Target (TGT) 10-K risk factor changes: FY2022 vs FY2021

It may be difficult to [removed: control] [added: address] negative [removed: publicity,] [added: publicity across media channels,] regardless of whether it is accurate.

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

If our guests have negative experiences with or [removed: unfavorably] view [removed: CVS or other] [added: unfavorably any of the] companies with whom we have relationships, it could cause them to [removed: reduce or] stop [removed: their business] [added: shopping] with us.

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

If we are unable to positively differentiate ourselves from other retailers, our results of operations [added: and financial condition] could be adversely affected.

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

[removed: Guest] [added: Our ability to successfully differentiate ourselves depends on many competitive factors, including guest] perceptions regarding the [removed: cleanliness and] safety [added: and cleanliness] of our stores, the [removed: environmental impact of our business, the functionality, reliability,] [added: value] and [removed: speed] [added: exclusivity] of our [removed: digital channels and fulfillment options,] [added: offerings,] our in-stock levels, the [removed: value and exclusivity] [added: effectiveness] of our [removed: offerings,] [added: digital channels] and [added: fulfillment options,] our [removed: efforts] [added: ability] to [removed: source merchandise] responsibly [added: source merchandise,] and [removed: ethically are among the factors that affect] our ability to [removed: compete.][added: create a personalized guest experience.]

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

If we are unable to successfully develop, [removed: support,] [added: source,] and [removed: evolve] [added: market] our owned and exclusive brands, [removed: if one] or [removed: more of these brands experiences a loss of consumer acceptance or confidence, or] if we are unable to successfully protect our [added: related] intellectual property rights, our [removed: sales and gross margins] [added: results of operations] could be adversely affected.

The retail industry's continuing migration to digital channels [added: and multiple fulfillment options for consumers] has affected the ways we differentiate from other retailers.

Consumers may also use third-party channels or [removed: devices, such as voice assistants and smart home devices,] [added: devices] to initiate shopping searches and place orders, which could [removed: sometimes] make us dependent on the capabilities and search algorithms of those third parties to reach those consumers.

Any difficulties in executing our differentiation efforts [removed: or actions by our competitors in response to these efforts] could adversely affect our [removed: sales, gross margins,] [added: results of operations] and [removed: expenses.][added: financial condition.]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2021] [added: 2022] Form 10-K | | | 7 | | |

| | | | RISK FACTORS | | | [Table of [removed: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] [added: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] [added: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] | | |

If we do not anticipate and respond quickly to changing consumer preferences, our [removed: sales] [added: results of operations] and [removed: profitability] [added: financial condition] could suffer.

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

If we do not [removed: obtain accurate and relevant data on guest preferences,] predict and quickly respond to changing consumer [removed: preferences,] [added: preferences and] spending patterns, [removed: 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 [removed: lost] [added: lower] sales, spoilage, and increased inventory markdowns, which could adversely affect our results of operations.

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

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

The effectiveness of these investments can be less predictable than remodeling [added: or building new] stores, and might not provide the anticipated [removed: benefits.][added: benefits, which could adversely affect our results of operations and financial condition.]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2021] [added: 2022] Form 10-K | | | 8 | | |

A significant disruption in our [removed: computer] [added: computing and information] systems and our inability to adequately maintain and update those systems could adversely affect our operations and negatively affect our guests.

We rely extensively on [removed: computer] [added: computing and information] systems throughout our business.

We also rely on continued and unimpeded access to the Internet to use our [removed: computer] systems.

[removed: An increase] [added: For example, the rise] in remote working arrangements by our team members, vendors, and other third [removed: parties, which was accelerated by] [added: parties that began during] the COVID-19 [removed: pandemic,] [added: pandemic increases the risk of a data security compromise and] has amplified our already extensive reliance on [removed: computer systems] [added: computing] and [removed: on our continued] [added: information systems] and unimpeded [removed: access to the] Internet [removed: to use those systems, as well as the risks related to that reliance.][added: access.]

Our systems are subject to [added: possible] damage or interruption from [added: many events, including] power outages, telecommunications failures, [removed: computer viruses,] malicious attacks, security breaches, [removed: catastrophic events,] and implementation errors.

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

[removed: Implementing] [added: We continually invest to maintain and update our systems, but implementing] significant [removed: system] changes increases the risk of [removed: computer] system disruption.

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

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

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

In addition, [removed: hardware, software,] [added: hardware] or [removed: applications] [added: software that] we develop or [removed: procure] [added: obtain] from third parties may contain defects [removed: in design or manufacture or other problems] that could [removed: unexpectedly] compromise information security, cybersecurity, [removed: and] [added: or] data privacy.

Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, [removed: trickery,] [added: deception,] or other [removed: forms of deceiving our team members, contractors, and vendors.][added: bad acts.]

Although we conduct [added: regular] training as part of our information security, cybersecurity, and data privacy efforts, that training [removed: cannot] [added: may not] be completely effective in preventing [removed: those attacks from being successful.][added: successful attacks.]

Based on the prominence and notoriety of our prior significant data breach, [removed: 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 [added: costly] government enforcement actions and private litigation.

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

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

Complying with current or contemplated data protection laws and [removed: regulations may] [added: regulations, or any failure to comply, could] cause us to incur substantial costs, require changes to our business practices, [removed: limit our ability to obtain data used to provide a differentiated guest experience,] and expose us to [removed: further] litigation and regulatory risks, each of which could adversely affect our [added: reputation,] results of [removed: operations.][added: operations, and financial condition.]

If we fail to differentiate our guest experience from our competitors, our results of operations and financial condition could be adversely affected.

Since consumers can quickly comparison shop using digital tools, they may make decisions based solely on price or convenience, which could limit our ability to differentiate from our competitors.

In addition, providing multiple fulfillment options and implementing new technology is complex, costly, and may not meet our guests’ expectations.

If we are unable to offset the increased costs of new technology and expanded fulfillment options with improved performance or efficiencies, our results of operations could be adversely affected.

To remain competitive, we must anticipate and adapt to developments and offerings by other retailers.

Our ability to predict and adapt to changing consumer preferences depends on many factors, including obtaining accurate and relevant data on guest preferences, emphasizing relevant merchandise categories, effectively managing our inventory levels, and implementing competitive and effective pricing and promotion strategies.

We have not always been able to predict rapid changes in consumer preferences and spending patterns, including those that were impacted by the COVID-19 pandemic, which has previously resulted in insufficient or excess inventory, increased costs, and adverse impacts on our results of operations.

If we are unable to effectively adapt to future changes in consumer preferences and spending patterns, our results of operations and financial condition could be adversely affected.

Our reputation is largely based on perceptions.

In addition, stakeholder expectations regarding environmental, social, and governance matters continue to evolve and are not uniform.

We have established, and may continue to establish, various goals and initiatives on these matters, including with respect to diversity, equity, and inclusion topics.

We cannot guarantee that we will achieve these goals and initiatives.

Any failure, or perceived failure, by us to achieve these goals and initiatives or to otherwise meet evolving and varied stakeholder expectations could adversely affect our reputation and result in legal and regulatory proceedings against us.

Any of these outcomes could negatively impact our results of operations and financial condition.

Reputational harm can also occur indirectly through companies with whom we do business.

We have relationships with a variety of other companies, including Apple, CVS, Disney, Levi’s, Starbucks, and Ulta Beauty.

| | | | RISK FACTORS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

If we are unable to successfully develop, source, and market our owned and exclusive brand products, our results of operations could be adversely affected.

In addition, our reliance on owned and exclusive brand products may also amplify other risks discussed in this Item 1A, Risk Factors, because many of these products are imported and we are more involved in the development and sourcing of those products.

For example, owned brand products involve greater responsible sourcing risk in the selection of vendors, which can exacerbate reputational risk.

In addition, owned brand products generally require longer lead times between order placement and product delivery and require us to take ownership of those products earlier in the supply chain.

This exposes us to enhanced risks of supply chain disruptions and changing consumer preferences, which could adversely affect our results of operations.

If we are unable to protect against inventory shrink, our results of operations and financial condition could be adversely affected.

Our business depends on our ability to effectively manage our inventory.

We have historically experienced loss of inventory (also called shrink) due to damage, theft (including from organized retail crime), and other causes.

We continue to experience elevated levels of inventory shrink relative to historical levels, which have adversely affected, and could continue to adversely affect, our results of operations and financial condition.

To protect against rising inventory shrink, we have taken, and may continue to take, certain operational and strategic actions that could adversely affect our reputation, guest experience, and results of operations.

In addition, sustained high rates of inventory shrink at certain stores could impact the profitability of those stores and result in the impairment of long-term assets.

We are making, and expect to continue to make, significant investments in technology and supply chain infrastructure.

For example, our stores-as-hubs strategy depends on adequate replenishment facilities to receive, store, and move inventory to stores on a timely basis.

Underestimating our replenishment capacity needs could result in lower in-stock levels or increased costs for temporary storage.

Conversely, overestimating replenishment capacity needs could result in inefficient deployment of capital.

Any of these outcomes could adversely affect our results of operations and financial condition.

| | | | RISK FACTORS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

However, we may be unable to anticipate security incidents or implement adequate preventive measures.

The 2013 data breach adversely affected our reputation and results of operations.

| | | | RISK FACTORS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

Our reputation is based in large part on perceptions, both about us and 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 responses to crises and our position or perceived lack of position on environmental, social, and 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.

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.

In addition, our ability to create a personalized guest experience through the collection and use of accurate and relevant guest data is important to our ability to differentiate from other retailers.

No single competitive factor is dominant, and actions by our competitors on any of these factors could adversely affect our sales, gross margins, and expenses.

In particular, consumers 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.

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

Our business has evolved from an in-store experience to interacting with guests across multiple channels (in-store, online, mobile, and social media, among others).

Our guests are using those channels to shop with us and provide feedback and public commentary about our business.

We must anticipate and meet changing guest expectations and counteract developments and investments by our competitors.

Our evolving retailing efforts include implementing technology, 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 our vendors.

We also need to collect accurate, relevant, and usable guest data to personalize our offerings.

Providing multiple fulfillment options and implementing new technology is complex and may not meet expectations for accurate order fulfillment, faster and guaranteed delivery times, low-cost or free shipping, and desired payment methods.

Even when we are successful in meeting fulfillment expectations, if we are unable to offset 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.

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.

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

Pursuing the wrong investment opportunities, being unable to make new concepts scalable, or misjudging our replenishment and fulfillment capacity needs could result in the loss of our competitive position and adversely affect our financial condition or results of operations.

We continually invest to maintain and update our computer systems.

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 periods, we may be unable to anticipate these techniques or implement adequate preventive measures.

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.

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

The combination of port disruptions, the COVID-19 pandemic, and other events in our supply chain have caused us to make alternative arrangements to continue the flow of inventory, and if these types of events recur, worsen, or occur in other countries through which we source products, it may have a material impact on our costs or inventory supply.

Changes in the costs of procuring commodities used in our merchandise or the costs related to our supply chain could adversely affect our results of operations.

The ongoing and evolving COVID-19 pandemic may continue to amplify the risks and uncertainties facing our business and their potential impact on our financial position, results of operations, and cash flows.

The COVID-19 pandemic 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.

In addition, we have incurred significant expenses related to efforts to protect the health and well-being of our guests and team members.

Nearly all of our stores, digital channels, and distribution centers have remained open during the COVID-19 pandemic, though at times we have had to temporarily alter other parts of our operations, including adjusting our in-store returns process, suspending physical inventory counts at our stores, metering guest traffic, reducing store hours, and, in some locations, restricting access to “non-essential” sections of our stores due to emergency operating restrictions.

Those temporary alterations to our operations have at times adversely affected, and could again in the future, either alone or with any negative guest or team member perceptions about the cleanliness and safety of our stores, adversely affect the guest experience, sales, and our results of operations.

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.

The full extent of the impact of the COVID-19 pandemic on our business, financial position, and results of operations will depend on future developments, many of which are outside of our control, including the duration and spread of the COVID-19 pandemic, the emergence of variant strains, the availability, adoption, and effectiveness of the COVID-19 vaccines and COVID-19 testing, and government actions, which are uncertain and cannot be predicted.

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

A deterioration in U.S. macroeconomic conditions or consumer confidence, the likelihood of which is made more uncertain by the unknown duration, severity, and lasting impact of the COVID-19 pandemic and recent increases in the inflation rate, could adversely affect our business in many ways, including slowing sales growth, reducing overall sales, and reducing gross margins.

Such a deterioration could adversely affect additional areas of our business, such as asset impairment evaluations and the amount of credit card profit-sharing revenue payments we receive under our credit card program with TD Bank Group (TD), which owns the receivables generated by our proprietary credit cards.

We could also receive lower profit-sharing payments if changes in consumer preferences regarding use of revolving credit cards adversely affect the volume of new credit accounts, the amount of credit card program balances, and/or the ability of credit card holders to pay their balances.

During [removed: 2021,] [added: 2022,] in support of our enterprise strategy described in [Item 1 on page [removed: 2](#ic3e4bf1571654b54a75e01746d337891_13)] [added: 2](#if1e8c8dd4b04440880a7ed27a0542767_13)] of this Form 10-K, we

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

- Opened [removed: 32] [added: 23] new stores, including [removed: 28] [added: a new larger-footprint store with reimagined design elements and] additional [removed: small format] stores in key urban markets and on college [removed: campuses.][added: campuses;]

[removed: 2021] [added: 2022] included the following notable items:

- GAAP diluted earnings per share were [removed: $14.10.][added: $5.98.]

- Adjusted diluted earnings per share were [removed: $13.56.][added: $6.02.]

- Comparable sales increased [removed: 12.7] [added: 2.2] percent, driven by a [removed: 12.3] [added: 2.1] percent increase in traffic.

◦Comparable store originated sales grew [removed: 11.0] [added: 2.4] percent.

◦Comparable digitally originated sales increased [removed: 20.8] [added: 1.5] percent.

- Operating income of [removed: $8.9] [added: $3.8] billion was [removed: 36.8] [added: 57.0] percent [removed: higher] [added: lower] than the comparable prior-year period.

Sales were [removed: $104.6] [added: $107.6] billion for [removed: 2021,] [added: 2022,] an increase of [removed: $12.2] [added: $3.0] billion, or [removed: 13.2] [added: 2.8] percent, from the prior year.

Operating cash flow [removed: provided by continuing operations] was [removed: $8.6] [added: $4.0] billion for [removed: 2021,] [added: 2022,] a decrease of [removed: $(1.9)] [added: $(4.6)] billion, or [removed: (18.1)] [added: (53.4)] percent, from [removed: $10.5] [added: $8.6] billion for [removed: 2020.][added: 2021.]

The drivers of the operating cash flow decrease are described on [page [removed: 2](#ic3e4bf1571654b54a75e01746d337891_64)[7](#ic3e4bf1571654b54a75e01746d337891_64).][added: 27](#if1e8c8dd4b04440880a7ed27a0542767_79).]

| Earnings Per [removed: Share From Continuing Operations] [added: Share] | | | | | | | | | | | | Percent Change | | | | | |

| [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2021/2020] [added: 2022/2021] | | | [removed: 2020/2019] [added: 2021/2020] | | | | | |

| GAAP diluted earnings per share | | | $ | [removed: 14.10] [added: 5.98] | | $ | [removed: 8.64] [added: 14.10] | | $ | [removed: 6.34] [added: 8.64] | | [removed: 63.1] [added: (57.6)] | | % | [removed: 36.3] [added: 63.1] | | % |

| Adjustments | | | [removed: (0.53)] [added: 0.03] | | | [removed: 0.78] [added: (0.53)] | | | [removed: 0.05] [added: 0.78] | | | | | | | | |

| Adjusted diluted earnings per share | | | $ | [removed: 13.56] [added: 6.02] | | $ | [removed: 9.42] [added: 13.56] | | $ | [removed: 6.39] [added: 9.42] | | [removed: 44.0] [added: (55.7)] | | % | [removed: 47.4] [added: 44.0] | | % |

Adjusted diluted earnings per share [removed: from continuing operations] (Adjusted EPS), a non-GAAP metric, excludes the impact of certain items.

Management believes that Adjusted EPS is useful in providing period-to-period comparisons of the results of our [removed: continuing] operations.

A reconciliation of non-GAAP financial measures to GAAP measures is provided on [page [removed: 24](#ic3e4bf1571654b54a75e01746d337891_58).][added: 24](#if1e8c8dd4b04440880a7ed27a0542767_73).]

We report after-tax return on invested capital (ROIC) [removed: from continuing operations] because we believe ROIC provides a meaningful measure of our capital-allocation effectiveness over time.

For the trailing twelve months ended January [removed: 29, 2022,] [added: 28, 2023,] after-tax ROIC was [removed: 33.1] [added: 12.6] percent, compared with [removed: 23.5] [added: 33.1] percent for the trailing twelve months ended January [removed: 30, 2021.][added: 29, 2022.]

The calculation of ROIC is provided on [page [removed: 26](#ic3e4bf1571654b54a75e01746d337891_61).][added: 26](#if1e8c8dd4b04440880a7ed27a0542767_76).]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2021] [added: 2022] Form 10-K | | | 19 | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of [removed: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] [added: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] | | |

| | | | FINANCIAL SUMMARY & ANALYSIS OF OPERATIONS | | | [Index to Financial [removed: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] [added: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] | | |

[removed: Since] [added: Following] the onset of the COVID-19 [removed: pandemic,] [added: pandemic in 2020,] we [removed: have] experienced strong comparable sales growth and significant volatility in our [removed: sales] category and channel [removed: mix.][added: mix, which continued through 2021, along with 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 [removed: have] led to industry-wide U.S. port and ground transportation delays.

In [removed: response,] [added: response to the rising guest demand and supply chain constraints,] we [removed: have taken] [added: took] various actions, including ordering merchandise earlier, securing ocean freight routes, [added: adding incremental holding capacity near U.S. ports,] and [removed: increased] [added: increasing] use of air transport for certain merchandise.

Some of these supply chain disruptions and resulting actions [removed: have] resulted in increased costs.

The Gross Margin Rate analysis on [page [removed: 22](#ic3e4bf1571654b54a75e01746d337891_2130) provides] [added: 23](#if1e8c8dd4b04440880a7ed27a0542767_67) and Inventory section on [page 27](#if1e8c8dd4b04440880a7ed27a0542767_2332) provide] additional information.

| (dollars in millions) | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | | [removed: 2021/2020] [added: 2022/2021] | | | [removed: 2020/2019] [added: 2021/2020] | | |

| Sales | | | $ | [removed: 104,611] [added: 107,588] | | $ | [removed: 92,400] [added: 104,611] | | $ | [removed: 77,130] [added: 92,400] | | [removed: 13.2] [added: 2.8] | | % | [removed: 19.8] [added: 13.2] | | % |

| Other revenue | | | [removed: 1,394] [added: 1,532] | | | [removed: 1,161] [added: 1,394] | | | [removed: 982] [added: 1,161] | | | [removed: 20.2] [added: 9.8] | | | [removed: 18.2] [added: 20.2] | | |

| Total revenue | | | [removed: 106,005] [added: 109,120] | | | [removed: 93,561] [added: 106,005] | | | [removed: 78,112] [added: 93,561] | | | [removed: 13.3] [added: 2.9] | | | [removed: 19.8] [added: 13.3] | | |

| Cost of sales | | | [removed: 74,963] [added: 82,229] | | | [removed: 66,177] [added: 74,963] | | | [removed: 54,864] [added: 66,177] | | | [removed: 13.3] [added: 9.7] | | | [removed: 20.6] [added: 13.3] | | |

| SG&A expenses | | | [removed: 19,752] [added: 20,658] | | | [removed: 18,615] [added: 19,752] | | | [removed: 16,233] [added: 18,615] | | | [removed: 6.1] [added: 4.6] | | | [removed: 14.7] [added: 6.1] | | |

| Depreciation and amortization (exclusive of depreciation included in cost of sales) | | | [removed: 2,344] [added: 2,385] | | | [removed: 2,230] [added: 2,344] | | | [removed: 2,357] [added: 2,230] | | | [removed: 5.1] [added: 1.8] | | | [removed: (5.4)] [added: 5.1] | | |

| Operating income | | | $ | [removed: 8,946] [added: 3,848] | | $ | [removed: 6,539] [added: 8,946] | | $ | [removed: 4,658] [added: 6,539] | | [removed: 36.8] [added: (57.0)] | | % | [removed: 40.4] [added: 36.8] | | % |

- Expanded our supply chain capacity and digital fulfillment capabilities, including adding one new distribution center and six new sortation centers to support our growth and commitment to fast delivery times, while helping our teams work more efficiently and managing our shipping costs;

- Continued the steady stream of newness across our assortment and continued to introduce new owned and exclusive brands, including fashion forward brands Future CollectiveTM and Houston White x Target;

- Completed 140 full store remodels and invested in hundreds of other stores through projects to increase efficiency of our Same-Day Services, build-out and open Ulta Beauty shop-in-shops, and expand Apple and Disney experiences;

- Invested in our team through our updated starting wage range, expanded access to health care benefits, and our debt-free education assistance program;

- Offered compelling promotions, attractive every day price points on key items, and free and easy payment and fulfillment options, including our new RedCard Reloadable Account, which provides all the benefits of our RedCard program without the need for a credit check or an existing bank account; and

- Launched Target Zero, a collection of products designed to reduce waste and make it easier to shop sustainably, and completed retrofitting our first store designed to be net zero energy, located in Vista, California.

- Total revenue increased 2.9 percent, reflecting total sales growth of 2.8 percent and a 9.8 percent increase in other revenue.

See [Business Environment](#if1e8c8dd4b04440880a7ed27a0542767_61) below for additional information.

Business Environment

In 2022, our comparable sales growth slowed significantly, reflecting sales decreases in our Discretionary categories (Apparel & Accessories, Hardlines, and Home Furnishings & Decor) that substantially offset growth in our Frequency categories (Beauty & Household Essentials and Food & Beverage).

In response to this shift in demand, we took several actions to address our inventory position and create additional flexibility in a rapidly changing environment, including increasing promotional and clearance markdowns, removing excess inventory, and cancelling purchase orders.

In addition, during the second half of 2022, port congestion, shipping container availability, and other supply chain pressures improved.

This resulted in some inventory arriving earlier than anticipated, which resulted in increased costs of managing elevated inventory levels and an increased working capital investment.

These factors, net of the impact of retail price increases taken to address merchandise and freight cost inflation, resulted in decreased profitability compared to the prior year.

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | ANALYSIS OF OPERATIONS | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

For the years ended January 28, 2023, January 29, 2022, and January 30, 2021, total RedCard Penetration was 19.8 percent, 20.5 percent, and 21.5 percent, respectively.

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | ANALYSIS OF OPERATIONS | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

- merchandising pressure, including

◦higher clearance and promotional markdown rates, including the impact of inventory impairments and other actions taken in our Discretionary categories; and

◦higher merchandise and freight costs, partially offset by the benefit of retail price increases;

- supply chain pressure related to increased compensation and headcount in our distribution centers, investments in new facilities, and costs of managing excess inventory;

- higher inventory shrink; and

Our SG&A expense rate was 18.9 percent in 2022, compared with 18.6 percent in 2021, reflecting the net impact of cost increases across our business, including investments in hourly team member wages, partially offset by lower incentive compensation in 2022 compared to the prior year.

| January 28, 2023 | | | January 29, 2022 | | | | | | January 28, 2023 | | | January 29, 2022 | | | | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | ANALYSIS OF OPERATIONS | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

The increase in net interest expense was primarily due to higher average debt and commercial paper levels in 2022 compared with 2021.

The decrease reflects lower pretax earnings in the current year and the impacts of discrete tax benefits.

Our effective tax rate is generally more volatile at lower amounts of pretax income because the impact of discrete, deductible and nondeductible tax items and credits is greater.

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| (dollars in millions) | | | 2022 | | | 2021 | | | 2020 | | | 2022/2021 | | | 2021/2020 | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

The decrease in inventory levels primarily reflects the following:

- decreased in-transit and late-arriving inventory as lead times improved,

- investments in our inventory position in our Frequency categories, offsetting reductions in our Discretionary categories, and

- 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.

- Total revenue increased 13.3 percent, driven by an increase in comparable sales.

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

Note: Amounts may not foot due to rounding.

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

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

COVID-19

The COVID-19 pandemic continues to evolve.

In 2020 and 2021, governments took various measures in response to COVID-19, such as mandating the closure of certain businesses and encouraging or requiring citizens to avoid large gatherings.

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

Supply Chain Disruptions

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

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

| Sales by Product Category | | | 2021 | | | 2020 | | | 2019 | | |

| Apparel and accessories | | | 17 | | % | 16 | | % | 19 | | % |

| Beauty and household essentials | | | 26 | | | 26 | | | 27 | | |

| Food and beverage | | | 20 | | | 20 | | | 19 | | |

| Hardlines | | | 18 | | | 18 | | | 16 | | |

| Home furnishings and décor | | | 19 | | | 20 | | | 19 | | |

RedCard sales increased for all years presented below; however, RedCard penetration declined as total Sales increased at a faster pace.

| RedCard Penetration | | | 2021 | | | 2020 | | | 2019 | | |

| Target Debit Card | | | 11.7 | | % | 12.3 | | % | 12.6 | | % |

| Target Credit Cards | | | 8.7 | | | 9.2 | | | 10.7 | | |

| Total RedCard Penetration | | | 20.5 | | % | 21.5 | | % | 23.3 | | % |

- 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

- higher merchandise and freight costs partially offset by historically low promotional and clearance markdown rates; and

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.

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

| Denominator | | | | | | January 29, 2022 | | | | | | January 30, 2021 | | | | | | February 1, 2020 | | |

Additionally, operating cash flows for 2021 reflect a $1.0 billion increase in income tax payments.

The increase in inventory levels reflect our efforts to align inventory with sales trends, and elevated in-transit inventory related to import supply chain delays.

Subsequent to year-end, we entered into an accelerated share repurchase arrangement to repurchase up to $2.75 billion of our common stock.

Under the agreement, we paid $2.75 billion and received an initial delivery of 8.9 million shares, subject to a final settlement of cash or additional shares in the second quarter of 2022.

Fitch raised our long-term debt rating from A- to A during 2021.

This new facility replaced our $2.5 billion unsecured revolving credit facility that was set to expire in October 2023.

As of January [removed: 29, 2022,] [added: 28, 2023,] our exposure to market risk was primarily from interest rate changes on our debt obligations and short-term investments, some of which are at a London Interbank Offered Rate (LIBOR).

As of January [removed: 29, 2022,] [added: 28, 2023,] our floating rate [removed: short-term investments] [added: debt] exceeded our floating rate [removed: debt] [added: short-term investments] by approximately [removed: $3.5] [added: $1.2] billion.

Based on our balance sheet position as of January [removed: 29, 2022,] [added: 28, 2023,] the annualized effect of a 0.1 percentage point increase in floating interest rates on our floating rate debt obligations, net of our floating rate short-term investments, would [removed: increase] [added: decrease] our earnings before income taxes by [removed: $3] [added: $1] million.

See further description of our debt and derivative instruments in [Notes [removed: 16](#ic3e4bf1571654b54a75e01746d337891_160)] [added: 15](#if1e8c8dd4b04440880a7ed27a0542767_178)] and [removed: [17](#ic3e4bf1571654b54a75e01746d337891_163)] [added: [16](#if1e8c8dd4b04440880a7ed27a0542767_181)] to the Financial Statements.

Based on our balance sheet position as of January [removed: 29, 2022,] [added: 28, 2023,] the annualized effect of a 0.5 percentage point increase/(decrease) in interest rates would increase/(decrease) earnings before income taxes by [removed: $6] [added: $7] million.

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

As of January [removed: 29, 2022,] [added: 28, 2023,] we had hedged 70 percent of the interest rate exposure of our plan liabilities.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2021] [added: 2022] Form 10-K | | | 32 | | |

As more fully described in [Note [removed: 23](#ic3e4bf1571654b54a75e01746d337891_184)] [added: 22](#if1e8c8dd4b04440880a7ed27a0542767_202)] to the Financial Statements, we are exposed to market returns on accumulated team member balances in our nonqualified, unfunded deferred compensation plans.

| | | | FINANCIAL STATEMENTS | | | [Table of [removed: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] [added: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] | | |

| | | | INDEX | | | [Index to Financial [removed: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] [added: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] | | |

For example, our short-term investments as of January 29, 2022, exceeded our floating rate debt due to operating cash flow acceleration driven by strong operating results.

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

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

| | | | | | | | | |

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

| | | | 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 | | |

Our team, technology, and operations enable us to [removed: meet] [added: serve guests, fulfill] our [removed: corporate purpose] [added: purpose,] and [removed: offer a preferred shopping experience to our guests] [added: drive business results] through a durable, [removed: growth-driving] [added: growth-focused] enterprise strategy that differentiates Target in the marketplace.

- Delivering affordability to our guests; [added: and]

- Differentiating from our competition with our [added: assortment of unique] owned brands and [removed: a] curated [removed: assortment of] leading national brands;

- Investing to create an [removed: engaging] [added: engaging, convenient, safe,] and differentiated shopping [removed: experience;][added: experience for our guests;]

- Leveraging our [removed: stores-as-hubs] [added: stores as fulfillment hubs] to efficiently [removed: provide a convenient and safe experience for] [added: meet] our [removed: guests] [added: guests' needs,] whether they purchase online or [removed: physically] in-store;

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

[removed: As illustrated by the charts below, our] [added: Our] strategy places stores at the center of our flexible fulfillment approach, with stores fulfilling [removed: over 95] [added: more than 96] percent of total [removed: sales.][added: sales, which provides convenience for our guests at a reduced fulfillment cost.]

[removed: ][added: ]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2021] [added: 2022] Form 10-K | | | 2 | | |

| | | | BUSINESS | | | [Table of [removed: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] [added: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] [added: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] | | |

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

For information on key financial highlights, see [Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic3e4bf1571654b54a75e01746d337891_43)] [added: Operations](#if1e8c8dd4b04440880a7ed27a0542767_55)] (MD&A).

[removed: We sell] [added: The majority of our stores offer] a wide assortment of general merchandise and food.

Nearly all of our stores larger than 170,000 square feet offer a [added: variety of general merchandise and a] full line of food items comparable to traditional supermarkets.

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

Sales by [removed: Product] [added: Merchandise] Category

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2021] [added: 2022] Form 10-K | | | 3 | | |

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

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

| Auden™ | | | [removed: JoyLab™] [added: Hyde & EEK! Boutique™] | | | Smith & Hawken™ | | |

| Ava & Viv™ | | | [removed: Kindfull™] [added: JoyLab™] | | | Sonia Kashuk™ | | |

| Boots & Barkley™ | | | [removed: Knox Rose™] [added: Kindfull™] | | | Spritz™ | | |

| Brightroom™ | | | [removed: Kona Sol™] [added: Knox Rose™] | | | Stars Above™ | | |

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

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

| Colsie™ | | | [removed: Opalhouse™] [added: More Than Magic™] | | | Wild Fable™ | | |

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

| Favorite Day™ | | | [removed: Pillowfort™] [added: Original Use™] | | | | | |

| California Roots™ | | | [removed: Mystic Reef™] [added: Jingle & Mingle™] | | | SunPop™ | | |

| [removed: Headliner™] [added: Casa Cantina™] | | | Photograph™ | | | The Collection™ | | |

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

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

- Engaging with our guests through programs like Target Circle and RedCard to maintain and enhance our relevancy;

Our recent growth in sales demonstrates the strength and relevance of Target’s strategy.

We manage our business across the five core merchandise categories shown below.

Within categories, gross margins vary depending on the type of merchandise.

| | | | BUSINESS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

| Casaluna™ | | | Made By Design™ | | | Threshold™ | | |

| Cloud Island™ | | | Mondo Llama™ | | | up & up™ | | |

| Everspring™ | | | Open Story™ | | | Xhilaration™ | | |

| Future Collective™ | | | Pillowfort™ | | | | | |

| | | | BUSINESS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

We set company-wide DE&I goals to drive progress in these areas.

| | | | BUSINESS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

During 2022, rapid changes in consumer preferences and supply chain volatility resulted in increased working capital needs.

Our internet website is corporate.target.com.

Investors should note that we currently announce material information to our investors and others using filings with the SEC, press releases, public conference calls, webcasts, or our corporate website (corporate.target.com).

Information that we post on our corporate website could be deemed material to investors.

We encourage investors, the media, and others interested in us to review the information we post on these channels.

| | | | | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

Information About Our Executive Officers

Executive officers are elected by, and serve at the pleasure of, the Board of Directors.

There are no family relationships between any of the officers named and any other executive officer or member of the Board of Directors, or any arrangement or understanding pursuant to which any person was selected as an officer.

| | | | | | | | | |

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

| Name | | | Title and Recent Business Experience | | | Age | | |

| | | | | | | | | |

| 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. | | | 46 | | |

| Brian C. Cornell | | | Chair of the Board and Chief Executive Officer since August 2014. | | | 64 | | |

| 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. | | | 46 | | |

| 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. | | | 48 | | |

| 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. | | | 45 | | |

| Don H. Liu | | | Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary since October 2017. | | | 61 | | |

| John J. Mulligan | | | Executive Vice President and Chief Operating Officer since September 2015. | | | 57 | | |

| Cara A. Sylvester | | | Executive Vice President and Chief Guest Experience Officer since May 2022. Executive Vice President and Chief Marketing & Digital Officer from February 2021 to May 2022. Senior Vice President, Home from March 2019 to February 2021. Vice President, Beauty & Dermstore from June 2017 to March 2019. | | | 45 | | |

| Laysha L. Ward | | | Executive Vice President and Chief External Engagement Officer since January 2017. | | | 55 | | |

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

The majority of our general merchandise stores offer an edited food assortment, including perishables, dry grocery, dairy, and frozen items.

Our small format stores, generally smaller than 50,000 square feet, offer curated general merchandise and food assortments.

| Archer Farms™ | | | Heyday™ | | | Simply Balanced™ | | |

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

| Cloud Island™ | | | More Than Magic™ | | | up & up™ | | |

| Everspring™ | | | Original Use™ | | | Xhilaration™ | | |

We extended certain benefits to our team members in light of the COVID-19 pandemic, including bonuses, fully-paid leaves for up to 30 days, free back-up dependent care, and a variety of mental, emotional, and physical wellness resources.

Our Corporate Governance Guidelines, Code of Ethics, Corporate Responsibility Report, and the charters for the committees of our Board of Directors are also available free of charge in print upon request or at investors.target.com.

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

For the fiscal year ended January [removed: 29, 2022][added: 28, 2023]

[removed: ][added: ]

Registrant’s telephone number, including area code: [removed: 612/304-6073][added: (612) 304-6073]

Securities registered pursuant to Section 12(b) of the [removed: Securities Exchange Act of 1934:][added: Act:]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [added: a] smaller reporting company, or an emerging growth [removed: company (as defined in Rule 12b-2 of the Exchange Act).][added: company.]

| | | | Large accelerated filer | | | x | | | Accelerated filer | | | o | | | | | | [removed: Non-accelerated filer | | | o | | | | | |]

| | | | [removed: Smaller reporting company] | | | [removed: ☐] | | | Emerging growth company | | | [removed: ☐] [added: o] | | | | | |

The aggregate market value of the voting stock held by non-affiliates of the registrant as of July [removed: 30, 2021,] [added: 29, 2022,] was [removed: $127,440,308,386] [added: $75,322,105,637] based on the closing price of [removed: $261.05] [added: $163.38] per share of [removed: Common Stock] [added: common stock] as reported on the New York Stock [removed: Exchange Composite Index.][added: Exchange.]

Total shares of [removed: Common Stock,] [added: common stock,] par value $0.0833, outstanding as of March [removed: 3, 2022,] [added: 2, 2023,] were [removed: 462,418,075.][added: 460,363,991.]

Portions of Target's Proxy Statement for the Annual Meeting of Shareholders to be held on June [removed: 8, 2022,] [added: 14, 2023,] are incorporated into Part III.

| | | | [Table of [removed: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] [added: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] | | |

| | | | [Index to Financial [removed: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] [added: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] | | |

| [Item [removed: 1](#ic3e4bf1571654b54a75e01746d337891_13)] [added: 1](#if1e8c8dd4b04440880a7ed27a0542767_13)] | | | | | | [removed: [Business](#ic3e4bf1571654b54a75e01746d337891_13)] [added: [Business](#if1e8c8dd4b04440880a7ed27a0542767_13)] | | | [removed: [2](#ic3e4bf1571654b54a75e01746d337891_13)] [added: [2](#if1e8c8dd4b04440880a7ed27a0542767_13)] | | |

| [Item [removed: 1A](#ic3e4bf1571654b54a75e01746d337891_16)] [added: 1A](#if1e8c8dd4b04440880a7ed27a0542767_28)] | | | | | | [Risk [removed: Factors](#ic3e4bf1571654b54a75e01746d337891_16)] [added: Factors](#if1e8c8dd4b04440880a7ed27a0542767_28)] | | | [removed: [7](#ic3e4bf1571654b54a75e01746d337891_16)] [added: [7](#if1e8c8dd4b04440880a7ed27a0542767_28)] | | |

| [Item [removed: 1B](#ic3e4bf1571654b54a75e01746d337891_19)] [added: 1B](#if1e8c8dd4b04440880a7ed27a0542767_31)] | | | | | | [Unresolved Staff [removed: Comments](#ic3e4bf1571654b54a75e01746d337891_19)] [added: Comments](#if1e8c8dd4b04440880a7ed27a0542767_31)] | | | [removed: [13](#ic3e4bf1571654b54a75e01746d337891_19)] [added: [14](#if1e8c8dd4b04440880a7ed27a0542767_31)] | | |

| [Item [removed: 2](#ic3e4bf1571654b54a75e01746d337891_22)] [added: 2](#if1e8c8dd4b04440880a7ed27a0542767_34)] | | | | | | [removed: [Properties](#ic3e4bf1571654b54a75e01746d337891_22)] [added: [Properties](#if1e8c8dd4b04440880a7ed27a0542767_34)] | | | [removed: [14](#ic3e4bf1571654b54a75e01746d337891_22)] [added: [15](#if1e8c8dd4b04440880a7ed27a0542767_34)] | | |

| [Item [removed: 3](#ic3e4bf1571654b54a75e01746d337891_25)] [added: 3](#if1e8c8dd4b04440880a7ed27a0542767_37)] | | | | | | [Legal [removed: Proceedings](#ic3e4bf1571654b54a75e01746d337891_25)] [added: Proceedings](#if1e8c8dd4b04440880a7ed27a0542767_37)] | | | [removed: [15](#ic3e4bf1571654b54a75e01746d337891_25)] [added: [16](#if1e8c8dd4b04440880a7ed27a0542767_37)] | | |

| [Item [removed: 4](#ic3e4bf1571654b54a75e01746d337891_28)] [added: 4](#if1e8c8dd4b04440880a7ed27a0542767_40)] | | | | | | [Mine Safety [removed: Disclosures](#ic3e4bf1571654b54a75e01746d337891_28)] [added: Disclosures](#if1e8c8dd4b04440880a7ed27a0542767_40)] | | | [removed: [15](#ic3e4bf1571654b54a75e01746d337891_28)] [added: [16](#if1e8c8dd4b04440880a7ed27a0542767_40)] | | |

| [Item [removed: 5](#ic3e4bf1571654b54a75e01746d337891_37)] [added: 5](#if1e8c8dd4b04440880a7ed27a0542767_49)] | | | | | | [Market [removed: for](#ic3e4bf1571654b54a75e01746d337891_37) [the](#ic3e4bf1571654b54a75e01746d337891_37)] [added: for](#if1e8c8dd4b04440880a7ed27a0542767_49) [the](#if1e8c8dd4b04440880a7ed27a0542767_49)] [Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic3e4bf1571654b54a75e01746d337891_37)] [added: Securities](#if1e8c8dd4b04440880a7ed27a0542767_49)] | | | [removed: [17](#ic3e4bf1571654b54a75e01746d337891_37)] [added: [17](#if1e8c8dd4b04440880a7ed27a0542767_49)] | | |

| [Item [removed: 6](#ic3e4bf1571654b54a75e01746d337891_40)] [added: 6](#if1e8c8dd4b04440880a7ed27a0542767_52)] | | | | | | [removed: [Reserved](#ic3e4bf1571654b54a75e01746d337891_40)] [added: [Reserved](#if1e8c8dd4b04440880a7ed27a0542767_52)] | | | [removed: [18](#ic3e4bf1571654b54a75e01746d337891_40)] [added: [18](#if1e8c8dd4b04440880a7ed27a0542767_52)] | | |

| [Item [removed: 7](#ic3e4bf1571654b54a75e01746d337891_43)] [added: 7](#if1e8c8dd4b04440880a7ed27a0542767_55)] | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic3e4bf1571654b54a75e01746d337891_43)] [added: Operations](#if1e8c8dd4b04440880a7ed27a0542767_55)] | | | [removed: [19](#ic3e4bf1571654b54a75e01746d337891_46)] [added: [19](#if1e8c8dd4b04440880a7ed27a0542767_58)] | | |

| [Item [removed: 7A](#ic3e4bf1571654b54a75e01746d337891_82)] [added: 7A](#if1e8c8dd4b04440880a7ed27a0542767_97)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic3e4bf1571654b54a75e01746d337891_82)] [added: Risk](#if1e8c8dd4b04440880a7ed27a0542767_97)] | | | [removed: [32](#ic3e4bf1571654b54a75e01746d337891_82)] [added: [32](#if1e8c8dd4b04440880a7ed27a0542767_97)] | | |

| [Item [removed: 8](#ic3e4bf1571654b54a75e01746d337891_85)] [added: 8](#if1e8c8dd4b04440880a7ed27a0542767_100)] | | | | | | [Financial Statements and Supplementary [removed: Data](#ic3e4bf1571654b54a75e01746d337891_85)] [added: Data](#if1e8c8dd4b04440880a7ed27a0542767_100)] | | | [removed: [34](#ic3e4bf1571654b54a75e01746d337891_85)] [added: [33](#if1e8c8dd4b04440880a7ed27a0542767_100)] | | |

| [Item [removed: 9](#ic3e4bf1571654b54a75e01746d337891_193)] [added: 9](#if1e8c8dd4b04440880a7ed27a0542767_211)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ic3e4bf1571654b54a75e01746d337891_193)] [added: Disclosure](#if1e8c8dd4b04440880a7ed27a0542767_211)] | | | [removed: [63](#ic3e4bf1571654b54a75e01746d337891_193)] [added: [62](#if1e8c8dd4b04440880a7ed27a0542767_211)] | | |

| [Item [removed: 9A](#ic3e4bf1571654b54a75e01746d337891_196)] [added: 9A](#if1e8c8dd4b04440880a7ed27a0542767_214)] | | | | | | [Controls and [removed: Procedures](#ic3e4bf1571654b54a75e01746d337891_196)] [added: Procedures](#if1e8c8dd4b04440880a7ed27a0542767_214)] | | | [removed: [63](#ic3e4bf1571654b54a75e01746d337891_196)] [added: [62](#if1e8c8dd4b04440880a7ed27a0542767_214)] | | |

| [Item [removed: 9B](#ic3e4bf1571654b54a75e01746d337891_199)] [added: 9B](#if1e8c8dd4b04440880a7ed27a0542767_217)] | | | | | | [Other [removed: Information](#ic3e4bf1571654b54a75e01746d337891_199)] [added: Information](#if1e8c8dd4b04440880a7ed27a0542767_217)] | | | [removed: [63](#ic3e4bf1571654b54a75e01746d337891_199)] [added: [62](#if1e8c8dd4b04440880a7ed27a0542767_217)] | | |

| [Item [removed: 9C](#ic3e4bf1571654b54a75e01746d337891_2112)] [added: 9C](#if1e8c8dd4b04440880a7ed27a0542767_220)] | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ic3e4bf1571654b54a75e01746d337891_2112)] [added: Inspections](#if1e8c8dd4b04440880a7ed27a0542767_220)] | | | [removed: [64](#ic3e4bf1571654b54a75e01746d337891_2112)] [added: [62](#if1e8c8dd4b04440880a7ed27a0542767_220)] | | |

| [Item [removed: 10](#ic3e4bf1571654b54a75e01746d337891_205)] [added: 10](#if1e8c8dd4b04440880a7ed27a0542767_226)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic3e4bf1571654b54a75e01746d337891_205)] [added: Governance](#if1e8c8dd4b04440880a7ed27a0542767_226)] | | | [removed: [65](#ic3e4bf1571654b54a75e01746d337891_205)] [added: [63](#if1e8c8dd4b04440880a7ed27a0542767_226)] | | |

| [Item [removed: 11](#ic3e4bf1571654b54a75e01746d337891_208)] [added: 11](#if1e8c8dd4b04440880a7ed27a0542767_229)] | | | | | | [Executive [removed: Compensation](#ic3e4bf1571654b54a75e01746d337891_208)] [added: Compensation](#if1e8c8dd4b04440880a7ed27a0542767_229)] | | | [removed: [65](#ic3e4bf1571654b54a75e01746d337891_208)] [added: [63](#if1e8c8dd4b04440880a7ed27a0542767_229)] | | |

| [Item [removed: 12](#ic3e4bf1571654b54a75e01746d337891_211)] [added: 12](#if1e8c8dd4b04440880a7ed27a0542767_232)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic3e4bf1571654b54a75e01746d337891_211)] [added: Matters](#if1e8c8dd4b04440880a7ed27a0542767_232)] | | | [removed: [65](#ic3e4bf1571654b54a75e01746d337891_211)] [added: [63](#if1e8c8dd4b04440880a7ed27a0542767_232)] | | |

| [Item [removed: 13](#ic3e4bf1571654b54a75e01746d337891_214)] [added: 13](#if1e8c8dd4b04440880a7ed27a0542767_235)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic3e4bf1571654b54a75e01746d337891_214)] [added: Independence](#if1e8c8dd4b04440880a7ed27a0542767_235)] | | | [removed: [65](#ic3e4bf1571654b54a75e01746d337891_214)] [added: [63](#if1e8c8dd4b04440880a7ed27a0542767_235)] | | |

| [Item [removed: 14](#ic3e4bf1571654b54a75e01746d337891_217)] [added: 14](#if1e8c8dd4b04440880a7ed27a0542767_238)] | | | | | | [Principal Accountant Fees and [removed: Services](#ic3e4bf1571654b54a75e01746d337891_217)] [added: Services](#if1e8c8dd4b04440880a7ed27a0542767_238)] | | | [removed: [65](#ic3e4bf1571654b54a75e01746d337891_217)] [added: [63](#if1e8c8dd4b04440880a7ed27a0542767_238)] | | |

| [Item [removed: 15](#ic3e4bf1571654b54a75e01746d337891_223)] [added: 15](#if1e8c8dd4b04440880a7ed27a0542767_244)] | | | | | | [Exhibits, Financial Statement [removed: Schedules](#ic3e4bf1571654b54a75e01746d337891_223)] [added: Schedules](#if1e8c8dd4b04440880a7ed27a0542767_244)] | | | [removed: [66](#ic3e4bf1571654b54a75e01746d337891_223)] [added: [64](#if1e8c8dd4b04440880a7ed27a0542767_244)] | | |

| [Item [removed: 16](#ic3e4bf1571654b54a75e01746d337891_2118)] [added: 16](#if1e8c8dd4b04440880a7ed27a0542767_250)] | | | | | | [Form 10-K [removed: Summary](#ic3e4bf1571654b54a75e01746d337891_2118)] [added: Summary](#if1e8c8dd4b04440880a7ed27a0542767_250)] | | | [removed: [69](#ic3e4bf1571654b54a75e01746d337891_2118)] [added: [67](#if1e8c8dd4b04440880a7ed27a0542767_250)] | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2021] [added: 2022] Form 10-K | | | 1 | | |

| | | | BUSINESS | | | [Table of [removed: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] [added: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] [added: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] | | |

See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

| | | | Non-accelerated filer | | | o | | | Smaller reporting company | | | o | | | | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#if1e8c8dd4b04440880a7ed27a0542767_10) | | | | | | | | | | | |

| [PART II](#if1e8c8dd4b04440880a7ed27a0542767_46) | | | | | | | | | | | |

| [PART III](#if1e8c8dd4b04440880a7ed27a0542767_223) | | | | | | | | | | | |

| [PART IV](#if1e8c8dd4b04440880a7ed27a0542767_241) | | | | | | | | | | | |

| [SIGNATURES](#if1e8c8dd4b04440880a7ed27a0542767_253) | | | | | | | | | [68](#if1e8c8dd4b04440880a7ed27a0542767_253) | | |

Former name, former address and former fiscal year, if changed since last report: N/A

*Note* – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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

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

Indicate the number of shares outstanding of each of registrant's classes of Common Stock, as of the latest practicable date.

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

| [Item 4A](#ic3e4bf1571654b54a75e01746d337891_31) | | | | | | [Executive Officers](#ic3e4bf1571654b54a75e01746d337891_31) | | | [16](#ic3e4bf1571654b54a75e01746d337891_31) | | |

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

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

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

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

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2021] [added: 2022] Form 10-K | | | [removed: 13] [added: 14] | | |

| | | | PROPERTIES | | | [Table of [removed: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] [added: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] [added: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] | | |

| Stores as of January [removed: 29, 2022] [added: 28, 2023] | | | Stores | | | Retail [removed: Sq. Ft.] [added: Square Feet] (in thousands) | | | | | | Stores as of January [removed: 29, 2022] [added: 28, 2023] | | | Stores | | | Retail [removed: Sq. Ft.] [added: Square Feet] (in thousands) | | |

| Colorado | | | 45 | | | [removed: 6,360] [added: 6,361] | | | | | | New Mexico | | | 10 | | | 1,185 | | |

| Florida | | | 127 | | | [removed: 17,309] [added: 17,225] | | | | | | Ohio | | | [removed: 64] [added: 65] | | | [removed: 7,828] [added: 7,863] | | |

| Hawaii | | | 8 | | | 1,234 | | | | | | Oregon | | | [removed: 21] [added: 22] | | | [removed: 2,303] [added: 2,353] | | |

| Idaho | | | 7 | | | 725 | | | | | | Pennsylvania | | | [removed: 76] [added: 78] | | | [removed: 9,120] [added: 9,260] | | |

| Illinois | | | 100 | | | [removed: 12,149] [added: 12,171] | | | | | | Rhode Island | | | 4 | | | 517 | | |

| Indiana | | | 32 | | | [removed: 4,185] [added: 4,186] | | | | | | South Carolina | | | [removed: 19] [added: 20] | | | [removed: 2,359] [added: 2,389] | | |

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

| Kansas | | | 17 | | | 2,385 | | | | | | Tennessee | | | 30 | | | [removed: 3,816] [added: 3,815] | | |

| Louisiana | | | [removed: 15] [added: 16] | | | [removed: 2,120] [added: 2,195] | | | | | | Utah | | | 15 | | | 1,981 | | |

| Maine | | | [removed: 5] [added: 6] | | | [removed: 630] [added: 741] | | | | | | Vermont | | | 1 | | | 60 | | |

| Michigan | | | 54 | | | [removed: 6,298] [added: 6,300] | | | | | | West Virginia | | | 6 | | | 755 | | |

| Mississippi | | | 6 | | | 743 | | | | | | Wyoming | | | [removed: 2] [added: 3] | | | [removed: 187] [added: 257] | | |

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

For additional information on our properties, see the [Capital [removed: Expenditures](#ic3e4bf1571654b54a75e01746d337891_67)] [added: Expenditures](#if1e8c8dd4b04440880a7ed27a0542767_82)] section in MD&A and [Notes [removed: 12](#ic3e4bf1571654b54a75e01746d337891_142)] [added: 11](#if1e8c8dd4b04440880a7ed27a0542767_163)] and [removed: [18](#ic3e4bf1571654b54a75e01746d337891_166)] [added: [17](#if1e8c8dd4b04440880a7ed27a0542767_184)] to the Consolidated Financial Statements.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2021] [added: 2022] Form 10-K | | | [removed: 14] [added: 15] | | |

| | | | LEGAL PROCEEDINGS & MINE SAFETY DISCLOSURES | | | [Table of [removed: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] [added: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] [added: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] | | |

| California | | | 314 | | | 37,304 | | | | | | New Jersey | | | 49 | | | 6,189 | | |

| Connecticut | | | 21 | | | 2,732 | | | | | | New York | | | 100 | | | 10,820 | | |

| Kentucky | | | 14 | | | 1,575 | | | | | | Texas | | | 154 | | | 21,176 | | |

| Maryland | | | 41 | | | 5,070 | | | | | | Virginia | | | 61 | | | 7,789 | | |

| Minnesota | | | 73 | | | 10,332 | | | | | | Wisconsin | | | 38 | | | 4,614 | | |

| Missouri | | | 35 | | | 4,618 | | | | | | | | | | | | | | |

| | | | | | | | | | | | | Total | | | 1,948 | | | 244,584 | | |

| Stores and Supply Chain Facilities as of January 28, 2023 | | | Stores | | | Supply Chain Facilities *(a)* | | |

| Owned | | | 1,530 | | | 37 | | |

| Leased | | | 261 | | | 18 | | |

| Total | | | 1,948 | | | 55 | | |

*(a)*Supply Chain Facilities includes distribution centers and sortation centers with a total of 59.2 million square feet.

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

| Connecticut | | | 21 | | | 2,731 | | | | | | New York | | | 95 | | | 10,617 | | |

| Kentucky | | | 14 | | | 1,571 | | | | | | Texas | | | 153 | | | 21,029 | | |

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

| Minnesota | | | 73 | | | 10,315 | | | | | | Wisconsin | | | 38 | | | 4,611 | | |

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

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

| Stores and Distribution Centers as of January 29, 2022 | | | Stores | | | Distribution Centers *(a)* | | |

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

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

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

*(a)*The 48 distribution centers have a total of 57.0 million square feet.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2021] [added: 2022] Form 10-K | | | [removed: 15] [added: 16] | | |

| | | | | | | [Index to Financial [removed: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] [added: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] | | |

| | | | OTHER INFORMATION | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

PART II

| | | | EXECUTIVE OFFICERS | | | [Table of Contents](#ic3e4bf1571654b54a75e01746d337891_7) | | |

As of March [removed: 3, 2022,] [added: 2, 2023,] there were [removed: 13,454] [added: 13,187] shareholders of record.

Dividends declared per share for [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] are disclosed in our [Consolidated Statements of Shareholders' [removed: Investment](#ic3e4bf1571654b54a75e01746d337891_103).][added: Investment](#if1e8c8dd4b04440880a7ed27a0542767_121).]

Under the program, we have repurchased [removed: 11.3] [added: 23.8] million shares of common at an average price of [removed: $236.76,] [added: $223.52,] for a total investment of [removed: $2.7] [added: $5.3] billion.

[removed: The table below presents information with respect to] [added: There were no] Target common stock purchases made during the three months ended January [removed: 29, 2022,] [added: 28, 2023] 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: 2021] [added: 2022] Form 10-K | | | 17 | | |

| | | | OTHER INFORMATION | | | [Table of [removed: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] [added: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] [added: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] | | |

[removed: ][added: ]

| | | | [removed: January 28, 2017 | | |] February 3, 2018 | | | February 2, 2019 | | | February 1, 2020 | | | January 30, 2021 | | | January 29, 2022 | | | [added: January 28, 2023 | | |]

The Peer Group is consistent with the retail peer group [removed: used for] [added: described in] our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June [removed: 8, 2022,] [added: 14, 2023,] 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 [removed: January 30, 2017,] [added: February 3, 2018,] and reinvestment of all dividends.

As of January 28, 2023, the dollar value of shares that may yet be purchased under the program is $9.7 billion.

| Target | | | $ | 100.00 | | $ | 100.82 | | $ | 161.87 | | $ | 270.17 | | $ | 329.06 | | $ | 260.13 | |

| S&P 500 Index | | | 100.00 | | | 99.94 | | | 121.49 | | | 142.45 | | | 172.36 | | | 160.94 | | |

| Peer Group | | | 100.00 | | | 104.28 | | | 126.36 | | | 175.31 | | | 183.63 | | | 156.02 | | |

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

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

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

| 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 | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2021] [added: 2022] Form 10-K | | | 18 | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of [removed: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] [added: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] | | |

| | | | EXECUTIVE OVERVIEW & FINANCIAL SUMMARY | | | [Index to Financial [removed: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] [added: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] | | |

| [removed: [Reports] [added: Reports] of Independent Registered Public Accounting [removed: Firm](#ic3e4bf1571654b54a75e01746d337891_88)] [added: Firm] | | | | | | | | | [removed: [35](#ic3e4bf1571654b54a75e01746d337891_88)] [added: [34](#if1e8c8dd4b04440880a7ed27a0542767_106)] | | |

| [Consolidated Statements of [removed: Operations](#ic3e4bf1571654b54a75e01746d337891_91)] [added: Operations](#if1e8c8dd4b04440880a7ed27a0542767_109)] | | | | | | | | | [removed: [38](#ic3e4bf1571654b54a75e01746d337891_91)] [added: [37](#if1e8c8dd4b04440880a7ed27a0542767_109)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ic3e4bf1571654b54a75e01746d337891_94)] [added: Income](#if1e8c8dd4b04440880a7ed27a0542767_112)] | | | | | | | | | [removed: [39](#ic3e4bf1571654b54a75e01746d337891_94)] [added: [38](#if1e8c8dd4b04440880a7ed27a0542767_112)] | | |

| [Consolidated Statements of Financial [removed: Position](#ic3e4bf1571654b54a75e01746d337891_97)] [added: Position](#if1e8c8dd4b04440880a7ed27a0542767_115)] | | | | | | | | | [removed: [40](#ic3e4bf1571654b54a75e01746d337891_97)] [added: [39](#if1e8c8dd4b04440880a7ed27a0542767_115)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ic3e4bf1571654b54a75e01746d337891_100)] [added: Flows](#if1e8c8dd4b04440880a7ed27a0542767_118)] | | | | | | | | | [removed: [41](#ic3e4bf1571654b54a75e01746d337891_100)] [added: [40](#if1e8c8dd4b04440880a7ed27a0542767_118)] | | |

| [Consolidated Statements of Shareholders' [removed: Investment](#ic3e4bf1571654b54a75e01746d337891_103)] [added: Investment](#if1e8c8dd4b04440880a7ed27a0542767_121)] | | | | | | | | | [removed: [42](#ic3e4bf1571654b54a75e01746d337891_103)] [added: [41](#if1e8c8dd4b04440880a7ed27a0542767_121)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ic3e4bf1571654b54a75e01746d337891_106)] [added: Statements](#if1e8c8dd4b04440880a7ed27a0542767_124)] | | | | | | | | | [removed: [43](#ic3e4bf1571654b54a75e01746d337891_106)] [added: [42](#if1e8c8dd4b04440880a7ed27a0542767_124)] | | |

| [Note [removed: 1](#ic3e4bf1571654b54a75e01746d337891_109)] [added: 1](#if1e8c8dd4b04440880a7ed27a0542767_127)] | | | | | | [Summary of Accounting [removed: Policies](#ic3e4bf1571654b54a75e01746d337891_109)] [added: Policies](#if1e8c8dd4b04440880a7ed27a0542767_127)] | | | [removed: [43](#ic3e4bf1571654b54a75e01746d337891_109)] [added: [42](#if1e8c8dd4b04440880a7ed27a0542767_127)] | | |

| [Note [removed: 3](#ic3e4bf1571654b54a75e01746d337891_1982)] [added: 2](#if1e8c8dd4b04440880a7ed27a0542767_133)] | | | | | | [Dermstore [removed: Sale](#ic3e4bf1571654b54a75e01746d337891_1982)] [added: Sale](#if1e8c8dd4b04440880a7ed27a0542767_133)] | | | [removed: [43](#ic3e4bf1571654b54a75e01746d337891_1982)] [added: [42](#if1e8c8dd4b04440880a7ed27a0542767_133)] | | |

| [removed: [Note](#ic3e4bf1571654b54a75e01746d337891_121) [5](#ic3e4bf1571654b54a75e01746d337891_121)] [added: [Note 4](#if1e8c8dd4b04440880a7ed27a0542767_142)] | | | | | | [Cost of Sales and Selling, General and Administrative [removed: Expenses](#ic3e4bf1571654b54a75e01746d337891_121)] [added: Expenses](#if1e8c8dd4b04440880a7ed27a0542767_142)] | | | [removed: [45](#ic3e4bf1571654b54a75e01746d337891_121)] [added: [44](#if1e8c8dd4b04440880a7ed27a0542767_142)] | | |

| [Note [removed: 6](#ic3e4bf1571654b54a75e01746d337891_124)] [added: 5](#if1e8c8dd4b04440880a7ed27a0542767_145)] | | | | | | [Consideration Received from [removed: Vendors](#ic3e4bf1571654b54a75e01746d337891_124)] [added: Vendors](#if1e8c8dd4b04440880a7ed27a0542767_145)] | | | [removed: [46](#ic3e4bf1571654b54a75e01746d337891_124)] [added: [45](#if1e8c8dd4b04440880a7ed27a0542767_145)] | | |

| [Note [removed: 7](#ic3e4bf1571654b54a75e01746d337891_127)] [added: 6](#if1e8c8dd4b04440880a7ed27a0542767_148)] | | | | | | [Advertising [removed: Costs](#ic3e4bf1571654b54a75e01746d337891_127)] [added: Costs](#if1e8c8dd4b04440880a7ed27a0542767_148)] | | | [removed: [46](#ic3e4bf1571654b54a75e01746d337891_127)] [added: [45](#if1e8c8dd4b04440880a7ed27a0542767_148)] | | |

| [Note [removed: 8](#ic3e4bf1571654b54a75e01746d337891_130)] [added: 7](#if1e8c8dd4b04440880a7ed27a0542767_151)] | | | | | | [Fair Value [removed: Measurements](#ic3e4bf1571654b54a75e01746d337891_130)] [added: Measurements](#if1e8c8dd4b04440880a7ed27a0542767_151)] | | | [removed: [46](#ic3e4bf1571654b54a75e01746d337891_130)] [added: [45](#if1e8c8dd4b04440880a7ed27a0542767_151)] | | |

| [Note [removed: 9](#ic3e4bf1571654b54a75e01746d337891_133)] [added: 8](#if1e8c8dd4b04440880a7ed27a0542767_154)] | | | | | | [Cash and Cash [removed: Equivalents](#ic3e4bf1571654b54a75e01746d337891_133)] [added: Equivalents](#if1e8c8dd4b04440880a7ed27a0542767_154)] | | | [removed: [47](#ic3e4bf1571654b54a75e01746d337891_133)] [added: [46](#if1e8c8dd4b04440880a7ed27a0542767_154)] | | |

| [Note [removed: 11](#ic3e4bf1571654b54a75e01746d337891_139)] [added: 10](#if1e8c8dd4b04440880a7ed27a0542767_160)] | | | | | | [Other Current [removed: Assets](#ic3e4bf1571654b54a75e01746d337891_139)] [added: Assets](#if1e8c8dd4b04440880a7ed27a0542767_160)] | | | [removed: [47](#ic3e4bf1571654b54a75e01746d337891_139)] [added: [46](#if1e8c8dd4b04440880a7ed27a0542767_160)] | | |

| [Note [removed: 12](#ic3e4bf1571654b54a75e01746d337891_142)] [added: 11](#if1e8c8dd4b04440880a7ed27a0542767_163)] | | | | | | [Property and [removed: Equipment](#ic3e4bf1571654b54a75e01746d337891_142)] [added: Equipment](#if1e8c8dd4b04440880a7ed27a0542767_163)] | | | [removed: [48](#ic3e4bf1571654b54a75e01746d337891_142)] [added: [47](#if1e8c8dd4b04440880a7ed27a0542767_163)] | | |

| [Note [removed: 13](#ic3e4bf1571654b54a75e01746d337891_148)] [added: 12](#if1e8c8dd4b04440880a7ed27a0542767_169)] | | | | | | [Other Noncurrent [removed: Assets](#ic3e4bf1571654b54a75e01746d337891_148)] [added: Assets](#if1e8c8dd4b04440880a7ed27a0542767_169)] | | | [removed: [48](#ic3e4bf1571654b54a75e01746d337891_148)] [added: [47](#if1e8c8dd4b04440880a7ed27a0542767_169)] | | |

| [Note [removed: 14](#ic3e4bf1571654b54a75e01746d337891_154)] [added: 13](#if1e8c8dd4b04440880a7ed27a0542767_172)] | | | | | | [Accrued and Other Current [removed: Liabilities](#ic3e4bf1571654b54a75e01746d337891_154)] [added: Liabilities](#if1e8c8dd4b04440880a7ed27a0542767_172)] | | | [removed: [49](#ic3e4bf1571654b54a75e01746d337891_154)] [added: [48](#if1e8c8dd4b04440880a7ed27a0542767_172)] | | |

| [Note [removed: 1](#ic3e4bf1571654b54a75e01746d337891_157)[5](#ic3e4bf1571654b54a75e01746d337891_157)] [added: 14](#if1e8c8dd4b04440880a7ed27a0542767_175)] | | | | | | [Commitments and [removed: Contingencies](#ic3e4bf1571654b54a75e01746d337891_157)] [added: Contingencies](#if1e8c8dd4b04440880a7ed27a0542767_175)] | | | [removed: [49](#ic3e4bf1571654b54a75e01746d337891_157)] [added: [48](#if1e8c8dd4b04440880a7ed27a0542767_175)] | | |

| [Note [removed: 1](#ic3e4bf1571654b54a75e01746d337891_160)[6](#ic3e4bf1571654b54a75e01746d337891_160)] [added: 15](#if1e8c8dd4b04440880a7ed27a0542767_178)] | | | | | | [Commercial Paper and Long-Term [removed: Debt](#ic3e4bf1571654b54a75e01746d337891_160)] [added: Debt](#if1e8c8dd4b04440880a7ed27a0542767_178)] | | | [removed: [50](#ic3e4bf1571654b54a75e01746d337891_160)] [added: [49](#if1e8c8dd4b04440880a7ed27a0542767_178)] | | |

| [Note [removed: 1](#ic3e4bf1571654b54a75e01746d337891_163)[7](#ic3e4bf1571654b54a75e01746d337891_163)] [added: 16](#if1e8c8dd4b04440880a7ed27a0542767_181)] | | | | | | [Derivative Financial [removed: Instruments](#ic3e4bf1571654b54a75e01746d337891_163)] [added: Instruments](#if1e8c8dd4b04440880a7ed27a0542767_181)] | | | [removed: [51](#ic3e4bf1571654b54a75e01746d337891_163)] [added: [50](#if1e8c8dd4b04440880a7ed27a0542767_181)] | | |

| [removed: [Note](#ic3e4bf1571654b54a75e01746d337891_172) [19](#ic3e4bf1571654b54a75e01746d337891_172)] [added: [Note 18](#if1e8c8dd4b04440880a7ed27a0542767_190)] | | | | | | [Incomes [removed: Taxes](#ic3e4bf1571654b54a75e01746d337891_172)] [added: Taxes](#if1e8c8dd4b04440880a7ed27a0542767_190)] | | | [removed: [54](#ic3e4bf1571654b54a75e01746d337891_172)] [added: [53](#if1e8c8dd4b04440880a7ed27a0542767_190)] | | |

| [Note [removed: 20](#ic3e4bf1571654b54a75e01746d337891_175)] [added: 19](#if1e8c8dd4b04440880a7ed27a0542767_193)] | | | | | | [Other Noncurrent [removed: Liabilities](#ic3e4bf1571654b54a75e01746d337891_175)] [added: Liabilities](#if1e8c8dd4b04440880a7ed27a0542767_193)] | | | [removed: [56](#ic3e4bf1571654b54a75e01746d337891_175)] [added: [55](#if1e8c8dd4b04440880a7ed27a0542767_193)] | | |

| [Note [removed: 21](#ic3e4bf1571654b54a75e01746d337891_178)] [added: 20](#if1e8c8dd4b04440880a7ed27a0542767_196)] | | | | | | [Share [removed: Repurchase](#ic3e4bf1571654b54a75e01746d337891_178)] [added: Repurchase](#if1e8c8dd4b04440880a7ed27a0542767_196)] | | | [removed: [56](#ic3e4bf1571654b54a75e01746d337891_178)] [added: [55](#if1e8c8dd4b04440880a7ed27a0542767_196)] | | |

| [Note [removed: 22](#ic3e4bf1571654b54a75e01746d337891_181)] [added: 21](#if1e8c8dd4b04440880a7ed27a0542767_199)] | | | | | | [Share-Based [removed: Compensation](#ic3e4bf1571654b54a75e01746d337891_181)] [added: Compensation](#if1e8c8dd4b04440880a7ed27a0542767_199)] | | | [removed: [56](#ic3e4bf1571654b54a75e01746d337891_181)] [added: [55](#if1e8c8dd4b04440880a7ed27a0542767_199)] | | |

| [Note [removed: 23](#ic3e4bf1571654b54a75e01746d337891_184)] [added: 22](#if1e8c8dd4b04440880a7ed27a0542767_202)] | | | | | | [Defined Contribution [removed: Plans](#ic3e4bf1571654b54a75e01746d337891_184)] [added: Plans](#if1e8c8dd4b04440880a7ed27a0542767_202)] | | | [removed: [58](#ic3e4bf1571654b54a75e01746d337891_184)] [added: [57](#if1e8c8dd4b04440880a7ed27a0542767_202)] | | |

| [Note [removed: 2](#ic3e4bf1571654b54a75e01746d337891_187)[4](#ic3e4bf1571654b54a75e01746d337891_187)] [added: 23](#if1e8c8dd4b04440880a7ed27a0542767_205)] | | | | | | [Pension [removed: Plans](#ic3e4bf1571654b54a75e01746d337891_187)] [added: Plans](#if1e8c8dd4b04440880a7ed27a0542767_205)] | | | [removed: [59](#ic3e4bf1571654b54a75e01746d337891_187)] [added: [58](#if1e8c8dd4b04440880a7ed27a0542767_205)] | | |

| [Note [removed: 2](#ic3e4bf1571654b54a75e01746d337891_190)[5](#ic3e4bf1571654b54a75e01746d337891_190)] [added: 24](#if1e8c8dd4b04440880a7ed27a0542767_208)] | | | | | | [Accumulated Other Comprehensive [removed: Income](#ic3e4bf1571654b54a75e01746d337891_190)] [added: Income](#if1e8c8dd4b04440880a7ed27a0542767_208)] | | | [removed: [63](#ic3e4bf1571654b54a75e01746d337891_190)] [added: [62](#if1e8c8dd4b04440880a7ed27a0542767_208)] | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2021] [added: 2022] Form 10-K | | | [removed: 34] [added: 33] | | |

| | | | FINANCIAL STATEMENTS | | | [Table of [removed: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] [added: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] | | |

| | | | REPORTS | | | [Index to Financial [removed: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] [added: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] | | |

| Brian C. Cornell [removed: Chairman] [added: Chair of the Board] and Chief Executive Officer March [removed: 9, 2022] [added: 8, 2023] | | | | | | 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: 29, 2022] [added: 28, 2023] and January [removed: 30, 2021,] [added: 29, 2022,] 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: 29, 2022,] [added: 28, 2023,] 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: 29, 2022] [added: 28, 2023] and January [removed: 30, 2021,] [added: 29, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 29, 2022,] [added: 28, 2023,] 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: 29, 2022,] [added: 28, 2023,] 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: 9, 2022] [added: 8, 2023] expressed an unqualified opinion thereon.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2021] [added: 2022] Form 10-K | | | [removed: 35] [added: 34] | | |

| *Description of the Matter* | | | At January [removed: 29, 2022,] [added: 28, 2023,] the Corporation’s inventory was [removed: $13,902] [added: $13,499] million. As described in Note [removed: 10] [added: 9] to the consolidated financial statements, the Corporation accounts for the vast majority of its inventory under the retail inventory accounting method (RIM) using the last-in, first-out (LIFO) method. RIM is an averaging method that has been widely used in the retail industry due to its practicality. Under RIM, inventory cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the inventory retail value. | | |

| Our audit procedures also included, among others, testing the key inputs into the RIM calculation, including purchases, sales, shortage, and price changes (markdowns) by comparing the key inputs back to source information such as third-party vendor invoices, third-party inventory count information and cash receipts. We [added: also] performed [removed: extensive] analytical procedures. For example, we performed [removed: multiple linear regression analysis to predict ending inventory values at each store and distribution center location, as well as] predictive markdown analytics based on inquiries held with members of the merchant organization to assess the level of price changes within [removed: a] [added: each] category. In addition, we tested the existence of inventories by observing physical inventory counts for a sample of stores and distribution centers. | | | | | |

| | | | *Valuation of Vendor Income [removed: Receivables*] [added: Receivable*] | | |

| *Description of the Matter* | | | At January [removed: 29, 2022,] [added: 28, 2023,] the Corporation’s vendor income [removed: receivables] [added: receivable] totaled [removed: $518] [added: $526] million. As discussed in Note [removed: 6] [added: 5] of the consolidated financial statements, the Corporation receives consideration for a variety of vendor-sponsored programs, which are primarily recorded as a reduction of cost of sales when earned. The Corporation records a receivable for amounts earned but not yet received. | | |

| [Note 3](#if1e8c8dd4b04440880a7ed27a0542767_136) | | | | | | [Revenues](#if1e8c8dd4b04440880a7ed27a0542767_136) | | | [43](#if1e8c8dd4b04440880a7ed27a0542767_136) | | |

| [Note 9](#if1e8c8dd4b04440880a7ed27a0542767_157) | | | | | | [Inventory](#if1e8c8dd4b04440880a7ed27a0542767_157) | | | [46](#if1e8c8dd4b04440880a7ed27a0542767_157) | | |

| [Note 17](#if1e8c8dd4b04440880a7ed27a0542767_184) | | | | | | [Leases](#if1e8c8dd4b04440880a7ed27a0542767_184) | | | [51](#if1e8c8dd4b04440880a7ed27a0542767_184) | | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | REPORTS | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

March 8, 2023

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | REPORTS | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

| Brian C. Cornell Chair of the Board and Chief Executive Officer March 8, 2023 | | | | | | Michael J. Fiddelke Executive Vice President and Chief Financial Officer | | |

March 8, 2023

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

See accompanying [Notes to Consolidated Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_124).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

See accompanying [Notes to Consolidated Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_124).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

See accompanying [Notes to Consolidated Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_124).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

| Other comprehensive income | | | — | | | — | | | — | | | — | | | 134 | | | 134 | | |

| Repurchase of stock | | | (12.5) | | | (1) | | | 119 | | | (2,764) | | | — | | | (2,646) | | |

| January 28, 2023 | | | 460.3 | | | $ | 38 | | $ | 6,608 | | $ | 5,005 | | $ | (419) | | $ | 11,232 | |

See accompanying [Notes to Consolidated Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_124).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | NOTES | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

| Other revenue | | | 1,532 | | | 1,394 | | | 1,161 | | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | NOTES | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | NOTES | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

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

| Interest rate swaps *(c)* | | | Other Noncurrent Liabilities | | | Level 2 | | | | | | 81 | | | | | | — | | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | NOTES | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#if1e8c8dd4b04440880a7ed27a0542767_7) | | |

| | | | NOTES | | | [Index to Financial Statements](#if1e8c8dd4b04440880a7ed27a0542767_100) | | |

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

| [Note 2](#ic3e4bf1571654b54a75e01746d337891_112) | | | | | | [Coronavirus (COVID-19)](#ic3e4bf1571654b54a75e01746d337891_112) | | | [43](#ic3e4bf1571654b54a75e01746d337891_112) | | |

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

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

| [Note 18](#ic3e4bf1571654b54a75e01746d337891_166) | | | | | | [Leases](#ic3e4bf1571654b54a75e01746d337891_166) | | | [51](#ic3e4bf1571654b54a75e01746d337891_166) | | |

March 9, 2022

| Discontinued operations, net of tax | | | — | | | — | | | 12 | | |

| Continuing operations | | | $ | 14.23 | | $ | 8.72 | | $ | 6.39 | |

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

| Net earnings per share | | | $ | 14.23 | | $ | 8.72 | | $ | 6.42 | |

| Continuing operations | | | $ | 14.10 | | $ | 8.64 | | $ | 6.34 | |

| Net earnings per share | | | $ | 14.10 | | $ | 8.64 | | $ | 6.36 | |

| Earnings from discontinued operations, net of tax | | | — | | | — | | | 12 | | |

| Net earnings from continuing operations | | | 6,946 | | | 4,368 | | | 3,269 | | |

| Cash provided by operating activities—discontinued operations | | | — | | | — | | | 18 | | |

| Cash provided by operating activities | | | 8,625 | | | 10,525 | | | 7,117 | | |

| February 2, 2019 | | | 517.8 | | | $ | 43 | | $ | 6,042 | | $ | 6,017 | | $ | (805) | | $ | 11,297 | |

| Repurchase of stock | | | (16.0) | | | (1) | | | — | | | (1,520) | | | — | | | (1,521) | | |

Coronavirus (COVID-19)

The COVID-19 pandemic continues to evolve.

In 2020 and 2021, governments took various measures in response to COVID-19, such as mandating the closure of certain businesses at times and encouraging or requiring citizens to avoid large gatherings.

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

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.

We have taken various actions, including accelerating purchases of certain merchandise in our core categories and, early in the pandemic, slowing or canceling purchase orders, primarily for Apparel and Accessories.

As a result of these actions, we recorded $226 million of purchase order cancellation fees in Cost of Sales in 2020.

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

As of January 29, 2022, the carrying value and maturities of our debt portfolio were as follows:

| (dollars in millions) | | | Rate *(a)* | | | | | | Balance | | |

| Due 2027-2031 | | | 3.5 | | | | | | 2,603 | | |

| Due 2032-2036 | | | 6.3 | | | | | | 301 | | |

| Due 2042-2046 | | | 3.9 | | | | | | 1,684 | | |

| Due 2047-2051 | | | 3.3 | | | | | | 1,500 | | |

*(a)*Reflects the dollar weighted average stated interest rate as of year-end.

In January 2020, we issued $750 million of 10-year unsecured fixed rate debt at 2.350 percent, and separately, we repurchased $1.0 billion of 3.875 percent unsecured fixed rate debt before its maturity.

We recognized a loss on early retirement of approximately $10 million, which was recorded in Net Interest Expense.

This new facility replaced our $2.5 billion unsecured revolving credit facility that was set to expire October 2023.

As of January 29, 2022, a $75 million gain was recorded in Accumulated Other Comprehensive Loss and will be reclassified to Net Interest Expense as we record interest expense on the associated debt.

Short-term and variable lease costs were insignificant for 2019.

| 2022 | | | $ | 337 | | $ | 176 | | $ | 513 | |

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

For the Report of Management on Internal Control and the Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting, see [Part II, Item 8, Financial Statements and Supplementary [removed: Data](#ic3e4bf1571654b54a75e01746d337891_85).][added: Data](#if1e8c8dd4b04440880a7ed27a0542767_100).]

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

During the most recently completed fiscal quarter, no other change in our internal control over financial reporting materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

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

| TARGET CORPORATION | | |  | | | 2021 Form 10-K | | | 63 | | |

| | | | | | | | | |

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

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

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

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2021] [added: 2022] Form 10-K | | | [removed: 64] [added: 62] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] [added: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] [added: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] | | |

Certain information required by Part III is incorporated by reference from Target's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June [removed: 8, 2022] [added: 14, 2023] (our Proxy Statement).

- Item [removed: one--Election] [added: one—Election] of directors

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

- Questions and answers about the [removed: 2022] [added: 2023] Annual Meeting—Access to information—Question [removed: 15][added: 16]

See also [Part I, [removed: Item 4A, Executive Officers](#ic3e4bf1571654b54a75e01746d337891_31)] [added: Item](#if1e8c8dd4b04440880a7ed27a0542767_13) [1](#if1e8c8dd4b04440880a7ed27a0542767_13)[,](#if1e8c8dd4b04440880a7ed27a0542767_13) [Business](#if1e8c8dd4b04440880a7ed27a0542767_13)] of this Form 10-K.

- Stock ownership information—Delinquent Section 16(a) reports

- Questions and answers about the 2023 Annual Meeting—Communications—Question 19

- Item one—Election of directors—Director compensation

- Compensation tables (exclusive of Compensation tables—Pay versus performance disclosure)

- Compensation tables

- Stock ownership [removed: information--][added: information—]

◦Beneficial ownership of directors and [added: executive] officers

- Compensation [removed: tables--Equity] [added: tables—Equity] compensation plan information

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

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

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2021] [added: 2022] Form 10-K | | | [removed: 65] [added: 63] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#ic3e4bf1571654b54a75e01746d337891_7)] [added: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ic3e4bf1571654b54a75e01746d337891_85)] [added: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] | | |

- [Consolidated Statements of [removed: Operations](#ic3e4bf1571654b54a75e01746d337891_91)] [added: Operations](#if1e8c8dd4b04440880a7ed27a0542767_109)] for the Years Ended January [added: 28, 2023, January] 29, 2022, [added: and] January 30, [removed: 2021, and February 1, 2020][added: 2021]

- [Consolidated Statements of Comprehensive [removed: Income](#ic3e4bf1571654b54a75e01746d337891_94)] [added: Income](#if1e8c8dd4b04440880a7ed27a0542767_112)] for the Years Ended January [added: 28, 2023, January] 29, 2022, [added: and] January 30, [removed: 2021, and February 1, 2020][added: 2021]

- [Consolidated Statements of Financial [removed: Position](#ic3e4bf1571654b54a75e01746d337891_97)] [added: Position](#if1e8c8dd4b04440880a7ed27a0542767_115)] as of January [removed: 29, 2022,] [added: 28, 2023,] and January [removed: 30, 2021][added: 29, 2022]

- [Consolidated Statements of Cash [removed: Flows](#ic3e4bf1571654b54a75e01746d337891_100)] [added: Flows](#if1e8c8dd4b04440880a7ed27a0542767_118)] for the Years Ended January [added: 28, 2023, January] 29, 2022, [added: and] January 30, [removed: 2021, and February 1, 2020][added: 2021]

- [Consolidated Statements of Shareholders' [removed: Investment](#ic3e4bf1571654b54a75e01746d337891_103)] [added: Investment](#if1e8c8dd4b04440880a7ed27a0542767_121)] for the Years Ended January [added: 28, 2023, January] 29, 2022, [added: and] January 30, [removed: 2021, and February 1, 2020][added: 2021]