063efd3d071738e_34), [Item 7](#i5d6e11e9e8174675a063efd3d071738e_43), [Management's] [added: II, Item 7, Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5d6e11e9e8174675a063efd3d071738e_43)] [added: Operations](#ic3e4bf1571654b54a75e01746d337891_43)] (MD&A).

A larger share of annual revenues [removed: and earnings] traditionally occurs in the fourth quarter because it includes the November and December holiday sales period.

Our digital channels include a wide merchandise assortment, including many items found in our stores, along with a complementary [removed: assortment.][added: assortment sold by Target and third parties.]

Approximately one-third of [removed: 2020] [added: 2021] sales was related to our owned and exclusive brands, [removed: including] [added: including,] but not [removed: limited] [added: limited,] to the following:

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

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

| [removed: Archer Farms™] [added: Art Class™] | | | Hyde & EEK! Boutique™ | | | Smartly™ | | |

| [removed: Art Class™] [added: Auden™] | | | JoyLab™ | | | Smith & Hawken™ | | |

| Bullseye's Playground™ | | | [removed: Market Pantry™] [added: Made By Design™] | | | Sun Squad™ | | |

| [removed: Casaluna™] [added: Cloud Island™] | | | More Than Magic™ | | | [removed: Threshold™] [added: up & up™] | | |

| Cat & Jack™ | | | [removed: Opalhouse™] [added: Mondo Llama™] | | | Universal Thread™ | | |

| Colsie™ | | | [removed: Original Use™] [added: Opalhouse™] | | | Wild Fable™ | | |

| Embark™ | | | [removed: Pillowfort™] [added: Open Story™] | | | Wondershop™ | | |

| Everspring™ | | | [removed: Project 62™] [added: Original Use™] | | | Xhilaration™ | | |

| Good & Gather™ | | | [removed: Prologue™] [added: Project 62™] | | | | | |

| [added: A New Day™ | | |] Goodfellow & Co™ | | | Room Essentials™ | | | [removed: | | |]

| [removed: California Roots™] [added: Jingle & Mingle™] | | | Rosé Bae™ | | | Wine Cube™ | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2020] [added: 2021] Form 10-K | | | 2 | | |

| | | | BUSINESS | | | [Table of [removed: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] [added: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

We also sell merchandise through periodic exclusive design and creative [removed: partnerships] [added: partnerships,] and [added: shop-in-shop experiences, with partners such as Apple, Disney, Levi's, and Ulta Beauty, and] generate revenue from in-store amenities such as Target [removed: Café and leased or licensed departments such as Target Optical,] [added: Café,] Starbucks, and [removed: other food service offerings.][added: Target Optical.]

[removed: At Target, our] [added: Our corporate] purpose is to help all families discover the joy of everyday life.

In support of [removed: this purpose we] [added: our purpose—to help all families discover the joy of everyday life—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 [removed: U.S.,] [added: United States (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.

As of January [removed: 30, 2021,] [added: 29, 2022,] we employed approximately [removed: 409,000] [added: 450,000] full-time, part-time, and seasonal team members.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2020] [added: 2021] Form 10-K | | | 3 | | |

[removed: *Diversity] [added: *Diversity, Equity,] and Inclusion*

We champion workplace diversity and [removed: inclusion and] [added: an inclusive work environment with a] focus on [removed: developing, advancing,] [added: attracting, engaging, developing] and [removed: recruiting] [added: advancing] 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 [removed: (which, beginning with our 2019 report,] [added: (which] 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 [removed: also] fundamental to creating an inclusive guest experience.

Our compensation packages include a [removed: $15 per-hour minimum] starting wage [added: of at least $15 per hour] for [removed: US] [added: U.S.] 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, [added: debt-free education assistance and] tuition reimbursement, [removed: various team member assistance programs,] [added: free mental health services,] an annual short-term incentive program, long-term equity awards, and health insurance [removed: benefits.][added: benefits, including free virtual health care visits.]

[removed: In 2020] [added: Since the start of the COVID-19 pandemic in 2020,] we [removed: invested more than $1 billion] [added: have continued to invest] in the well-being, health, and safety of our team members and guests.

The [Liquidity and Capital [removed: Resources](#i5d6e11e9e8174675a063efd3d071738e_64)] [added: Resources](#ic3e4bf1571654b54a75e01746d337891_64)] section in MD&A provides additional details.

We compete with traditional and internet retailers, including department stores, off-price general merchandise retailers, wholesale clubs, category-specific retailers, drug stores, supermarkets, [added: direct-to-consumer brands,] and other forms of retail commerce.

Pay Less." brand promise, and our "Bullseye Design," have been registered with the [removed: United States (U.S.)] [added: U.S.] Patent and Trademark Office.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2020] [added: 2021] Form 10-K | | | 4 | | |

| | | | BUSINESS & RISK FACTORS | | | [Table of [removed: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] [added: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] | | |

Strategy

Our team, technology, and operations enable us to meet our corporate purpose and offer a preferred shopping experience to our guests through a durable, growth-driving enterprise strategy that differentiates Target in the marketplace.

The six pillars of our strategy are:

- Delivering affordability to our guests;

- Differentiating from our competition with our owned brands and a curated assortment of leading national brands;

- Investing to create an engaging and differentiated shopping experience;

- Leveraging our stores-as-hubs to efficiently provide a convenient and safe experience for our guests whether they purchase online or physically in-store;

- Maintaining and enhancing our relevancy to deepen engagement with guests; and

- Leveraging our size and scale to benefit people, the planet, and our business, primarily through Target Forward, the sustainability-focused component of our overall business strategy, announced in 2021.

As illustrated by the charts below, our strategy places stores at the center of our flexible fulfillment approach, with stores fulfilling over 95 percent of total sales.


Sales by Fulfillment Channel





Sales by Product Category





| | | | BUSINESS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| | | | | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

| Ava & Viv™ | | | Kindfull™ | | | Sonia Kashuk™ | | |

| Boots & Barkley™ | | | Knox Rose™ | | | Spritz™ | | |

| Brightroom™ | | | Kona Sol™ | | | Stars Above™ | | |

| Casaluna™ | | | Market Pantry™ | | | Threshold™ | | |

| Favorite Day™ | | | Pillowfort™ | | | | | |

| California Roots™ | | | Mystic Reef™ | | | SunPop™ | | |

| Headliner™ | | | Photograph™ | | | The Collection™ | | |

| | | | BUSINESS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| | | | | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

Our Board of Directors, through the Compensation and Human Capital Management Committee, oversees human capital management matters.

We embrace diversity and strive to give our team members equitable access to opportunities.

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

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

| TARGET CORPORATION | | |  | | | 2021 Form 10-K | | | 5 | | |

| | | | | | | | | |

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

| | | | | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

Our ability to deliver a preferred shopping experience to our guests is supported by our supply chain and technology, our devotion to innovation, our loyalty offerings and suite of fulfillment options, and our disciplined approach to managing our business and investing in future growth.

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

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

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

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

| 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.

*COVID-19*

No response is required under Item 103 of Regulation S-K.

The following proceedings are being reported pursuant to Item 103 of Regulation S-K:

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

Federal Securities Law Class Actions

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 (the Federal Securities Law Class Actions) filed in the U.S. District Court for the District of Minnesota (the Court).

The lead plaintiff filed a Consolidated Amended Class Action Complaint (First Complaint) on November 14, 2016, alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 relating to the Canada Disclosure and naming Target, its former chief executive officer, its present chief operating officer, and the former president of Target Canada as defendants.

On March 19, 2018, the Court denied the plaintiff's motion to alter or amend the final judgment issued on July 31, 2017, dismissing the Federal Securities Law Class Actions.

On April 18, 2018, the plaintiff appealed the Court's final judgment.

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.

ERISA Class Actions

On July 12, 2016 and July 15, 2016, Target Corporation, the Plan Investment Committee and Target’s current chief operating officer were named as defendants in two purported Employee Retirement Income Security Act of 1974 (ERISA) class actions filed in the Court.

The plaintiffs filed an Amended Class Action Complaint (the First ERISA Class Action) on December 14, 2016, alleging violations of Sections 404 and 405 of ERISA relating to the Canada Disclosure and naming Target, the Plan Investment Committee, and seven present or former officers as defendants.

The plaintiffs sought to represent a class consisting of all persons who were participants in or beneficiaries of the Target Corporation 401(k) Plan or the Target Corporation Ventures 401(k) Plan (collectively, the Plans) at any time between February 27, 2013 and May 19, 2014 and whose Plan accounts included investments in Target stock.

The plaintiffs sought damages, an injunction and other unspecified equitable relief, and attorneys’ fees, expenses, and costs, based on allegations that the defendants breached their fiduciary duties by failing to take action to prevent Plan participants from continuing to purchase Target stock during the class period at prices that allegedly were artificially inflated.

After the Court dismissed the First ERISA Class Action on July 31, 2017, the plaintiffs filed a new ERISA Class Action (the Second ERISA Class Action) with the Court on August 30, 2017, which had substantially similar allegations, defendants, class representation, and damages sought as the First ERISA Class Action, except that the class period was extended to August 6, 2014.

On June 15, 2018, the Court granted the motion by Target and the other defendants to dismiss the Second ERISA Class Action.

On July 16, 2018, the plaintiffs appealed the Court's dismissal.

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

For the fiscal year ended January [removed: 30, 2021][added: 29, 2022]

[removed: ][added: ]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of July [removed: 31, 2020,] [added: 30, 2021,] was [removed: $62,803,635,300] [added: $127,440,308,386] based on the closing price of [removed: $125.88] [added: $261.05] 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: 4, 2021,] [added: 3, 2022,] were [removed: 498,616,180.][added: 462,418,075.]

Portions of Target's Proxy Statement for the Annual Meeting of Shareholders to be held on June [removed: 9, 2021,] [added: 8, 2022,] are incorporated into Part III.

| | | | [Table of [removed: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] [added: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] | | |

| | | | [Index to Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

| [Item [removed: 1](#i5d6e11e9e8174675a063efd3d071738e_13)] [added: 1](#ic3e4bf1571654b54a75e01746d337891_13)] | | | | | | [removed: [Business](#i5d6e11e9e8174675a063efd3d071738e_13)] [added: [Business](#ic3e4bf1571654b54a75e01746d337891_13)] | | | [removed: [2](#i5d6e11e9e8174675a063efd3d071738e_13)] [added: [2](#ic3e4bf1571654b54a75e01746d337891_13)] | | |

| [Item [removed: 1A](#i5d6e11e9e8174675a063efd3d071738e_16)] [added: 1A](#ic3e4bf1571654b54a75e01746d337891_16)] | | | | | | [Risk [removed: Factors](#i5d6e11e9e8174675a063efd3d071738e_16)] [added: Factors](#ic3e4bf1571654b54a75e01746d337891_16)] | | | [removed: [5](#i5d6e11e9e8174675a063efd3d071738e_16)] [added: [7](#ic3e4bf1571654b54a75e01746d337891_16)] | | |

| [Item [removed: 1B](#i5d6e11e9e8174675a063efd3d071738e_19)] [added: 1B](#ic3e4bf1571654b54a75e01746d337891_19)] | | | | | | [Unresolved Staff [removed: Comments](#i5d6e11e9e8174675a063efd3d071738e_19)] [added: Comments](#ic3e4bf1571654b54a75e01746d337891_19)] | | | [removed: [11](#i5d6e11e9e8174675a063efd3d071738e_19)] [added: [13](#ic3e4bf1571654b54a75e01746d337891_19)] | | |

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| [Item [removed: 3](#i5d6e11e9e8174675a063efd3d071738e_25)] [added: 3](#ic3e4bf1571654b54a75e01746d337891_25)] | | | | | | [Legal [removed: Proceedings](#i5d6e11e9e8174675a063efd3d071738e_25)] [added: Proceedings](#ic3e4bf1571654b54a75e01746d337891_25)] | | | [removed: [13](#i5d6e11e9e8174675a063efd3d071738e_25)] [added: [15](#ic3e4bf1571654b54a75e01746d337891_25)] | | |

| [Item [removed: 4](#i5d6e11e9e8174675a063efd3d071738e_28)] [added: 4](#ic3e4bf1571654b54a75e01746d337891_28)] | | | | | | [Mine Safety [removed: Disclosures](#i5d6e11e9e8174675a063efd3d071738e_28)] [added: Disclosures](#ic3e4bf1571654b54a75e01746d337891_28)] | | | [removed: [13](#i5d6e11e9e8174675a063efd3d071738e_28)] [added: [15](#ic3e4bf1571654b54a75e01746d337891_28)] | | |

| [Item [removed: 4A](#i5d6e11e9e8174675a063efd3d071738e_31)] [added: 4A](#ic3e4bf1571654b54a75e01746d337891_31)] | | | | | | [Executive [removed: Officers](#i5d6e11e9e8174675a063efd3d071738e_31)] [added: Officers](#ic3e4bf1571654b54a75e01746d337891_31)] | | | [removed: [14](#i5d6e11e9e8174675a063efd3d071738e_31)] [added: [16](#ic3e4bf1571654b54a75e01746d337891_31)] | | |

| [Item [removed: 5](#i5d6e11e9e8174675a063efd3d071738e_37)] [added: 5](#ic3e4bf1571654b54a75e01746d337891_37)] | | | | | | [Market [removed: for](#i5d6e11e9e8174675a063efd3d071738e_37) [the](#i5d6e11e9e8174675a063efd3d071738e_37)] [added: for](#ic3e4bf1571654b54a75e01746d337891_37) [the](#ic3e4bf1571654b54a75e01746d337891_37)] [Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5d6e11e9e8174675a063efd3d071738e_37)] [added: Securities](#ic3e4bf1571654b54a75e01746d337891_37)] | | | [removed: [15](#i5d6e11e9e8174675a063efd3d071738e_37)] [added: [17](#ic3e4bf1571654b54a75e01746d337891_37)] | | |

| [Item [removed: 7](#i5d6e11e9e8174675a063efd3d071738e_43)] [added: 7](#ic3e4bf1571654b54a75e01746d337891_43)] | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5d6e11e9e8174675a063efd3d071738e_43)] [added: Operations](#ic3e4bf1571654b54a75e01746d337891_43)] | | | [removed: [16](#i5d6e11e9e8174675a063efd3d071738e_43)] [added: [19](#ic3e4bf1571654b54a75e01746d337891_46)] | | |

| [Item [removed: 7A](#i5d6e11e9e8174675a063efd3d071738e_79)] [added: 7A](#ic3e4bf1571654b54a75e01746d337891_82)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5d6e11e9e8174675a063efd3d071738e_79)] [added: Risk](#ic3e4bf1571654b54a75e01746d337891_82)] | | | [removed: [30](#i5d6e11e9e8174675a063efd3d071738e_79)] [added: [32](#ic3e4bf1571654b54a75e01746d337891_82)] | | |

| [Item [removed: 8](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: 8](#ic3e4bf1571654b54a75e01746d337891_85)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Data](#ic3e4bf1571654b54a75e01746d337891_85)] | | | [removed: [31](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: [34](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

| [Item [removed: 9](#i5d6e11e9e8174675a063efd3d071738e_202)] [added: 9](#ic3e4bf1571654b54a75e01746d337891_193)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5d6e11e9e8174675a063efd3d071738e_202)] [added: Disclosure](#ic3e4bf1571654b54a75e01746d337891_193)] | | | [removed: [60](#i5d6e11e9e8174675a063efd3d071738e_202)] [added: [63](#ic3e4bf1571654b54a75e01746d337891_193)] | | |

| [Item [removed: 9A](#i5d6e11e9e8174675a063efd3d071738e_205)] [added: 9A](#ic3e4bf1571654b54a75e01746d337891_196)] | | | | | | [Controls and [removed: Procedures](#i5d6e11e9e8174675a063efd3d071738e_205)] [added: Procedures](#ic3e4bf1571654b54a75e01746d337891_196)] | | | [removed: [60](#i5d6e11e9e8174675a063efd3d071738e_205)] [added: [63](#ic3e4bf1571654b54a75e01746d337891_196)] | | |

| [Item [removed: 9B](#i5d6e11e9e8174675a063efd3d071738e_208)] [added: 9B](#ic3e4bf1571654b54a75e01746d337891_199)] | | | | | | [Other [removed: Information](#i5d6e11e9e8174675a063efd3d071738e_208)] [added: Information](#ic3e4bf1571654b54a75e01746d337891_199)] | | | [removed: [61](#i5d6e11e9e8174675a063efd3d071738e_208)] [added: [63](#ic3e4bf1571654b54a75e01746d337891_199)] | | |

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| [Item [removed: 11](#i5d6e11e9e8174675a063efd3d071738e_217)] [added: 11](#ic3e4bf1571654b54a75e01746d337891_208)] | | | | | | [Executive [removed: Compensation](#i5d6e11e9e8174675a063efd3d071738e_217)] [added: Compensation](#ic3e4bf1571654b54a75e01746d337891_208)] | | | [removed: [62](#i5d6e11e9e8174675a063efd3d071738e_217)] [added: [65](#ic3e4bf1571654b54a75e01746d337891_208)] | | |

| [Item [removed: 12](#i5d6e11e9e8174675a063efd3d071738e_220)] [added: 12](#ic3e4bf1571654b54a75e01746d337891_211)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management [removed: and](#i5d6e11e9e8174675a063efd3d071738e_220) [](#i5d6e11e9e8174675a063efd3d071738e_220)[Related](#i5d6e11e9e8174675a063efd3d071738e_220) [Stockholder Matters](#i5d6e11e9e8174675a063efd3d071738e_220)] [added: and Related Stockholder Matters](#ic3e4bf1571654b54a75e01746d337891_211)] | | | [removed: [62](#i5d6e11e9e8174675a063efd3d071738e_220)] [added: [65](#ic3e4bf1571654b54a75e01746d337891_211)] | | |

| [Item [removed: 13](#i5d6e11e9e8174675a063efd3d071738e_223)] [added: 13](#ic3e4bf1571654b54a75e01746d337891_214)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5d6e11e9e8174675a063efd3d071738e_223)] [added: Independence](#ic3e4bf1571654b54a75e01746d337891_214)] | | | [removed: [62](#i5d6e11e9e8174675a063efd3d071738e_223)] [added: [65](#ic3e4bf1571654b54a75e01746d337891_214)] | | |

| [Item [removed: 14](#i5d6e11e9e8174675a063efd3d071738e_226)] [added: 14](#ic3e4bf1571654b54a75e01746d337891_217)] | | | | | | [Principal Accountant Fees and [removed: Services](#i5d6e11e9e8174675a063efd3d071738e_226)] [added: Services](#ic3e4bf1571654b54a75e01746d337891_217)] | | | [removed: [62](#i5d6e11e9e8174675a063efd3d071738e_226)] [added: [65](#ic3e4bf1571654b54a75e01746d337891_217)] | | |

| [Item [removed: 15](#i5d6e11e9e8174675a063efd3d071738e_232)] [added: 15](#ic3e4bf1571654b54a75e01746d337891_223)] | | | | | | [Exhibits, Financial Statement [removed: Schedules](#i5d6e11e9e8174675a063efd3d071738e_232)] [added: Schedules](#ic3e4bf1571654b54a75e01746d337891_223)] | | | [removed: [63](#i5d6e11e9e8174675a063efd3d071738e_232)] [added: [66](#ic3e4bf1571654b54a75e01746d337891_223)] | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2020] [added: 2021] Form 10-K | | | 1 | | |

| | | | BUSINESS | | | [Table of [removed: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] [added: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

| [PART I](#ic3e4bf1571654b54a75e01746d337891_10) | | | | | | | | | | | |

| [PART II](#ic3e4bf1571654b54a75e01746d337891_34) | | | | | | | | | | | |

| [Item 6](#ic3e4bf1571654b54a75e01746d337891_40) | | | | | | [Reserved](#ic3e4bf1571654b54a75e01746d337891_40) | | | [18](#ic3e4bf1571654b54a75e01746d337891_40) | | |

| [Item 9C](#ic3e4bf1571654b54a75e01746d337891_2112) | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ic3e4bf1571654b54a75e01746d337891_2112) | | | [64](#ic3e4bf1571654b54a75e01746d337891_2112) | | |

| [PART III](#ic3e4bf1571654b54a75e01746d337891_202) | | | | | | | | | | | |

| [PART IV](#ic3e4bf1571654b54a75e01746d337891_220) | | | | | | | | | | | |

| [Item 16](#ic3e4bf1571654b54a75e01746d337891_2118) | | | | | | [Form 10-K Summary](#ic3e4bf1571654b54a75e01746d337891_2118) | | | [69](#ic3e4bf1571654b54a75e01746d337891_2118) | | |

| [SIGNATURES](#ic3e4bf1571654b54a75e01746d337891_229) | | | | | | | | | [70](#ic3e4bf1571654b54a75e01746d337891_229) | | |

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.

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

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

| [Item 6](#i5d6e11e9e8174675a063efd3d071738e_40) | | | | | | [Selected Financial Data](#i5d6e11e9e8174675a063efd3d071738e_40) | | | [16](#i5d6e11e9e8174675a063efd3d071738e_40) | | |

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

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

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

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2020] [added: 2021] Form 10-K | | | [removed: 11] [added: 13] | | |

| | | | PROPERTIES | | | [Table of [removed: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] [added: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

| Stores as of January [removed: 30, 2021] [added: 29, 2022] | | | Stores | | | Retail Sq. Ft. (in thousands) | | | | | | Stores as of January [removed: 30, 2021] [added: 29, 2022] | | | Stores | | | Retail Sq. Ft. (in thousands) | | |

| Arizona | | | 46 | | | [removed: 6,080] [added: 6,081] | | | | | | Nevada | | | 18 | | | 2,262 | | |

| Arkansas | | | 9 | | | 1,165 | | | | | | New Hampshire | | | [removed: 9] [added: 10] | | | [removed: 1,148] [added: 1,236] | | |

| Colorado | | | [removed: 42] [added: 45] | | | [removed: 6,244] [added: 6,360] | | | | | | New Mexico | | | 10 | | | 1,185 | | |

| Connecticut | | | 21 | | | 2,731 | | | | | | New York | | | [removed: 87] [added: 95] | | | [removed: 10,289] [added: 10,617] | | |

| Delaware | | | [removed: 3] [added: 4] | | | [removed: 440] [added: 551] | | | | | | North Carolina | | | [removed: 51] [added: 52] | | | [removed: 6,540] [added: 6,653] | | |

| Georgia | | | [removed: 50] [added: 51] | | | [removed: 6,814] [added: 6,826] | | | | | | Oklahoma | | | 15 | | | 2,167 | | |

| Illinois | | | [removed: 99] [added: 100] | | | [removed: 12,131] [added: 12,149] | | | | | | Rhode Island | | | 4 | | | 517 | | |

| Iowa | | | 21 | | | [removed: 2,859] [added: 2,860] | | | | | | South Dakota | | | 5 | | | 580 | | |

| Louisiana | | | 15 | | | 2,120 | | | | | | Utah | | | [removed: 14] [added: 15] | | | [removed: 1,950] [added: 1,981] | | |

| Massachusetts | | | [removed: 49] [added: 50] | | | [removed: 5,506] [added: 5,546] | | | | | | Washington | | | 40 | | | 4,424 | | |

| Michigan | | | [removed: 53] [added: 54] | | | [removed: 6,286] [added: 6,298] | | | | | | West Virginia | | | 6 | | | 755 | | |

| Minnesota | | | 73 | | | 10,315 | | | | | | Wisconsin | | | [removed: 36] [added: 38] | | | [removed: 4,427] [added: 4,611] | | |

| Stores and Distribution Centers as of January [removed: 30, 2021] [added: 29, 2022] | | | Stores | | | Distribution Centers *(a)* | | |

| Owned buildings on leased land | | | [removed: 157] [added: 156] | | | — | | |

*(a)*The [removed: 44] [added: 48] distribution centers have a total of [removed: 54.3] [added: 57.0] million square feet.

For additional information on our properties, see the [Capital [removed: Expenditures](#i5d6e11e9e8174675a063efd3d071738e_67)] [added: Expenditures](#ic3e4bf1571654b54a75e01746d337891_67)] section in MD&A and [removed: [Notes](#i5d6e11e9e8174675a063efd3d071738e_139) [1](#i5d6e11e9e8174675a063efd3d071738e_139)[1](#i5d6e11e9e8174675a063efd3d071738e_139)] [added: [Notes 12](#ic3e4bf1571654b54a75e01746d337891_142)] and [removed: [17](#i5d6e11e9e8174675a063efd3d071738e_169)] [added: [18](#ic3e4bf1571654b54a75e01746d337891_166)] to [removed: [Part II](#i5d6e11e9e8174675a063efd3d071738e_34), [Item 8](#i5d6e11e9e8174675a063efd3d071738e_82), [Financial Statements and Supplementary Data](#i5d6e11e9e8174675a063efd3d071738e_82) (the] [added: the Consolidated] Financial [removed: Statements).][added: Statements.]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2020] [added: 2021] Form 10-K | | | [removed: 12] [added: 14] | | |

| | | | LEGAL PROCEEDINGS & MINE SAFETY DISCLOSURES | | | [Table of [removed: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] [added: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

| California | | | 309 | | | 37,069 | | | | | | New Jersey | | | 48 | | | 6,094 | | |

| Florida | | | 127 | | | 17,309 | | | | | | Ohio | | | 64 | | | 7,828 | | |

| Hawaii | | | 8 | | | 1,234 | | | | | | Oregon | | | 21 | | | 2,303 | | |

| Idaho | | | 7 | | | 725 | | | | | | Pennsylvania | | | 76 | | | 9,120 | | |

| Maryland | | | 40 | | | 4,967 | | | | | | Virginia | | | 60 | | | 7,755 | | |

| Missouri | | | 35 | | | 4,611 | | | | | | | | | | | | | | |

| | | | | | | | | | | | | Total | | | 1,926 | | | 243,284 | | |

| Owned | | | 1,528 | | | 34 | | |

| Leased | | | 242 | | | 14 | | |

| Total | | | 1,926 | | | 48 | | |

| California | | | 307 | | | 36,968 | | | | | | New Jersey | | | 47 | | | 5,992 | | |

| Florida | | | 126 | | | 17,142 | | | | | | Ohio | | | 64 | | | 7,829 | | |

| Hawaii | | | 7 | | | 1,111 | | | | | | Oregon | | | 20 | | | 2,312 | | |

| Idaho | | | 6 | | | 664 | | | | | | Pennsylvania | | | 75 | | | 9,094 | | |

| Maryland | | | 40 | | | 4,960 | | | | | | Virginia | | | 60 | | | 7,754 | | |

| Missouri | | | 35 | | | 4,608 | | | | | | | | | | | | | | |

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

| Owned | | | 1,526 | | | 34 | | |

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

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

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2020] [added: 2021] Form 10-K | | | [removed: 13] [added: 15] | | |

| | | | EXECUTIVE OFFICERS | | | [Table of [removed: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] [added: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

| 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. | | | [removed: 44] [added: 45] | | |

| Brian C. Cornell | | | Chairman of the Board and Chief Executive Officer since August 2014. | | | [removed: 62] [added: 63] | | |

| 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: 44] [added: 45] | | |

| Rick H. Gomez | | | Executive Vice President and Chief Food and Beverage Officer since February 2021. Executive Vice President and Chief Marketing, Digital & Strategy Officer from December 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. [removed: Senior Vice President, Brand and Category Marketing from April 2013 to January 2017.] | | | [removed: 51] [added: 52] | | |

| A. Christina Hennington | | | Executive Vice President and Chief Growth Officer since February 2021. Executive Vice President and Chief Merchandising Officer, Hardlines, Essentials and Capabilities from January 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: 46] [added: 47] | | |

| 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: 43] [added: 44] | | |

| 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. [removed: Executive Vice President, General Counsel and Corporate Secretary of Xerox Corporation from July 2014 to August 2016.] | | | [removed: 59] [added: 60] | | |

| 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. [removed: Executive Vice President and Chief Information Officer from June 2015 to September 2016.] | | | [removed: 56] [added: 57] | | |

| John J. Mulligan | | | Executive Vice President and Chief Operating Officer since September 2015. | | | [removed: 55] [added: 56] | | |

| Jill K. Sando | | | Executive Vice President and Chief Merchandising Officer since February 2021. Executive Vice President and Chief Merchandising Officer, Style and Owned Brands from January 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: 52] [added: 53] | | |

| 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: 52] [added: 53] | | |

| 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. | | | [removed: 43] [added: 44] | | |

| Laysha L. Ward | | | Executive Vice President and Chief External Engagement Officer since January 2017. [removed: Executive Vice President and Chief Corporate Social Responsibility Officer from December 2014 to January 2017.] | | | [removed: 53] [added: 54] | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2020] [added: 2021] Form 10-K | | | [removed: 14] [added: 16] | | |

| | | | OTHER INFORMATION | | | [Table of [removed: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] [added: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

Note: As previously disclosed, Mr. McNamara intends to retire as Target's Chief Information Officer in 2022 and intends to remain in his current role until a successor is appointed, and for a transition period following such appointment.

As of March [removed: 4, 2021,] [added: 3, 2022,] there were [removed: 13,760] [added: 13,454] shareholders of record.

Dividends declared per share for [removed: the twelve months ended January 30,] 2021, [removed: February 1,] 2020, and [removed: February 2,] 2019, are disclosed [removed: on] [added: in] our [Consolidated Statements of Shareholders' [removed: Investment](#i5d6e11e9e8174675a063efd3d071738e_103).][added: Investment](#ic3e4bf1571654b54a75e01746d337891_103).]

On [removed: September 19, 2019,] [added: August 11, 2021,] our Board of Directors authorized a [removed: $5] [added: $15] billion share repurchase program with no stated expiration.

Under the program, we have repurchased [removed: 4.6] [added: 11.3] million shares of common at an average price of [removed: $105.80,] [added: $236.76,] for a total investment of [removed: $484 million.][added: $2.7 billion.]

[removed: There were no] [added: The table below presents information with respect to] Target common stock purchases made during the three months ended January [removed: 30, 2021,] [added: 29, 2022,] 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: 2020] [added: 2021] Form 10-K | | | [removed: 15] [added: 17] | | |

| | | | OTHER INFORMATION | | | [Table of [removed: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] [added: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

[removed: ][added: ]

| | | | January [removed: 30, 2016 | | | January] 28, 2017 | | | February 3, 2018 | | | February 2, 2019 | | | February 1, 2020 | | | January 30, 2021 | | | [added: January 29, 2022 | | |]

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 [removed: Index,] [added: Index and] (ii) the peer group [removed: used in previous filings] consisting of [removed: 16] [added: 19] online, general merchandise, department [removed: store,] [added: stores,] food, and specialty retailers [removed: (Amazon.com,] [added: (Albertsons Companies,] Inc., [added: Amazon.com, Inc.,] Best Buy Co., Inc., Costco Wholesale Corporation, CVS Health Corporation, Dollar General Corporation, Dollar Tree, Inc., The [added: Gap, Inc., The] Home Depot, Inc., Kohl's Corporation, The Kroger Co., Lowe's Companies, Inc., Macy's, Inc., Nordstrom, Inc., Rite Aid Corporation, [added: Ross Stores, Inc.,] The TJX Companies, Inc., Walgreens Boots Alliance, Inc., and Walmart Inc.) [removed: (Previous Peer Group), and (iii) a new peer group consisting of the companies in the Previous Peer Group, plus Albertsons Companies, Inc., The Gap, Inc., and Ross Stores, Inc. (Current Peer] [added: (Peer] Group).

The [removed: 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: 9, 2021,] [added: 8, 2022,] 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: 29, 2016,] [added: 30, 2017,] and reinvestment of all dividends.

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

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

| Share Repurchase Activity | | | Total Number of Shares Purchased | | | | | | 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 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| October 31, 2021 through November 27, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Open market and privately negotiated purchases | | | 2,411,568 | | | | | | $ | 252.02 | | | | | 2,411,568 | | | | | | $ | 14,023,992,438 | | | | |

| November 28, 2021 through January 1, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Open market and privately negotiated purchases | | | 4,871,000 | | | | | | 234.03 | | | | | | 4,871,000 | | | | | | 12,884,021,368 | | | | | |

| January 2, 2022 through January 29, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Open market and privately negotiated purchases | | | 2,445,937 | | | | | | 228.12 | | | | | | 2,445,937 | | | | | | 12,326,055,745 | | | | | |

| Total | | | 9,728,505 | | | | | | $ | 237.00 | | | | | 9,728,505 | | | | | | $ | 12,326,055,745 | | | | |

| Target | | | $ | 100.00 | | $ | 119.37 | | $ | 120.35 | | $ | 193.23 | | $ | 322.52 | | $ | 392.81 | |

| S&P 500 Index | | | 100.00 | | | 122.83 | | | 122.76 | | | 149.23 | | | 174.97 | | | 211.72 | | |

| Peer Group | | | 100.00 | | | 143.88 | | | 150.04 | | | 181.80 | | | 252.23 | | | 264.20 | | |

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

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 | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2020] [added: 2021] Form 10-K | | | [removed: 16] [added: 18] | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of [removed: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] [added: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] | | |

| | | | EXECUTIVE OVERVIEW & FINANCIAL SUMMARY | | | [Index to Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

Not applicable.

| [Reports of Independent Registered Public Accounting [removed: Firm](#i5d6e11e9e8174675a063efd3d071738e_85)] [added: Firm](#ic3e4bf1571654b54a75e01746d337891_88)] | | | | | | | | | [removed: [32](#i5d6e11e9e8174675a063efd3d071738e_85)] [added: [35](#ic3e4bf1571654b54a75e01746d337891_88)] | | |

| [Consolidated Statements of [removed: Operations](#i5d6e11e9e8174675a063efd3d071738e_88)] [added: Operations](#ic3e4bf1571654b54a75e01746d337891_91)] | | | | | | | | | [removed: [35](#i5d6e11e9e8174675a063efd3d071738e_88)] [added: [38](#ic3e4bf1571654b54a75e01746d337891_91)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i5d6e11e9e8174675a063efd3d071738e_91)] [added: Income](#ic3e4bf1571654b54a75e01746d337891_94)] | | | | | | | | | [removed: [36](#i5d6e11e9e8174675a063efd3d071738e_91)] [added: [39](#ic3e4bf1571654b54a75e01746d337891_94)] | | |

| [Consolidated Statements of Financial [removed: Position](#i5d6e11e9e8174675a063efd3d071738e_94)] [added: Position](#ic3e4bf1571654b54a75e01746d337891_97)] | | | | | | | | | [removed: [37](#i5d6e11e9e8174675a063efd3d071738e_94)] [added: [40](#ic3e4bf1571654b54a75e01746d337891_97)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i5d6e11e9e8174675a063efd3d071738e_100)] [added: Flows](#ic3e4bf1571654b54a75e01746d337891_100)] | | | | | | | | | [removed: [38](#i5d6e11e9e8174675a063efd3d071738e_100)] [added: [41](#ic3e4bf1571654b54a75e01746d337891_100)] | | |

| [Consolidated Statements of Shareholders' [removed: Investment](#i5d6e11e9e8174675a063efd3d071738e_103)] [added: Investment](#ic3e4bf1571654b54a75e01746d337891_103)] | | | | | | | | | [removed: [39](#i5d6e11e9e8174675a063efd3d071738e_103)] [added: [42](#ic3e4bf1571654b54a75e01746d337891_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_106)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_106)] | | | | | | | | | [removed: [40](#i5d6e11e9e8174675a063efd3d071738e_106)] [added: [43](#ic3e4bf1571654b54a75e01746d337891_106)] | | |

| [Note [removed: 1](#i5d6e11e9e8174675a063efd3d071738e_109)] [added: 1](#ic3e4bf1571654b54a75e01746d337891_109)] | | | | | | [Summary of Accounting [removed: Policies](#i5d6e11e9e8174675a063efd3d071738e_109)] [added: Policies](#ic3e4bf1571654b54a75e01746d337891_109)] | | | [removed: [40](#i5d6e11e9e8174675a063efd3d071738e_109)] [added: [43](#ic3e4bf1571654b54a75e01746d337891_109)] | | |

| [Note [removed: 2](#i5d6e11e9e8174675a063efd3d071738e_2169)] [added: 2](#ic3e4bf1571654b54a75e01746d337891_112)] | | | | | | [Coronavirus [removed: (COVID-19)](#i5d6e11e9e8174675a063efd3d071738e_2169)] [added: (COVID-19)](#ic3e4bf1571654b54a75e01746d337891_112)] | | | [removed: [40](#i5d6e11e9e8174675a063efd3d071738e_2169)] [added: [43](#ic3e4bf1571654b54a75e01746d337891_112)] | | |

| [removed: [Note 4](#i5d6e11e9e8174675a063efd3d071738e_115)] [added: [Note](#ic3e4bf1571654b54a75e01746d337891_121) [5](#ic3e4bf1571654b54a75e01746d337891_121)] | | | | | | [Cost of Sales and Selling, General and Administrative [removed: Expenses](#i5d6e11e9e8174675a063efd3d071738e_115)] [added: Expenses](#ic3e4bf1571654b54a75e01746d337891_121)] | | | [removed: [42](#i5d6e11e9e8174675a063efd3d071738e_115)] [added: [45](#ic3e4bf1571654b54a75e01746d337891_121)] | | |

| [removed: [Note](#i5d6e11e9e8174675a063efd3d071738e_121) [5](#i5d6e11e9e8174675a063efd3d071738e_121)] [added: [Note 6](#ic3e4bf1571654b54a75e01746d337891_124)] | | | | | | [Consideration Received from [removed: Vendors](#i5d6e11e9e8174675a063efd3d071738e_121)] [added: Vendors](#ic3e4bf1571654b54a75e01746d337891_124)] | | | [removed: [43](#i5d6e11e9e8174675a063efd3d071738e_121)] [added: [46](#ic3e4bf1571654b54a75e01746d337891_124)] | | |

| [removed: [Note](#i5d6e11e9e8174675a063efd3d071738e_124) [6](#i5d6e11e9e8174675a063efd3d071738e_124)] [added: [Note 7](#ic3e4bf1571654b54a75e01746d337891_127)] | | | | | | [Advertising [removed: Costs](#i5d6e11e9e8174675a063efd3d071738e_124)] [added: Costs](#ic3e4bf1571654b54a75e01746d337891_127)] | | | [removed: [43](#i5d6e11e9e8174675a063efd3d071738e_124)] [added: [46](#ic3e4bf1571654b54a75e01746d337891_127)] | | |

| [removed: [Note](#i5d6e11e9e8174675a063efd3d071738e_127) [7](#i5d6e11e9e8174675a063efd3d071738e_127)] [added: [Note 8](#ic3e4bf1571654b54a75e01746d337891_130)] | | | | | | [Fair Value [removed: Measurements](#i5d6e11e9e8174675a063efd3d071738e_127)] [added: Measurements](#ic3e4bf1571654b54a75e01746d337891_130)] | | | [removed: [43](#i5d6e11e9e8174675a063efd3d071738e_127)] [added: [46](#ic3e4bf1571654b54a75e01746d337891_130)] | | |

| [Note [removed: 8](#i5d6e11e9e8174675a063efd3d071738e_130)] [added: 9](#ic3e4bf1571654b54a75e01746d337891_133)] | | | | | | [Cash and Cash [removed: Equivalents](#i5d6e11e9e8174675a063efd3d071738e_130)] [added: Equivalents](#ic3e4bf1571654b54a75e01746d337891_133)] | | | [removed: [44](#i5d6e11e9e8174675a063efd3d071738e_130)] [added: [47](#ic3e4bf1571654b54a75e01746d337891_133)] | | |

| [removed: [Note](#i5d6e11e9e8174675a063efd3d071738e_136) [10](#i5d6e11e9e8174675a063efd3d071738e_136)] [added: [Note 11](#ic3e4bf1571654b54a75e01746d337891_139)] | | | | | | [Other Current [removed: Assets](#i5d6e11e9e8174675a063efd3d071738e_136)] [added: Assets](#ic3e4bf1571654b54a75e01746d337891_139)] | | | [removed: [44](#i5d6e11e9e8174675a063efd3d071738e_136)] [added: [47](#ic3e4bf1571654b54a75e01746d337891_139)] | | |

| [removed: [Note](#i5d6e11e9e8174675a063efd3d071738e_139) [1](#i5d6e11e9e8174675a063efd3d071738e_139)[1](#i5d6e11e9e8174675a063efd3d071738e_139)] [added: [Note 12](#ic3e4bf1571654b54a75e01746d337891_142)] | | | | | | [Property and [removed: Equipment](#i5d6e11e9e8174675a063efd3d071738e_139)] [added: Equipment](#ic3e4bf1571654b54a75e01746d337891_142)] | | | [removed: [45](#i5d6e11e9e8174675a063efd3d071738e_139)] [added: [48](#ic3e4bf1571654b54a75e01746d337891_142)] | | |

| [Note [removed: 12](#i5d6e11e9e8174675a063efd3d071738e_2214)] [added: 13](#ic3e4bf1571654b54a75e01746d337891_148)] | | | | | | [Other Noncurrent [removed: Assets](#i5d6e11e9e8174675a063efd3d071738e_2214)] [added: Assets](#ic3e4bf1571654b54a75e01746d337891_148)] | | | [removed: [45](#i5d6e11e9e8174675a063efd3d071738e_2214)] [added: [48](#ic3e4bf1571654b54a75e01746d337891_148)] | | |

| [removed: [Note 1](#i5d6e11e9e8174675a063efd3d071738e_148)[3](#i5d6e11e9e8174675a063efd3d071738e_148) | | |] [added: Goodwill and intangible assets *(a)*] | | | [removed: [Goodwill and Intangible Assets](#i5d6e11e9e8174675a063efd3d071738e_148)] [added: $] | [added: 656] | | [removed: [45](#i5d6e11e9e8174675a063efd3d071738e_148)] [added: $] | [added: 668] | |

| [Note [removed: 1](#i5d6e11e9e8174675a063efd3d071738e_154)[4](#i5d6e11e9e8174675a063efd3d071738e_154)] [added: 14](#ic3e4bf1571654b54a75e01746d337891_154)] | | | | | | [Accrued and Other Current [removed: Liabilities](#i5d6e11e9e8174675a063efd3d071738e_154)] [added: Liabilities](#ic3e4bf1571654b54a75e01746d337891_154)] | | | [removed: [46](#i5d6e11e9e8174675a063efd3d071738e_154)] [added: [49](#ic3e4bf1571654b54a75e01746d337891_154)] | | |

| [Note [removed: 1](#i5d6e11e9e8174675a063efd3d071738e_157)[5](#i5d6e11e9e8174675a063efd3d071738e_157)] [added: 1](#ic3e4bf1571654b54a75e01746d337891_157)[5](#ic3e4bf1571654b54a75e01746d337891_157)] | | | | | | [Commitments and [removed: Contingencies](#i5d6e11e9e8174675a063efd3d071738e_157)] [added: Contingencies](#ic3e4bf1571654b54a75e01746d337891_157)] | | | [removed: [46](#i5d6e11e9e8174675a063efd3d071738e_157)] [added: [49](#ic3e4bf1571654b54a75e01746d337891_157)] | | |

| [removed: [Note](#i5d6e11e9e8174675a063efd3d071738e_160) [16](#i5d6e11e9e8174675a063efd3d071738e_160)] [added: [Note 1](#ic3e4bf1571654b54a75e01746d337891_160)[6](#ic3e4bf1571654b54a75e01746d337891_160)] | | | | | | [Commercial Paper and Long-Term [removed: Debt](#i5d6e11e9e8174675a063efd3d071738e_160)] [added: Debt](#ic3e4bf1571654b54a75e01746d337891_160)] | | | [removed: [47](#i5d6e11e9e8174675a063efd3d071738e_160)] [added: [50](#ic3e4bf1571654b54a75e01746d337891_160)] | | |

| [removed: [Note](#i5d6e11e9e8174675a063efd3d071738e_166) [17](#i5d6e11e9e8174675a063efd3d071738e_166)] [added: [Note 1](#ic3e4bf1571654b54a75e01746d337891_163)[7](#ic3e4bf1571654b54a75e01746d337891_163)] | | | | | | [Derivative Financial [removed: Instruments](#i5d6e11e9e8174675a063efd3d071738e_166)] [added: Instruments](#ic3e4bf1571654b54a75e01746d337891_163)] | | | [removed: [48](#i5d6e11e9e8174675a063efd3d071738e_166)] [added: [51](#ic3e4bf1571654b54a75e01746d337891_163)] | | |

| [removed: [Note](#i5d6e11e9e8174675a063efd3d071738e_169) [18](#i5d6e11e9e8174675a063efd3d071738e_169)] [added: [Note 18](#ic3e4bf1571654b54a75e01746d337891_166)] | | | | | | [removed: [Leases](#i5d6e11e9e8174675a063efd3d071738e_169)] [added: [Leases](#ic3e4bf1571654b54a75e01746d337891_166)] | | | [removed: [48](#i5d6e11e9e8174675a063efd3d071738e_166)] [added: [51](#ic3e4bf1571654b54a75e01746d337891_166)] | | |

| [removed: [Note 1](#i5d6e11e9e8174675a063efd3d071738e_172)[9](#i5d6e11e9e8174675a063efd3d071738e_172)] [added: [Note](#ic3e4bf1571654b54a75e01746d337891_172) [19](#ic3e4bf1571654b54a75e01746d337891_172)] | | | | | | [Incomes [removed: Taxes](#i5d6e11e9e8174675a063efd3d071738e_172)] [added: Taxes](#ic3e4bf1571654b54a75e01746d337891_172)] | | | [removed: [51](#i5d6e11e9e8174675a063efd3d071738e_172)] [added: [54](#ic3e4bf1571654b54a75e01746d337891_172)] | | |

| [removed: [Note](#i5d6e11e9e8174675a063efd3d071738e_175) [20](#i5d6e11e9e8174675a063efd3d071738e_175)] [added: [Note 20](#ic3e4bf1571654b54a75e01746d337891_175)] | | | | | | [Other Noncurrent [removed: Liabilities](#i5d6e11e9e8174675a063efd3d071738e_175)] [added: Liabilities](#ic3e4bf1571654b54a75e01746d337891_175)] | | | [removed: [53](#i5d6e11e9e8174675a063efd3d071738e_175)] [added: [56](#ic3e4bf1571654b54a75e01746d337891_175)] | | |

| [Note [removed: 2](#i5d6e11e9e8174675a063efd3d071738e_178)[1](#i5d6e11e9e8174675a063efd3d071738e_178)] [added: 21](#ic3e4bf1571654b54a75e01746d337891_178)] | | | | | | [Share [removed: Repurchase](#i5d6e11e9e8174675a063efd3d071738e_178)] [added: Repurchase](#ic3e4bf1571654b54a75e01746d337891_178)] | | | [removed: [53](#i5d6e11e9e8174675a063efd3d071738e_178)] [added: [56](#ic3e4bf1571654b54a75e01746d337891_178)] | | |

| [Note [removed: 2](#i5d6e11e9e8174675a063efd3d071738e_181)[2](#i5d6e11e9e8174675a063efd3d071738e_181)] [added: 22](#ic3e4bf1571654b54a75e01746d337891_181)] | | | | | | [Share-Based [removed: Compensation](#i5d6e11e9e8174675a063efd3d071738e_181)] [added: Compensation](#ic3e4bf1571654b54a75e01746d337891_181)] | | | [removed: [53](#i5d6e11e9e8174675a063efd3d071738e_181)] [added: [56](#ic3e4bf1571654b54a75e01746d337891_181)] | | |

| [Note [removed: 2](#i5d6e11e9e8174675a063efd3d071738e_184)[3](#i5d6e11e9e8174675a063efd3d071738e_184)] [added: 23](#ic3e4bf1571654b54a75e01746d337891_184)] | | | | | | [Defined Contribution [removed: Plans](#i5d6e11e9e8174675a063efd3d071738e_184)] [added: Plans](#ic3e4bf1571654b54a75e01746d337891_184)] | | | [removed: [55](#i5d6e11e9e8174675a063efd3d071738e_184)] [added: [58](#ic3e4bf1571654b54a75e01746d337891_184)] | | |

| [removed: [Note](#i5d6e11e9e8174675a063efd3d071738e_187) [24](#i5d6e11e9e8174675a063efd3d071738e_187)] [added: [Note 2](#ic3e4bf1571654b54a75e01746d337891_187)[4](#ic3e4bf1571654b54a75e01746d337891_187)] | | | | | | [Pension [removed: Plans](#i5d6e11e9e8174675a063efd3d071738e_187)] [added: Plans](#ic3e4bf1571654b54a75e01746d337891_187)] | | | [removed: [56](#i5d6e11e9e8174675a063efd3d071738e_187)] [added: [59](#ic3e4bf1571654b54a75e01746d337891_187)] | | |

| [removed: [Note](#i5d6e11e9e8174675a063efd3d071738e_190) [25](#i5d6e11e9e8174675a063efd3d071738e_190)] [added: [Note 2](#ic3e4bf1571654b54a75e01746d337891_190)[5](#ic3e4bf1571654b54a75e01746d337891_190)] | | | | | | [Accumulated Other Comprehensive [removed: Income](#i5d6e11e9e8174675a063efd3d071738e_190)] [added: Income](#ic3e4bf1571654b54a75e01746d337891_190)] | | | [removed: [60](#i5d6e11e9e8174675a063efd3d071738e_190)] [added: [63](#ic3e4bf1571654b54a75e01746d337891_190)] | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2020] [added: 2021] Form 10-K | | | [removed: 31] [added: 34] | | |

| | | | FINANCIAL STATEMENTS | | | [Table of [removed: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] [added: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] | | |

| | | | REPORTS | | | [Index to Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

The Board of Directors exercised its oversight role with respect to the Corporation's systems of internal control primarily through its Audit [added: & Risk] Committee, which is comprised of independent directors.

| Brian C. Cornell Chairman and Chief Executive Officer March [removed: 10, 2021] [added: 9, 2022] | | | | | | 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 January [removed: 30, 2021] [added: 29, 2022] and [removed: February 1, 2020,] [added: January 30, 2021,] the related consolidated statements of operations, comprehensive income, cash flows and shareholders' investment for each of the three years in the period ended January [removed: 30, 2021,] [added: 29, 2022,] 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 January [removed: 30, 2021] [added: 29, 2022] and [removed: February 1, 2020,] [added: January 30, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 30, 2021,] [added: 29, 2022,] 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 January [removed: 30, 2021,] [added: 29, 2022,] 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: 10, 2021] [added: 9, 2022] expressed an unqualified opinion thereon.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2020] [added: 2021] Form 10-K | | | [removed: 32] [added: 35] | | |

| *Description of the Matter* | | | At January [removed: 30, 2021,] [added: 29, 2022,] the Corporation’s inventory was [removed: $10,653] [added: $13,902] million. As described in Note [removed: 9] [added: 10] 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. | | |

| [Note 3](#ic3e4bf1571654b54a75e01746d337891_1982) | | | | | | [Dermstore Sale](#ic3e4bf1571654b54a75e01746d337891_1982) | | | [43](#ic3e4bf1571654b54a75e01746d337891_1982) | | |

| [Note 4](#ic3e4bf1571654b54a75e01746d337891_115) | | | | | | [Revenues](#ic3e4bf1571654b54a75e01746d337891_115) | | | [44](#ic3e4bf1571654b54a75e01746d337891_115) | | |

| [Note 10](#ic3e4bf1571654b54a75e01746d337891_136) | | | | | | [Inventory](#ic3e4bf1571654b54a75e01746d337891_136) | | | [47](#ic3e4bf1571654b54a75e01746d337891_136) | | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| | | | REPORTS | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

March 9, 2022

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| | | | REPORTS | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

| Brian C. Cornell Chairman and Chief Executive Officer March 9, 2022 | | | | | | Michael J. Fiddelke Executive Vice President and Chief Financial Officer | | |

March 9, 2022

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| Discontinued operations | | | — | | | — | | | 0.02 | | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| | | | | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

See accompanying [Notes to Consolidated Financial Statements](#ic3e4bf1571654b54a75e01746d337891_106).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| | | | | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

See accompanying [Notes to Consolidated Financial Statements](#ic3e4bf1571654b54a75e01746d337891_106).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| | | | | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

| Net earnings | | | $ | 6,946 | | $ | 4,368 | | $ | 3,281 | |

| Gain on Dermstore sale | | | (335) | | | — | | | — | | |

| Proceeds from Dermstore sale | | | 356 | | | — | | | — | | |

See accompanying [Notes to Consolidated Financial Statements](#ic3e4bf1571654b54a75e01746d337891_106).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| | | | | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

| Other comprehensive income | | | — | | | — | | | — | | | — | | | 203 | | | 203 | | |

| Repurchase of stock | | | (31.3) | | | (3) | | | — | | | (7,196) | | | — | | | (7,199) | | |

| January 29, 2022 | | | 471.3 | | | $ | 39 | | $ | 6,421 | | $ | 6,920 | | $ | (553) | | $ | 12,827 | |

See accompanying [Notes to Consolidated Financial Statements](#ic3e4bf1571654b54a75e01746d337891_106).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

The COVID-19 pandemic continues to evolve.

Since the onset of the COVID-19 pandemic, we have experienced strong comparable sales growth and significant volatility in our sales category and channel mix, including same-day fulfillment options.

[Note 4](#ic3e4bf1571654b54a75e01746d337891_115) presents sales by category.

Dermstore Sale

In February 2021, we sold our wholly owned subsidiary Dermstore LLC (Dermstore) for $356 million in cash and recognized a $335 million pretax gain, which is included in Net Other (Income) / Expense.

Dermstore represented less than 1 percent of our consolidated revenues, operating income and net assets.

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| | | | NOTES | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

| Other revenue | | | 1,394 | | | 1,161 | | | 982 | | |

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

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

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

March 10, 2021

| February 3, 2018 | | | 541.7 | | | $ | 45 | | $ | 5,858 | | $ | 6,495 | | $ | (747) | | $ | 11,651 | |

| Repurchase of stock | | | (27.2) | | | (2) | | | — | | | (2,068) | | | — | | | (2,070) | | |

We consolidate variable interest entities where it has been determined that Target is the primary beneficiary of those entities' operations.

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.

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.

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

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

The discount is included as a sales reduction and was $1.1 billion, $962 million, and $953 million in 2020, 2019, and 2018, respectively.

Amounts related to this program were insignificant at February 1, 2020.

[Not](#i5d6e11e9e8174675a063efd3d071738e_136)[e](#i5d6e11e9e8174675a063efd3d071738e_136) [10](#i5d6e11e9e8174675a063efd3d071738e_136) provides additional information.

*(c)*Represents our investment in Casper common stock.

In 2020 and 2019, we recorded pretax losses of $19 million and $41 million, respectively, related to our investment in Casper within Net Other (Income) / Expense.

We sold our investment during 2020.

| Total | | | $ | 1,592 | | $ | 1,333 | |

| Goodwill and intangible assets | | | $ | 668 | | $ | 686 | |

| Total | | | $ | 1,386 | | $ | 1,358 | |

Goodwill and Intangible Assets

Intangible assets, net of accumulated amortization, totaled $37 million and $53 million as of January 30, 2021, and February 1, 2020, respectively, and primarily related to trademarks and customer relationships.

We use both accelerated and straight-line methods to amortize definite-lived intangible assets over 4 to 15 years.

The weighted average life of intangible assets was 8 years as of January 30, 2021.

Amortization expense was $15 million, $13 million, and $14 million in 2020, 2019, and 2018, respectively, and is estimated to be less than $15 million annually through 2025.

| Income tax payable | | | 473 | | | 129 | | |

| Other | | | 1,034 | | | 826 | | |

| Total | | | $ | 6,122 | | $ | 4,406 | |

| Due 2021-2025 | | | 3.0 | | % | | | | $ | 3,607 | |

| Due 2026-2030 | | | 3.0 | | | | | | 3,392 | | |

| Due 2031-2035 | | | 6.6 | | | | | | 507 | | |

| Due 2041-2045 | | | 4.0 | | | | | | 1,084 | | |

| Due 2046-2050 | | | 3.8 | | | | | | 1,117 | | |

| Commercial Paper (dollars in millions) | | | 2020 | | | 2019 | | | 2018 | | |

| Maximum daily amount outstanding during the year | | | $ | — | | $ | 744 | | $ | 658 | |

| Average amount outstanding during the year | | | — | | | 41 | | | 63 | | |

| Amount outstanding at year-end | | | — | | | — | | | — | | |

| Weighted average interest rate | | | — | | % | 2.36 | | % | 2.00 | | % |

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](#i5d6e11e9e8174675a063efd3d071738e_34), [Item 8](#i5d6e11e9e8174675a063efd3d071738e_82), [Financial] [added: II, Item 8, Financial] Statements and Supplementary [removed: Data](#i5d6e11e9e8174675a063efd3d071738e_82).][added: Data](#ic3e4bf1571654b54a75e01746d337891_85).]

- We continue to execute a multi-year technology strategy, including modernization of systems and processes supporting sales and inventory-related transactions.

- We are in the process of a broad multi-year migration of many mainframe-based systems and middleware products to a modern platform, including systems and processes supporting inventory and supply chain-related transactions.

- 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: 2020] [added: 2021] Form 10-K | | | [removed: 61] [added: 63] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] [added: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

PART III

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 9, 2021 (our Proxy Statement).

Except for those portions specifically incorporated in this Form 10-K by reference to the Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this Form 10-K.

Not applicable.

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

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

| TARGET CORPORATION | | |  | | | 2021 Form 10-K | | | 64 | | |

| | | | | | | | | |

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

| | | | SUPPLEMENTAL INFORMATION | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

| | | | | | | [Index to Financial Statements](#ic3e4bf1571654b54a75e01746d337891_85) | | |

PART III

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 8, 2022 (our Proxy Statement).

Except for those portions specifically incorporated in this Form 10-K by reference to the Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this Form 10-K.

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

- Questions and answers about the [removed: 2021] [added: 2022] Annual [removed: Meeting and voting--Question 14][added: Meeting—Access to information—Question 15]

See also [Part [removed: I](#i5d6e11e9e8174675a063efd3d071738e_10), [Item 4A](#i5d6e11e9e8174675a063efd3d071738e_31), [Executive Officers](#i5d6e11e9e8174675a063efd3d071738e_31)] [added: I, Item 4A, Executive Officers](#ic3e4bf1571654b54a75e01746d337891_31)] of this Form 10-K.

- [removed: Human Resources &] Compensation [added: & Human Capital Management] Committee Report

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

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2020] [added: 2021] Form 10-K | | | [removed: 62] [added: 65] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] [added: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

- [Consolidated Statements of [removed: Operations](#i5d6e11e9e8174675a063efd3d071738e_88)] [added: Operations](#ic3e4bf1571654b54a75e01746d337891_91)] for the Years Ended January [added: 29, 2022, January] 30, 2021, [removed: February 1, 2020,] and February [removed: 2, 2019][added: 1, 2020]

- [Consolidated Statements of Comprehensive [removed: Income](#i5d6e11e9e8174675a063efd3d071738e_91)] [added: Income](#ic3e4bf1571654b54a75e01746d337891_94)] for the Years Ended January [added: 29, 2022, January] 30, 2021, [removed: February 1, 2020,] and February [removed: 2, 2019][added: 1, 2020]

- [Consolidated Statements of Financial [removed: Position](#i5d6e11e9e8174675a063efd3d071738e_94)] [added: Position](#ic3e4bf1571654b54a75e01746d337891_97)] as of January [removed: 30, 2021,] [added: 29, 2022,] and [removed: February 1, 2020][added: January 30, 2021]

- [Consolidated Statements of Cash [removed: Flows](#i5d6e11e9e8174675a063efd3d071738e_100)] [added: Flows](#ic3e4bf1571654b54a75e01746d337891_100)] for the Years Ended January [added: 29, 2022, January] 30, 2021, [removed: February 1, 2020,] and February [removed: 2, 2019][added: 1, 2020]

- [Consolidated Statements of Shareholders' [removed: Investment](#i5d6e11e9e8174675a063efd3d071738e_103)] [added: Investment](#ic3e4bf1571654b54a75e01746d337891_103)] for the Years Ended January [added: 29, 2022, January] 30, 2021, [removed: February 1, 2020,] and February [removed: 2, 2019][added: 1, 2020]

- [Notes to Consolidated Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_106)][added: Statements](#ic3e4bf1571654b54a75e01746d337891_106)]

- [Report of Independent Registered Public Accounting Firm on Consolidated Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_85)][added: Statements](#ic3e4bf1571654b54a75e01746d337891_88) (PCAOB ID: 42)]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2020] [added: 2021] Form 10-K | | | [removed: 63] [added: 66] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#i5d6e11e9e8174675a063efd3d071738e_7)] [added: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#i5d6e11e9e8174675a063efd3d071738e_82)] [added: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] | | |

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

| D | | | | | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit4d.htm) [added: *(5)*] | | |

| (10)A | | | * | | | [Target Corporation Executive Officer Cash Incentive Plan](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit10a.htm) [added: *(6)*] | | |

| 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: *(5)*] [added: *(7)*] | | |

| 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: *(6)*] [added: *(8)*] | | |