Target (TGT) 10-K risk factor changes: FY2023 vs FY2022

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | [removed: 7] [added: 8] | | |

| | | | RISK FACTORS | | | [Table of [removed: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] [added: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] [added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] | | |

Consumers may also use third-party [removed: channels or devices] [added: channels, devices, technologies, and capabilities (including artificial intelligence)] to initiate shopping searches and place orders, which could make us dependent on the capabilities and search algorithms of those third parties to reach those consumers.

Any [added: failures or] difficulties in executing our differentiation efforts could adversely affect our results of operations and financial condition.

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

Negative incidents involving us, our workforce, or others with whom we do business could quickly erode trust and confidence and result in [added: changes in] consumer [removed: boycotts,] [added: behavior (including consumer boycotts),] workforce unrest or walkouts, government investigations, and litigation.

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

[removed: Any] [added: Furthermore, any] failure, or perceived failure, by us to achieve [removed: these] [added: our sustainability] goals [removed: and initiatives] or to otherwise meet [removed: evolving] [added: evolving, varied,] and [removed: varied] [added: sometimes conflicting] stakeholder expectations [added: regarding the environment,] could adversely affect our reputation and [removed: result in legal and regulatory proceedings against us.][added: results of operations.]

Any of these outcomes could [removed: negatively impact] [added: adversely affect] our [added: reputation,] results of [removed: operations] [added: operations,] and financial condition.

Reputational harm can also occur indirectly through companies [added: and others] with whom we do business.

We have [added: consumer-facing] relationships with a variety of other companies, including Apple, CVS, Disney, Levi’s, Starbucks, and Ulta Beauty.

If our guests have negative experiences [removed: with] [added: with,] or view [removed: unfavorably] [added: unfavorably,] any of the companies [added: or individuals] with whom we have relationships, it could cause them to stop shopping with [removed: us.][added: us and negatively impact our results of operations.]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | [removed: 8] [added: 9] | | |

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

This [added: requires longer-term forecasting of consumer demand, including for categories where consumer preferences may change rapidly, and] exposes us to enhanced risks of supply chain [removed: disruptions and changing consumer preferences,] [added: disruptions,] which could adversely affect our results of operations.

In addition, sustained high rates of inventory shrink at certain stores [removed: could impact] [added: have contributed, and may continue to contribute, to] the [removed: profitability] [added: closure] of [removed: those] [added: certain] stores and [removed: result in] the impairment of long-term assets.

[removed: Investments] [added: Investment] and Infrastructure Risks

If our capital investments do not achieve appropriate [removed: returns,] [added: returns or] our [added: efficiency efforts are not successful, our] competitive position, results of operations, and financial condition could be adversely affected.

We [removed: are making,] [added: have made,] and expect to continue to make, significant investments in technology and supply chain infrastructure.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | [removed: 9] [added: 10] | | |

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

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

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

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

[removed: If] [added: Any damage or disruption to] our [added: technology] systems [removed: are damaged or disrupted, we may incur substantial costs, experience data loss or theft, and be unable] [added: could severely interrupt our business operations, including our ability] to [removed: manage inventories or] process guest [removed: transactions,] [added: transactions and manage inventories,] which could adversely affect our reputation, results of operations, and financial condition.

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

We have programs in place to detect, contain, and respond to [added: information security, cybersecurity, and] data [removed: security] [added: privacy] incidents.

Unauthorized parties may also attempt to gain access to our [added: information] systems or facilities, or those of third parties with whom we do business, through fraud, deception, [added: social engineering,] or other bad acts.

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

Our only significant [added: information security, cybersecurity, or] data [removed: security] [added: privacy] incident was a data breach that occurred in [removed: 2013] [added: 2013, which adversely affected our reputation] and [removed: went undetected for several weeks.][added: results of operations.]

Both we and our vendors have experienced [removed: data security incidents since that] [added: additional information security, cybersecurity, and] data [removed: breach;] [added: privacy incidents;] however, to date, these other incidents have not been material to our [added: business strategy,] results of [removed: operations.][added: operations, or financial condition.]

Based on the prominence and notoriety of our prior significant data breach, additional [added: information security, cybersecurity, or] data [removed: security] [added: privacy] incidents could draw greater scrutiny.

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

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

The legal and regulatory environment regarding information security, cybersecurity, and data privacy is dynamic and has strict [removed: requirements] [added: requirements, including] for [removed: using] [added: the use] and [removed: treating] [added: treatment of] personal data.

Complying with current or contemplated [added: information security, cybersecurity,] data [removed: protection] [added: protection, and data processing] laws and [removed: regulations,] [added: regulations (including reporting and disclosure regimes),] or any failure to comply, could cause us to incur substantial costs, require changes to our business practices, and expose us to litigation and regulatory risks, each of which could adversely affect our reputation, results of operations, and financial condition.

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

We are dependent on our vendors, [removed: including] [added: independent contractors, and other third parties (including] common [removed: carriers,] [added: carriers)] to supply merchandise to our distribution centers, stores, and guests.

If our replenishment and fulfillment network does not operate properly, if a vendor fails to deliver on its commitments, or if common carriers have difficulty providing capacity to meet demands for their services like they experienced [removed: in recent years,] [added: during the COVID-19 pandemic,] we could experience merchandise out-of-stocks, delays in shipping and receiving merchandise, and increased costs, which could adversely affect our reputation and results of operations.

It may be difficult to address negative publicity across media channels, regardless of its accuracy or the reputability of its source, including as a result of fictitious media content (such as content produced by generative artificial intelligence or bad actors).

We have recently experienced negative perceptions of our business, which have adversely affected consumer behavior, and we could experience similar occurrences in the future.

Furthermore, our shareholders, guests, team members, and other stakeholders have evolving, varied, and sometimes conflicting expectations regarding many aspects of our business, including our operations, product and service offerings, and environmental, social, and governance matters.

Recently, our inability to meet some of those expectations has adversely affected our reputation, and the inability to meet all of those expectations in the future could adversely affect our reputation with some or all of our stakeholders.

Any adverse perception of Target could negatively impact our results of operations and financial condition and result in legal and regulatory proceedings against us.

| | | | RISK FACTORS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

In addition, we have relationships with third-party companies that sell and ship items directly to guests through our digital channels.

We also have relationships with designers, celebrities, influencers, and other individuals, including for advertising campaigns and marketing programs.

Furthermore, remodels and new store projects have previously been, and may in the future be, delayed or cancelled based on changes in macroeconomic conditions, changes in expected project benefits, and other factors, which could result in the inefficient deployment of our capital and adversely affect our results of operations and financial condition.

Conversely, overestimating replenishment capacity needs, changes in macroeconomic conditions, changes in expected project benefits, and other factors have resulted, and could in the future result, in delays or cancellations of supply chain infrastructure

| | | | RISK FACTORS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

projects and the inefficient deployment of our capital.

In addition, we have undertaken an enterprise-wide initiative to simplify and gain efficiencies across our business, with a focus on reducing complexities and lowering costs.

We cannot guarantee that we will realize all of the potential cost savings from this initiative and we may experience difficulties and delays in identifying and achieving such cost savings, which could adversely affect our results of operations and financial condition.

We rely extensively on technology systems throughout our business.

However, we may be unable to anticipate security incidents or implement adequate preventive measures as cyber threats continue to evolve and cyberattacks become more sophisticated and frequent, including through the introduction of viruses and malware (such as ransomware) and the use of artificial intelligence by threat actors.

Errors or malicious actions by our team members or contractors, faulty password management, and other vulnerabilities or irregularities could also overcome our security measures or those of third parties with whom we do business and result in a compromise or breach of our or their information systems.

| | | | RISK FACTORS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

In addition, we have consumer-facing relationships with a variety of other companies, including Apple, CVS, Disney, Levi’s, Starbucks, and Ulta Beauty.

Any termination of, or adverse change in, our relationship with any of these companies could decrease our sales, increase our costs, and negatively impact our reputation and results of operations.

| | | | RISK FACTORS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

| | | | RISK FACTORS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

It may be difficult to address negative publicity across media channels, regardless of whether it is accurate.

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

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.

The long-term impacts of the social, economic, and financial disruptions caused by the COVID-19 pandemic and the government responses to such disruptions are unknown.

In addition, the impact on our business of the long-term effects of the COVID-19 pandemic, or other similar public health crises, will depend on numerous factors that we cannot accurately predict.

Our Shipt subsidiary is a technology company that connects Shipt members through its online marketplace with a network of independent contractors who select, purchase, and deliver groceries and household essentials ordered from Target and other retailers.

We continue to make strategic investments to support our durable operating and financial model that further differentiates Target and is designed to drive sustainable sales and profit [removed: growth.][added: growth over the long term.]

During [removed: 2022,] [added: 2023,] in support of our enterprise strategy described in [Item 1 on page [removed: 2](#if1e8c8dd4b04440880a7ed27a0542767_13)] [added: 2](#ieb873e21dfe94b319c64aa7f36ac8461_13)] of this Form 10-K, we

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

- Fulfilled over [removed: 50] [added: 60] percent of our digital sales through our same-day fulfillment options: Order Pickup, Drive Up, and delivery via Shipt;

- Completed [removed: 140] [added: 65] full store remodels and [removed: invested] [added: continued to invest] in [removed: hundreds of] other [removed: stores through] [added: stores, including] projects to increase efficiency of our Same-Day Services, build-out and open Ulta Beauty shop-in-shops, and expand Apple and Disney experiences;

- Offered compelling promotions, attractive every day price points on key items, and free and easy payment and fulfillment [removed: 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][added: options.]

[removed: 2022] [added: Fiscal 2023 (a 53-week year)] included the following notable items:

- GAAP [added: and Adjusted] diluted earnings per share were [removed: $5.98.][added: $8.94.]

[removed: -] [added: |] Adjusted diluted earnings per share [removed: were $6.02.][added: | | | | | | | | | | | | | | | | | | $ | 8.94 | | | | | | | | | | | | | | | | | $ | 6.02 | | | | | | | | | | | | | | | | | $ | 13.56 | |]

- Total revenue [removed: increased 2.9] [added: decreased 1.6] percent, reflecting [added: a] total sales [removed: growth] [added: decline] of [removed: 2.8] [added: 1.7] percent and a [removed: 9.8] [added: 5.1] percent increase in other revenue.

◦Comparable store originated sales [removed: grew 2.4] [added: declined 3.5] percent.

◦Comparable digitally originated sales [removed: increased 1.5] [added: decreased 4.8] percent.

- Operating income of [removed: $3.8] [added: $5.7] billion was [removed: 57.0] [added: 48.3] percent [removed: lower] [added: higher] than the comparable prior-year period.

See [Business [removed: Environment](#if1e8c8dd4b04440880a7ed27a0542767_61)] [added: Environment](#if2dabbbfebfe4262ab52fc13b667b44a_13514)] below for additional information.

Sales were [removed: $107.6] [added: $105.8] billion for [removed: 2022, an increase] [added: 2023, a decrease] of [removed: $3.0] [added: $1.8] billion, or [removed: 2.8] [added: 1.7] percent, from the prior year.

Operating cash flow was [removed: $4.0] [added: $8.6] billion for [removed: 2022, a decrease] [added: 2023, an increase] of [removed: $(4.6)] [added: $4.6] billion, or [removed: (53.4)] [added: 114.6] percent, from [removed: $8.6] [added: $4.0] billion for [removed: 2021.][added: 2022.]

The drivers of the operating cash flow [removed: decrease] [added: increase] are described on [page [removed: 27](#if1e8c8dd4b04440880a7ed27a0542767_79).][added: 30](#ieb873e21dfe94b319c64aa7f36ac8461_88).]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | [removed: 19] [added: 22] | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of [removed: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] [added: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] | | |

| | | | [removed: FINANCIAL SUMMARY & ANALYSIS] [added: ANALYSIS] OF OPERATIONS | | | [Index to Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] [added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] | | |

| [removed: 2022] [added: 2023 *(a)*] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2022/2021] [added: 2023/2022] | | | [removed: 2021/2020] [added: 2022/2021] | | | | | |

| GAAP diluted earnings per share | | | $ | [removed: 5.98] [added: 8.94] | | $ | [removed: 14.10] [added: 5.98] | | $ | [removed: 8.64] [added: 14.10] | | [removed: (57.6)] [added: 49.4] | | % | [removed: 63.1] [added: (57.6)] | | % |

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

| Adjusted diluted earnings per share | | | $ | [removed: 6.02] [added: 8.94] | | $ | [removed: 13.56] [added: 6.02] | | $ | [removed: 9.42] [added: 13.56] | | [removed: (55.7)] [added: 48.6] | | % | [removed: 44.0] [added: (55.7)] | | % |

A reconciliation of non-GAAP financial measures to GAAP measures is provided on [page [removed: 24](#if1e8c8dd4b04440880a7ed27a0542767_73).][added: 28](#ieb873e21dfe94b319c64aa7f36ac8461_76).]

For the trailing twelve months ended [removed: January 28, 2023,] [added: February 3, 2024,] after-tax ROIC was [removed: 12.6] [added: 16.1] percent, compared with [removed: 33.1] [added: 12.6] percent for the trailing twelve months ended January [removed: 29, 2022.][added: 28, 2023.]

The calculation of ROIC is provided on [page [removed: 26](#if1e8c8dd4b04440880a7ed27a0542767_76).][added: 29](#ieb873e21dfe94b319c64aa7f36ac8461_82).]

In [removed: 2022, our comparable sales growth slowed significantly, reflecting] [added: 2023, we experienced] sales [removed: decreases] [added: declines across our business, primarily] in [added: each of] our Discretionary categories (Apparel & Accessories, Hardlines, and Home Furnishings & Decor) [removed: that substantially] [added: partially] offset [added: by] growth in [removed: our] Frequency categories (Beauty & Household Essentials and Food & Beverage).

The Gross Margin Rate analysis on [page [removed: 23](#if1e8c8dd4b04440880a7ed27a0542767_67)] [added: 26](#ieb873e21dfe94b319c64aa7f36ac8461_58)] and Inventory section on [page [removed: 27](#if1e8c8dd4b04440880a7ed27a0542767_2332)] [added: 30](#ieb873e21dfe94b319c64aa7f36ac8461_91)] provide additional information.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | [removed: 20] [added: 23] | | |

| | | | ANALYSIS OF OPERATIONS | | | [Index to Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] [added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] | | |

| (dollars in millions) | | | [removed: 2022] [added: 2023 *(a)*] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2022/2021] [added: 2023/2022] | | | [removed: 2021/2020] [added: 2022/2021] | | |

| Sales | | | $ | [removed: 107,588] [added: 105,803] | | $ | [removed: 104,611] [added: 107,588] | | $ | [removed: 92,400] [added: 104,611] | | [removed: 2.8] [added: (1.7)] | | % | [removed: 13.2] [added: 2.8] | | % |

| Other revenue | | | [removed: 1,532] [added: 1,609] | | | [removed: 1,394] [added: 1,532] | | | [removed: 1,161] [added: 1,394] | | | [removed: 9.8] [added: 5.1] | | | [removed: 20.2] [added: 9.8] | | |

| Total revenue | | | [removed: 109,120] [added: 107,412] | | | [removed: 106,005] [added: 109,120] | | | [removed: 93,561] [added: 106,005] | | | [removed: 2.9] [added: (1.6)] | | | [removed: 13.3] [added: 2.9] | | |

| Cost of sales | | | [removed: 82,229] [added: 77,736] | | | [removed: 74,963] [added: 82,229] | | | [removed: 66,177] [added: 74,963] | | | [removed: 9.7] [added: (5.5)] | | | [removed: 13.3] [added: 9.7] | | |

| SG&A expenses | | | [removed: 20,658] [added: 21,554] | | | [removed: 19,752] [added: 20,658] | | | [removed: 18,615] [added: 19,752] | | | [removed: 4.6] [added: 4.3] | | | [removed: 6.1] [added: 4.6] | | |

| Depreciation and amortization (exclusive of depreciation included in cost of sales) | | | [removed: 2,385] [added: 2,415] | | | [removed: 2,344] [added: 2,385] | | | [removed: 2,230] [added: 2,344] | | | [removed: 1.8] [added: 1.3] | | | [removed: 5.1] [added: 1.8] | | |

| Operating income | | | $ | [removed: 3,848] [added: 5,707] | | $ | [removed: 8,946] [added: 3,848] | | $ | [removed: 6,539] [added: 8,946] | | [removed: (57.0)] [added: 48.3] | | % | [removed: 36.8] [added: (57.0)] | | % |

| Rate Analysis | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

- Rolled out Drive Up with Starbucks and Returns with Drive Up nationwide;

- Continued to emphasize newness across our assortment and continued to introduce new owned and exclusive brands and designer collaborations, including our first kitchen owned brand Figmint, collections from Kendra Scott, a collaboration with Rowing Blazers, and Stanley drinkware in exclusive colors;

- Opened 21 new stores in a variety of sizes with new design elements that reflect the local community;

- Invested in team member wages and benefits; and

- Comparable sales decreased 3.7 percent, driven by a 2.4 percent decrease in traffic and a 1.4 percent decrease in average transaction amount.

| | | | FINANCIAL SUMMARY | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

*(a)*2023 consisted of 53 weeks compared with 52 weeks in 2022 and 2021.

This trend of decreased Discretionary category sales began in 2022.

In response, during 2022, we took actions and employed strategies to align inventories with sales trends.

These actions, as well as improvements in the supply chain, have resulted in decreased inventory in 2023 compared with 2022, as well as a reduction in costs related to managing elevated inventory levels.

In 2023, we experienced a significant decrease in freight costs due to a decline in freight rates compared to 2022.

We have also experienced lower digital fulfillment costs due to a decrease in digital sales and an increased mix of digital sales fulfilled through lower-cost same-day services.

We continue to experience higher inventory shrink, as a percentage of sales, relative to historical levels — including significantly higher shrink rates at certain stores.

We believe that this trend is pervasive across the retail industry.

Increased shrink has had, and if current trends persist will continue to have, an adverse impact on our results of operations, including impairment of our long-lived assets.

[Note](#ieb873e21dfe94b319c64aa7f36ac8461_181) [11](#ieb873e21dfe94b319c64aa7f36ac8461_181) to the Financial Statements provides more information on impairment charges, including those related to store closures.

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

*(a)*2023 consisted of 53 weeks compared with 52 weeks in 2022 and 2021.

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

The extra week in 2023 contributed $1,715 million to total sales.

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | ANALYSIS OF OPERATIONS | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

See the Customer Loyalty Programs section within Item 1.

Business on [page 5](#i874055a9dc2b4907a0734f32aa4ea36e_29409) for information about the rebranding of RedCards.

◦lower freight costs; and

- lower digital fulfillment and supply chain costs due to

◦a decrease in digital volume;

◦an increased mix of digital sales fulfilled through lower-cost same-day services; and

◦lower inventory levels; and

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | ANALYSIS OF OPERATIONS & OTHER PERFORMANCE FACTORS | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

| February 3, 2024 | | | January 28, 2023 | | | | | | February 3, 2024 | | | January 28, 2023 | | | | | |

The increase primarily reflects higher pretax earnings in the current year, as well as lower discrete tax benefits related to share-based compensation compared to the prior year.

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

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*(a)*2023 consisted of 53 weeks compared with 52 weeks in 2022 and 2021.

*(a)*2023 consisted of 53 weeks compared with 52 weeks in 2022 and 2021.

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

- 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;

- Opened 23 new stores, including a new larger-footprint store with reimagined design elements and additional stores in key urban markets and on college campuses;

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

- 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.

- Comparable sales increased 2.2 percent, driven by a 2.1 percent increase in traffic.

Following the onset of the COVID-19 pandemic in 2020, we experienced strong comparable sales growth and significant volatility in our category and channel 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 led to industry-wide U.S. port and ground transportation delays.

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

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

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.

◦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;

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

Net Other (Income) / Expense was $(48) million and $(382) million for 2022 and 2021, respectively.

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

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.

| Loss on debt extinguishment | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 512 | | | | | | 379 | | | | | | 0.75 | | |

| Loss on investment *(a)* | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 19 | | | | | | 14 | | | | | | 0.03 | | |

| Income tax matters *(c)* | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (21) | | | | | | (0.04) | | |

| Adjusted diluted earnings per share | | | | | | | | | | | | | | | | | | $ | 6.02 | | | | | | | | | | | | | | | | | $ | 13.56 | | | | | | | | | | | | | | | | | $ | 9.42 | |

*(a)*Represents a loss on our investment in Casper Sleep Inc., which is not core to our operations.

*(c)*Represents benefits from the resolution of certain income tax matters unrelated to current period operations.

| \+ Net other income / (expense) | | | | | | 48 | | | | | | 382 | | | | | | | | |

For 2022, operating cash flows decreased as a result of lower earnings and lower accounts payable leverage, partially offset by decreased inventory investment, compared with 2021.

- 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

- increases in unit costs across all of our categories.

The increase also reflects the impact of inflation on these projects.

Beyond full-store remodels, we invested in optimizing front-end space in high-volume locations to increase the efficiency of our Same-Day Services, and built-out and opened approximately 250 Ulta Beauty shop-in-shops.

Supply chain projects will add replenishment capacity and modernize our network, including the use of sortation centers to enhance our last-mile delivery capabilities.

Additionally, we will continue to invest in optimizing front-end space.

In 2022, we issued $2.7 billion of debt, and we repaid $62 million of debt at maturity.

As of [removed: January 28, 2023,] [added: February 3, 2024,] 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 [removed: London Interbank Offered] [added: Secured Overnight Financing] Rate [removed: (LIBOR).][added: (SOFR).]

As of [removed: January 28, 2023,] [added: February 3, 2024,] our floating rate [removed: debt] [added: short-term investments] exceeded our floating rate [removed: short-term investments] [added: debt] by approximately [removed: $1.2 billion.][added: $450 million.]

Based on our balance sheet position as of [removed: January 28, 2023,] [added: February 3, 2024,] the annualized effect of a [removed: 0.1] [added: 1] percentage point increase in floating interest rates on our floating rate [removed: debt obligations,] [added: short-term investments,] net of our floating rate [removed: short-term investments,] [added: debt obligations,] would [removed: decrease] [added: increase] our earnings before income taxes by [removed: $1] [added: $5] million.

See further description of our debt and derivative instruments in [Notes [removed: 15](#if1e8c8dd4b04440880a7ed27a0542767_178)] [added: 16](#ieb873e21dfe94b319c64aa7f36ac8461_196)] and [removed: [16](#if1e8c8dd4b04440880a7ed27a0542767_181)] [added: [17](#ieb873e21dfe94b319c64aa7f36ac8461_199)] to the Financial Statements.

Based on our balance sheet position as of [removed: January 28, 2023,] [added: February 3, 2024,] the annualized effect of a 0.5 percentage point increase/(decrease) in interest rates would increase/(decrease) earnings before income taxes by $7 million.

A 1 percentage point decrease in the weighted average discount rate would increase annual expense by [removed: $59] [added: $36] million.

As of [removed: January 28, 2023,] [added: February 3, 2024,] we had hedged 70 percent of the interest rate exposure of our plan liabilities.

As more fully described in [Note [removed: 22](#if1e8c8dd4b04440880a7ed27a0542767_202)] [added: 23](#ieb873e21dfe94b319c64aa7f36ac8461_217)] to the Financial Statements, we are exposed to market returns on accumulated team member balances in our nonqualified, unfunded deferred compensation plans.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | [removed: 32] [added: 35] | | |

| | | | FINANCIAL STATEMENTS | | | [Table of [removed: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] [added: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] | | |

| | | | INDEX | | | [Index to Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] [added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] | | |

The United Kingdom's Financial Conduct Authority has announced the intent to phase out LIBOR by June 2023.

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

Our strategy [removed: places] [added: continues to leverage] stores [removed: at the center of our flexible] [added: as] fulfillment [removed: approach,] [added: hubs,] with stores fulfilling more than 96 percent of total sales, which provides convenience for our guests at a reduced fulfillment cost.

[removed: ][added: ]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | 2 | | |

| | | | BUSINESS | | | [Table of [removed: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] [added: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] [added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] | | |

[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](#if1e8c8dd4b04440880a7ed27a0542767_55)] [added: Operations](#ieb873e21dfe94b319c64aa7f36ac8461_43)] (MD&A).

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

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | 3 | | |

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

| [removed: All in Motion™] [added: Ava & Viv™] | | | Hearth & Hand™ with Magnolia | | | Shade & Shore™ | | |

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

| [removed: Ava & Viv™] [added: Bullseye's Playground™] | | | JoyLab™ | | | Sonia Kashuk™ | | |

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

| [removed: Brightroom™] [added: Cat & Jack™] | | | Knox Rose™ | | | Stars Above™ | | |

| [removed: Bullseye's Playground™] [added: Cloud Island™] | | | Kona Sol™ | | | Sun Squad™ | | |

| [removed: Casaluna™] [added: Colsie™] | | | Made By Design™ | | | Threshold™ | | |

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

| [removed: Cloud Island™] [added: Embark™] | | | Mondo Llama™ | | | up & up™ | | |

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

| [removed: Embark™] [added: Favorite Day™] | | | Opalhouse™ | | | Wondershop™ | | |

| [removed: Everspring™] [added: Figmint™] | | | Open Story™ | | | Xhilaration™ | | |

| [removed: Favorite] [added: A New] Day™ | | | [removed: Original Use™] [added: Future Collective™] | | | [added: Original Use™] | | |

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

Our guests receive a 5 percent discount on nearly all purchases and receive free shipping at Target.com when they use their Target Debit Card, [removed: RedCard Reloadable Account,] Target Credit Card, [removed: or] Target [removed: MasterCard®] [added: MasterCard®, or RedCard Reloadable Account] (collectively, RedCards™).

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

[removed: The vast majority of] [added: Most] merchandise is distributed to our stores through our network of distribution centers.

Merchandise sold through our digital channels is distributed to our guests through guest pick-up at our stores, via common carriers (from stores, [removed: distribution centers,] [added: supply chain facilities,] vendors, and third-party distributors), and [added: same-day] delivery via our wholly owned subsidiary, Shipt, Inc. (Shipt).

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | 4 | | |

As of [removed: January 28, 2023,] [added: February 3, 2024,] we employed approximately [removed: 440,000] [added: 415,000] full-time, part-time, and seasonal team members.

We champion workplace [removed: diversity] [added: inclusion, belonging] and [removed: an inclusive work environment] [added: diversity] with a focus on [removed: attracting,] engaging, developing, [removed: and] advancing [added: and attracting] team members equitably in [removed: order to reflect the guests and communities we serve.][added: support of our business.]

We [removed: monitor the representation of women and racially or ethnically diverse team members at different levels throughout the company and] disclose the composition of our team in our annual Workforce Diversity Report and EEO-1 report.

Our compensation packages include a starting wage range of $15 to $24 per hour for U.S. hourly team members in our stores and supply chain facilities (who comprise the vast majority of our team), a 401(k) plan with dollar-for-dollar matching contributions up to five percent of eligible earnings, paid vacation and holidays, family leave, [added: sick pay,] merchandise and other discounts, disability insurance, life insurance, healthcare and dependent care flexible spending accounts, [removed: debt-free] [added: tuition-free] education assistance and tuition reimbursement, free mental health services, an annual short-term incentive program, long-term equity awards, and health insurance benefits, including free virtual health care visits.

Target delivers on our purpose of helping all families discover the joy of everyday life through our curated, multi-category assortment, outstanding value, and a team that’s centered on care for each other, our guests, and communities.

Our stores, digital experience, fulfillment services, and loyalty ecosystem also play a critical role in differentiating Target and bringing our purpose to life.

Our strategy aims to expand Target’s relevancy in consumers’ lives and drive traffic, sales, and market share growth.

Core elements include:

- Delighting with newness, style, and value by strengthening our owned brands portfolio, curating leading national brands, and expanding the breadth and depth of signature partnerships.

- Delivering value by providing everyday low pricing and leveraging promotions and our loyalty ecosystem, Target Circle.

- Opening new stores, updating existing stores, and enhancing our digital experience to reach more consumers and provide a reliably convenient, easy, and inspiring shopping experience.

- Transforming our supply chain for increased efficiency, speed, capacity, and reliability across our network.

- Being a favorite discovery destination by making it easy for consumers to discover Target’s products and experiences across different channels and touchpoints, including our stores, our mobile app and website, and social platforms.

- Expanding our capabilities, such as our Roundel advertising business, to leverage our assets and enhance the guest experience.

Our strategy defines how we’ll continue to differentiate Target, and we’ll seek to enable growth through:

- Our Team – A highly engaged, diverse, purpose-driven, and community-oriented team.

- Consumer-Centricity – A deep understanding of consumers.

- Technology – A connected ecosystem of data, insights, and technology, including artificial intelligence.

- Efficiency – Simplify work for our teams to make it easier to deliver a great guest experience.

- Sustainability – Resiliency in our business model through our Target Forward strategy.

*(a)* 2023 consisted of 53 weeks.

The extra week in 2023 contributed $1.7 billion of sales.

| | | | BUSINESS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

| | | | BUSINESS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

| All in Motion™ | | | Gigglescape™ | | | Pillowfort™ | | |

| Boots & Barkley™ | | | Heyday™ | | | Smartly™ | | |

In March 2024, we announced changes to Target Circle, including the integration of Target Circle Card™ (formerly RedCard) and the addition of a Target Circle 360™ paid membership option.

Among other benefits, Target Circle 360 members receive access to same-day delivery and our fastest available shipping option with no additional markup or fees.

| | | | BUSINESS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

We set company-wide DE&I goals to drive our business, and learn and grow as an organization.

| | | | BUSINESS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

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

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

| TARGET CORPORATION | | |  | | | 2023 Form 10-K | | | 7 | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

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

| | | | | | | | | |

| Matthew L. Zabel | | | Executive Vice President and Chief Corporate Affairs Officer since October 2023. Executive Vice President and General Counsel from May 2022 to October 2023. Senior Vice President, Risk and Employee & Labor Relations from August 2020 to May 2022. Senior Vice President, Enterprise Risk from September 2017 to August 2020. | | | 55 | | |

Note: As previously disclosed, Mr. Liu intends to retire as Target's Chief Legal & Compliance Officer and Corporate Secretary in 2024.

Mr. Liu intends to remain in his current role until a successor is appointed, and is expected to serve as a strategic advisor for a transition period following such appointment.

Our team, technology, and operations enable us to serve guests, fulfill our purpose, and drive business results through a durable, growth-focused enterprise strategy that differentiates Target in the marketplace.

The six pillars of our strategy are:

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

- Investing to create an engaging, convenient, safe, and differentiated shopping experience for our guests;

- Leveraging our stores as fulfillment hubs to efficiently meet our guests' needs, whether they purchase online or in-store;

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

- Delivering affordability to our guests; and

- Leveraging our size and scale to benefit people, the planet, and our business, primarily through Target Forward, our enterprise sustainability strategy.

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

| Art Class™ | | | Heyday™ | | | Smartly™ | | |

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

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

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

Developing environments where all team members feel seen, heard, and welcome to belong is part of Target's core value of inclusivity and is fundamental to creating an inclusive guest experience.

Throughout the COVID-19 pandemic, we continued to invest in the well-being, health, and safety of our team members with a variety of mental, emotional, and physical wellness resources.

We also enacted dozens of safety, social distancing, and cleaning measures designed to protect our team and guests during the COVID-19 pandemic.

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

| 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 | | |

As previously disclosed in Target's Quarterly Report on Form 10-Q for the quarter ended April 29, 2023, on March 29, 2023, Target Corporation and certain of its officers were named as defendants in a purported federal securities law class action filed in the United States District Court for the District of Minnesota.

The plaintiff filed an amended complaint on December 15, 2023, which alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 relating to certain prior disclosures of Target about its business model, strategy, and inventory.

The plaintiff seeks to represent a class of shareholders who purchased or otherwise acquired Target common stock between November 17, 2021 and May 17, 2022.

The plaintiff seeks damages and other relief, including attorneys’ fees, based on allegations that the defendants misled investors about Target’s business model, strategy, and inventory and that such conduct affected the value of Target common stock.

Target intends to vigorously defend this lawsuit.

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

For the fiscal year ended [removed: January 28, 2023][added: February 3, 2024]

[removed: ][added: ]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of July [removed: 29, 2022,] [added: 28, 2023,] was [removed: $75,322,105,637] [added: $62,198,134,569] based on the closing price of [removed: $163.38] [added: $135.00] per share of common stock as reported on the New York Stock Exchange.

Total shares of common stock, par value $0.0833, outstanding as of March [removed: 2, 2023,] [added: 6, 2024,] were [removed: 460,363,991.][added: 461,690,206.]

Portions of Target's Proxy Statement for the Annual Meeting of Shareholders to be held on June [removed: 14, 2023,] [added: 12, 2024,] are incorporated into Part III.

| | | | [Table of [removed: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] [added: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] | | |

| | | | [Index to Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] [added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] | | |

| [Item [removed: 1](#if1e8c8dd4b04440880a7ed27a0542767_13)] [added: 1](#ieb873e21dfe94b319c64aa7f36ac8461_13)] | | | | | | [removed: [Business](#if1e8c8dd4b04440880a7ed27a0542767_13)] [added: [Business](#ieb873e21dfe94b319c64aa7f36ac8461_13)] | | | [removed: [2](#if1e8c8dd4b04440880a7ed27a0542767_13)] [added: [2](#ieb873e21dfe94b319c64aa7f36ac8461_13)] | | |

| [Item [removed: 1A](#if1e8c8dd4b04440880a7ed27a0542767_28)] [added: 1A](#ieb873e21dfe94b319c64aa7f36ac8461_16)] | | | | | | [Risk [removed: Factors](#if1e8c8dd4b04440880a7ed27a0542767_28)] [added: Factors](#ieb873e21dfe94b319c64aa7f36ac8461_16)] | | | [removed: [7](#if1e8c8dd4b04440880a7ed27a0542767_28)] [added: [8](#ieb873e21dfe94b319c64aa7f36ac8461_16)] | | |

| [Item [removed: 1B](#if1e8c8dd4b04440880a7ed27a0542767_31)] [added: 1B](#ieb873e21dfe94b319c64aa7f36ac8461_19)] | | | | | | [Unresolved Staff [removed: Comments](#if1e8c8dd4b04440880a7ed27a0542767_31)] [added: Comments](#ieb873e21dfe94b319c64aa7f36ac8461_19)] | | | [removed: [14](#if1e8c8dd4b04440880a7ed27a0542767_31)] [added: [15](#ieb873e21dfe94b319c64aa7f36ac8461_19)] | | |

| [Item [removed: 2](#if1e8c8dd4b04440880a7ed27a0542767_34)] [added: 2](#ieb873e21dfe94b319c64aa7f36ac8461_22)] | | | | | | [removed: [Properties](#if1e8c8dd4b04440880a7ed27a0542767_34)] [added: [Properties](#ieb873e21dfe94b319c64aa7f36ac8461_22)] | | | [removed: [15](#if1e8c8dd4b04440880a7ed27a0542767_34)] [added: [18](#ieb873e21dfe94b319c64aa7f36ac8461_22)] | | |

| [Item [removed: 3](#if1e8c8dd4b04440880a7ed27a0542767_37)] [added: 3](#ieb873e21dfe94b319c64aa7f36ac8461_25)] | | | | | | [Legal [removed: Proceedings](#if1e8c8dd4b04440880a7ed27a0542767_37)] [added: Proceedings](#ieb873e21dfe94b319c64aa7f36ac8461_25)] | | | [removed: [16](#if1e8c8dd4b04440880a7ed27a0542767_37)] [added: [19](#ieb873e21dfe94b319c64aa7f36ac8461_25)] | | |

| [Item [removed: 4](#if1e8c8dd4b04440880a7ed27a0542767_40)] [added: 4](#ieb873e21dfe94b319c64aa7f36ac8461_28)] | | | | | | [Mine Safety [removed: Disclosures](#if1e8c8dd4b04440880a7ed27a0542767_40)] [added: Disclosures](#ieb873e21dfe94b319c64aa7f36ac8461_28)] | | | [removed: [16](#if1e8c8dd4b04440880a7ed27a0542767_40)] [added: [19](#ieb873e21dfe94b319c64aa7f36ac8461_28)] | | |

| [Item [removed: 5](#if1e8c8dd4b04440880a7ed27a0542767_49)] [added: 5](#ieb873e21dfe94b319c64aa7f36ac8461_37)] | | | | | | [Market [removed: for](#if1e8c8dd4b04440880a7ed27a0542767_49) [the](#if1e8c8dd4b04440880a7ed27a0542767_49)] [added: for](#ieb873e21dfe94b319c64aa7f36ac8461_37) [the](#ieb873e21dfe94b319c64aa7f36ac8461_37)] [Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if1e8c8dd4b04440880a7ed27a0542767_49)] [added: Securities](#ieb873e21dfe94b319c64aa7f36ac8461_37)] | | | [removed: [17](#if1e8c8dd4b04440880a7ed27a0542767_49)] [added: [20](#ieb873e21dfe94b319c64aa7f36ac8461_37)] | | |

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| [Item [removed: 16](#if1e8c8dd4b04440880a7ed27a0542767_250)] [added: 16](#ieb873e21dfe94b319c64aa7f36ac8461_265)] | | | | | | [Form 10-K [removed: Summary](#if1e8c8dd4b04440880a7ed27a0542767_250)] [added: Summary](#ieb873e21dfe94b319c64aa7f36ac8461_265)] | | | [removed: [67](#if1e8c8dd4b04440880a7ed27a0542767_250)] [added: [71](#ieb873e21dfe94b319c64aa7f36ac8461_265)] | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | 1 | | |

| | | | BUSINESS | | | [Table of [removed: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] [added: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] [added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] | | |

| [PART I](#ieb873e21dfe94b319c64aa7f36ac8461_10) | | | | | | | | | | | |

| [Item 1C](#ieb873e21dfe94b319c64aa7f36ac8461_2377) | | | | | | [Cybersecurity](#ieb873e21dfe94b319c64aa7f36ac8461_2377) | | | [15](#ieb873e21dfe94b319c64aa7f36ac8461_2377) | | |

| [PART II](#ieb873e21dfe94b319c64aa7f36ac8461_34) | | | | | | | | | | | |

| [PART III](#ieb873e21dfe94b319c64aa7f36ac8461_238) | | | | | | | | | | | |

| [PART IV](#ieb873e21dfe94b319c64aa7f36ac8461_256) | | | | | | | | | | | |

| [SIGNATURES](#ieb873e21dfe94b319c64aa7f36ac8461_268) | | | | | | | | | [72](#ieb873e21dfe94b319c64aa7f36ac8461_268) | | |

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

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

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

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

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

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

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

| TARGET CORPORATION | | |  | | | 2022 Form 10-K | | | 14 | | |

| | | | | | | | | |

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

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

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

Set forth below is information regarding our cybersecurity risk management, strategy, and governance, along with a related description of our information security and data privacy practices.

Securing company systems, business information, and personal information of our guests, team members, vendors, and other third parties is important to us.

We have systems in place to:

- safely receive, protect, and store that information;

- collect, use, and share that information appropriately; and

- detect, contain, and respond to information security, cybersecurity, and data privacy incidents.

While everyone at Target plays a part in information security, cybersecurity, and data privacy, oversight responsibility is shared by our Board of Directors, its committees, and management.

| | | | | | |

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

| Responsible party | | | Oversight of information security, cybersecurity, and data privacy | | |

| Board of Directors | | | Oversight of these topics within Target’s overall risks | | |

| Audit & Risk Committee | | | Primary oversight responsibility for information security, cybersecurity, and data privacy, including internal controls designed to identify, assess, and manage risks related to these topics | | |

| Management | | | Our Chief Information Officer, Chief Information Security Officer, Chief Legal & Compliance Officer, Chief Corporate Affairs Officer, and other senior members of our cybersecurity, risk, and compliance and ethics teams are responsible for identifying, assessing, and managing risks related to these topics, and reporting to the Audit & Risk Committee and/or the full Board of Directors | | |

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

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

| TARGET CORPORATION | | |  | | | 2023 Form 10-K | | | 15 | | |

| | | | | | | | | |

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

| | | | CYBERSECURITY | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

Our program and practices regarding information security, cybersecurity, and data privacy include the following:

- Audit & Risk Committee and Board of Directors updates. To inform and educate the Audit & Risk Committee in its primary oversight responsibility for information security, cybersecurity, and data privacy, management provides updates on these topics.

For example, the Chief Information Security Officer addresses information security risks and controls, cyber threats, and other program updates, and senior members of the risk team provide enterprise risk management program updates.

In addition, the Board of Directors receives updates from management regarding Target’s overall risks, which include risks related to these topics.

- Integration into enterprise risk management program. By aligning the identification, assessment, and management of risks related to information security, cybersecurity, and data privacy with our overall approach to risk oversight by the Board of Directors, its committees, and management, we have integrated these practices into our enterprise risk management program.

- Management expertise. Our Chief Information Officer leads the strategic direction and management of Target’s enterprise technology systems.

He is responsible for Target’s technology roadmap and oversees Target’s global product engineering, infrastructure, cybersecurity, data sciences, and architecture teams.

He has held a variety of leadership roles across the company and has developed significant knowledge and skills regarding enterprise technology systems, including cybersecurity.

Our Chief Information Security Officer has a strong background in technology, information security, cybersecurity, risk management, audit, and compliance and held executive roles in information security prior to joining Target.

He continues to develop his expertise in these areas and contributes to the broader cybersecurity community by serving in several board and advisory roles and promoting collaboration, best practice sharing, and talent development.

Our Chief Legal & Compliance Officer and Chief Corporate Affairs Officer have extensive experience, and have developed critical knowledge and skills, in the areas of risk oversight and compliance, including as such areas relate to cybersecurity.

- Systems and processes. We use a combination of industry-leading tools and in-house technologies to protect Target and our guests, operate a proactive threat intelligence program to identify and assess risks, including from threats associated with our use of third-party service providers, and we run a cyber fusion center to investigate and respond to threats.

Our program is based on recognized industry security standards and control frameworks, which we seek to validate through internal and independent assessments.

Our cybersecurity team regularly tests our controls through penetration testing, vulnerability scanning, and attack simulation.

In addition, we have an incident response program to address potential security and privacy incidents.

As part of this incident response program, members of management are informed about and monitor the prevention, detection, mitigation, and remediation of potential security and privacy incidents.

The program uses a coordinated escalation model to provide information to, and engage with, relevant members of management and the Board of Directors, as needed, throughout the incident response process.

- Understanding evolving threats in the industry and with our suppliers. Our cybersecurity and data privacy teams work to understand evolving threats, developing issues, and industry trends, and our vendor teams monitor and assess risks with our suppliers.

- Collaboration with organizations across different industries. We share threat intelligence and collaborate with organizations across different industries to share best practices, fight cybercrime, enhance privacy, discuss new technologies, better understand the evolving regulatory environment, and advance capabilities in these areas.

- Investment, training, and development of our cybersecurity and data privacy teams. We invest in building and developing cybersecurity talent and engineering expertise in-house rather than relying solely on third-party providers.

| Stores as of [removed: January 28, 2023] [added: February 3, 2024] | | | Stores | | | Retail Square Feet (in thousands) | | | | | | Stores as of [removed: January 28, 2023] [added: February 3, 2024] | | | Stores | | | Retail Square Feet (in thousands) | | |

| Alabama | | | [removed: 22] [added: 23] | | | [removed: 3,132] [added: 3,153] | | | | | | Montana | | | 7 | | | 777 | | |

| Alaska | | | 3 | | | 504 | | | | | | Nebraska | | | 14 | | | [removed: 2,005] [added: 2,015] | | |

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

| Delaware | | | 4 | | | 551 | | | | | | North Carolina | | | [removed: 52] [added: 53] | | | [removed: 6,653] [added: 6,773] | | |

| District of Columbia | | | 5 | | | 342 | | | | | | North Dakota | | | 4 | | | [removed: 554] [added: 594] | | |

| Georgia | | | 51 | | | [removed: 6,826] [added: 6,827] | | | | | | Oklahoma | | | 15 | | | 2,167 | | |

| Idaho | | | 7 | | | 725 | | | | | | Pennsylvania | | | [removed: 78] [added: 77] | | | [removed: 9,260] [added: 9,241] | | |

| Illinois | | | [removed: 100] [added: 101] | | | [removed: 12,171] [added: 12,283] | | | | | | Rhode Island | | | 4 | | | 517 | | |

| Kentucky | | | 14 | | | 1,575 | | | | | | Texas | | | [removed: 154] [added: 156] | | | [removed: 21,176] [added: 21,448] | | |

| Louisiana | | | 16 | | | 2,195 | | | | | | Utah | | | [removed: 15] [added: 16] | | | [removed: 1,981] [added: 2,080] | | |

| Michigan | | | 54 | | | 6,300 | | | | | | West Virginia | | | [removed: 6] [added: 7] | | | [removed: 755] [added: 851] | | |

| Minnesota | | | [removed: 73] [added: 72] | | | [removed: 10,332] [added: 10,310] | | | | | | Wisconsin | | | 38 | | | 4,614 | | |

| Stores and Supply Chain Facilities as of [removed: January 28, 2023] [added: February 3, 2024] | | | Stores | | | Supply Chain Facilities *(a)* | | |

| Owned buildings on leased land | | | [removed: 157] [added: 160] | | | — | | |

*(a)*Supply Chain Facilities includes distribution [removed: centers and] [added: centers,] sortation [removed: centers] [added: centers, and other facilities] with a total of [removed: 59.2] [added: 61.5] million square feet.

For additional information on our properties, see the [Capital [removed: Expenditures](#if1e8c8dd4b04440880a7ed27a0542767_82)] [added: Expenditures](#ieb873e21dfe94b319c64aa7f36ac8461_94)] section in MD&A and [Notes [removed: 11](#if1e8c8dd4b04440880a7ed27a0542767_163)] [added: 11](#ieb873e21dfe94b319c64aa7f36ac8461_181)] and [removed: [17](#if1e8c8dd4b04440880a7ed27a0542767_184)] [added: [18](#ieb873e21dfe94b319c64aa7f36ac8461_202)] to the Consolidated Financial Statements.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | [removed: 15] [added: 18] | | |

| | | | LEGAL PROCEEDINGS & MINE SAFETY DISCLOSURES | | | [Table of [removed: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] [added: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] [added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] | | |

| California | | | 316 | | | 37,482 | | | | | | New Jersey | | | 51 | | | 6,333 | | |

| Connecticut | | | 21 | | | 2,745 | | | | | | New York | | | 104 | | | 11,061 | | |

| Florida | | | 128 | | | 17,329 | | | | | | Ohio | | | 65 | | | 7,865 | | |

| Hawaii | | | 9 | | | 1,367 | | | | | | Oregon | | | 19 | | | 2,240 | | |

| Maryland | | | 40 | | | 5,055 | | | | | | Virginia | | | 60 | | | 7,763 | | |

| Massachusetts | | | 50 | | | 5,559 | | | | | | Washington | | | 38 | | | 4,376 | | |

| | | | | | | | | | | | | Total | | | 1,956 | | | 245,939 | | |

| Owned | | | 1,532 | | | 38 | | |

| Leased | | | 264 | | | 20 | | |

| Total | | | 1,956 | | | 58 | | |

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

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

| Florida | | | 127 | | | 17,225 | | | | | | Ohio | | | 65 | | | 7,863 | | |

| Hawaii | | | 8 | | | 1,234 | | | | | | Oregon | | | 22 | | | 2,353 | | |

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

| Massachusetts | | | 50 | | | 5,546 | | | | | | Washington | | | 40 | | | 4,424 | | |

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

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

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

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

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | [removed: 16] [added: 19] | | |

| | | | OTHER INFORMATION | | | [Table of [removed: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] [added: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] [added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] | | |

As of March [removed: 2, 2023,] [added: 6, 2024,] there were [removed: 13,187] [added: 12,716] shareholders of record.

Dividends declared per share for [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] are disclosed in our [Consolidated Statements of Shareholders' [removed: Investment](#if1e8c8dd4b04440880a7ed27a0542767_121).][added: Investment](#ieb873e21dfe94b319c64aa7f36ac8461_142).]

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

As of [removed: January 28, 2023,] [added: February 3, 2024,] the dollar value of shares that may yet be purchased under the program is $9.7 billion.

There were no Target common stock purchases made during the three months ended [removed: January 28, 2023] [added: February 3, 2024] 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: 2022] [added: 2023] Form 10-K | | | [removed: 17] [added: 20] | | |

| | | | OTHER INFORMATION | | | [Table of [removed: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] [added: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] [added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] | | |

[removed: ][added: ]

| | | | February [removed: 3, 2018 | | | February] 2, 2019 | | | February 1, 2020 | | | January 30, 2021 | | | January 29, 2022 | | | January 28, 2023 | | | [added: February 3, 2024 | | |]

The graph above compares the cumulative total shareholder return on our common stock for the last five fiscal years with (i) the cumulative total return on the S&P 500 Index and (ii) the [added: previous] peer group consisting of 19 online, general merchandise, department stores, food, and specialty retailers (Albertsons Companies, Inc., Amazon.com, Inc., Best Buy Co., Inc., Costco Wholesale Corporation, CVS Health Corporation, Dollar General Corporation, Dollar Tree, Inc., The Gap, Inc., The Home Depot, Inc., Kohl's Corporation, The Kroger Co., Lowe's Companies, Inc., Macy's, Inc., Nordstrom, Inc., Rite Aid Corporation, Ross Stores, Inc., The TJX Companies, Inc., Walgreens Boots Alliance, Inc., and Walmart Inc.) [removed: (Peer] [added: (Previous Peer Group), and (iii) the new peer group consisting of the companies in the Previous Peer Group, plus BJ's Wholesale Club Holdings, Inc. (Current Peer] Group).

The [added: Current] Peer Group is consistent with the retail peer group described in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June [removed: 14, 2023,] [added: 12, 2024,] 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 February [removed: 3, 2018,] [added: 2, 2019,] and reinvestment of all dividends.

| Target | | | $ | 100.00 | | $ | 160.56 | | $ | 267.98 | | $ | 326.39 | | $ | 258.02 | | $ | 229.98 | |

| S&P 500 Index | | | 100.00 | | | 121.56 | | | 142.53 | | | 172.46 | | | 161.03 | | | 199.42 | | |

| Current Peer Group | | | 100.00 | | | 121.09 | | | 168.10 | | | 176.18 | | | 149.86 | | | 204.49 | | |

| Previous Peer Group | | | 100.00 | | | 121.17 | | | 168.11 | | | 176.09 | | | 149.62 | | | 204.41 | | |

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

| 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 | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | [removed: 18] [added: 21] | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of [removed: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] [added: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] | | |

| | | | EXECUTIVE OVERVIEW & FINANCIAL SUMMARY | | | [Index to Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] [added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] | | |

| [removed: Reports] [added: [Reports] of Independent Registered Public Accounting [removed: Firm] [added: Firm](#ieb873e21dfe94b319c64aa7f36ac8461_127)] | | | | | | | | | [removed: [34](#if1e8c8dd4b04440880a7ed27a0542767_106)] [added: [37](#ieb873e21dfe94b319c64aa7f36ac8461_127)] | | |

| [Consolidated Statements of [removed: Operations](#if1e8c8dd4b04440880a7ed27a0542767_109)] [added: Operations](#ieb873e21dfe94b319c64aa7f36ac8461_130)] | | | | | | | | | [removed: [37](#if1e8c8dd4b04440880a7ed27a0542767_109)] [added: [40](#ieb873e21dfe94b319c64aa7f36ac8461_130)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#if1e8c8dd4b04440880a7ed27a0542767_112)] [added: Income](#ieb873e21dfe94b319c64aa7f36ac8461_133)] | | | | | | | | | [removed: [38](#if1e8c8dd4b04440880a7ed27a0542767_112)] [added: [41](#ieb873e21dfe94b319c64aa7f36ac8461_133)] | | |

| [Consolidated Statements of Financial [removed: Position](#if1e8c8dd4b04440880a7ed27a0542767_115)] [added: Position](#ieb873e21dfe94b319c64aa7f36ac8461_136)] | | | | | | | | | [removed: [39](#if1e8c8dd4b04440880a7ed27a0542767_115)] [added: [42](#ieb873e21dfe94b319c64aa7f36ac8461_136)] | | |

| [Consolidated Statements of Cash [removed: Flows](#if1e8c8dd4b04440880a7ed27a0542767_118)] [added: Flows](#ieb873e21dfe94b319c64aa7f36ac8461_139)] | | | | | | | | | [removed: [40](#if1e8c8dd4b04440880a7ed27a0542767_118)] [added: [43](#ieb873e21dfe94b319c64aa7f36ac8461_139)] | | |

| [Consolidated Statements of Shareholders' [removed: Investment](#if1e8c8dd4b04440880a7ed27a0542767_121)] [added: Investment](#ieb873e21dfe94b319c64aa7f36ac8461_142)] | | | | | | | | | [removed: [41](#if1e8c8dd4b04440880a7ed27a0542767_121)] [added: [44](#ieb873e21dfe94b319c64aa7f36ac8461_142)] | | |

| [Notes to Consolidated Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_124)] [added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_145)] | | | | | | | | | [removed: [42](#if1e8c8dd4b04440880a7ed27a0542767_124)] [added: [45](#ieb873e21dfe94b319c64aa7f36ac8461_145)] | | |

| [Note [removed: 1](#if1e8c8dd4b04440880a7ed27a0542767_127)] [added: 1](#ieb873e21dfe94b319c64aa7f36ac8461_148)] | | | | | | [Summary of Accounting [removed: Policies](#if1e8c8dd4b04440880a7ed27a0542767_127)] [added: Policies](#ieb873e21dfe94b319c64aa7f36ac8461_148)] | | | [removed: [42](#if1e8c8dd4b04440880a7ed27a0542767_127)] [added: [45](#ieb873e21dfe94b319c64aa7f36ac8461_148)] | | |

| [Note [removed: 2](#if1e8c8dd4b04440880a7ed27a0542767_133)] [added: 2](#ieb873e21dfe94b319c64aa7f36ac8461_154)] | | | | | | [Dermstore [removed: Sale](#if1e8c8dd4b04440880a7ed27a0542767_133)] [added: Sale](#ieb873e21dfe94b319c64aa7f36ac8461_154)] | | | [removed: [42](#if1e8c8dd4b04440880a7ed27a0542767_133)] [added: [45](#ieb873e21dfe94b319c64aa7f36ac8461_154)] | | |

| [Note [removed: 4](#if1e8c8dd4b04440880a7ed27a0542767_142)] [added: 4](#ieb873e21dfe94b319c64aa7f36ac8461_160)] | | | | | | [Cost of Sales and Selling, General and Administrative [removed: Expenses](#if1e8c8dd4b04440880a7ed27a0542767_142)] [added: Expenses](#ieb873e21dfe94b319c64aa7f36ac8461_160)] | | | [removed: [44](#if1e8c8dd4b04440880a7ed27a0542767_142)] [added: [47](#ieb873e21dfe94b319c64aa7f36ac8461_160)] | | |

| [Note [removed: 5](#if1e8c8dd4b04440880a7ed27a0542767_145)] [added: 5](#ieb873e21dfe94b319c64aa7f36ac8461_163)] | | | | | | [Consideration Received from [removed: Vendors](#if1e8c8dd4b04440880a7ed27a0542767_145)] [added: Vendors](#ieb873e21dfe94b319c64aa7f36ac8461_163)] | | | [removed: [45](#if1e8c8dd4b04440880a7ed27a0542767_145)] [added: [48](#ieb873e21dfe94b319c64aa7f36ac8461_163)] | | |

| [Note [removed: 6](#if1e8c8dd4b04440880a7ed27a0542767_148)] [added: 6](#ieb873e21dfe94b319c64aa7f36ac8461_166)] | | | | | | [Advertising [removed: Costs](#if1e8c8dd4b04440880a7ed27a0542767_148)] [added: Costs](#ieb873e21dfe94b319c64aa7f36ac8461_166)] | | | [removed: [45](#if1e8c8dd4b04440880a7ed27a0542767_148)] [added: [48](#ieb873e21dfe94b319c64aa7f36ac8461_166)] | | |

| [Note [removed: 7](#if1e8c8dd4b04440880a7ed27a0542767_151)] [added: 7](#ieb873e21dfe94b319c64aa7f36ac8461_169)] | | | | | | [Fair Value [removed: Measurements](#if1e8c8dd4b04440880a7ed27a0542767_151)] [added: Measurements](#ieb873e21dfe94b319c64aa7f36ac8461_169)] | | | [removed: [45](#if1e8c8dd4b04440880a7ed27a0542767_151)] [added: [48](#ieb873e21dfe94b319c64aa7f36ac8461_169)] | | |

| [Note [removed: 8](#if1e8c8dd4b04440880a7ed27a0542767_154)] [added: 8](#ieb873e21dfe94b319c64aa7f36ac8461_172)] | | | | | | [Cash and Cash [removed: Equivalents](#if1e8c8dd4b04440880a7ed27a0542767_154)] [added: Equivalents](#ieb873e21dfe94b319c64aa7f36ac8461_172)] | | | [removed: [46](#if1e8c8dd4b04440880a7ed27a0542767_154)] [added: [49](#ieb873e21dfe94b319c64aa7f36ac8461_172)] | | |

| [Note [removed: 10](#if1e8c8dd4b04440880a7ed27a0542767_160)] [added: 10](#ieb873e21dfe94b319c64aa7f36ac8461_178)] | | | | | | [Other Current [removed: Assets](#if1e8c8dd4b04440880a7ed27a0542767_160)] [added: Assets](#ieb873e21dfe94b319c64aa7f36ac8461_178)] | | | [removed: [46](#if1e8c8dd4b04440880a7ed27a0542767_160)] [added: [50](#ieb873e21dfe94b319c64aa7f36ac8461_178)] | | |

| [Note [removed: 11](#if1e8c8dd4b04440880a7ed27a0542767_163)] [added: 11](#ieb873e21dfe94b319c64aa7f36ac8461_181)] | | | | | | [Property and [removed: Equipment](#if1e8c8dd4b04440880a7ed27a0542767_163)] [added: Equipment](#ieb873e21dfe94b319c64aa7f36ac8461_181)] | | | [removed: [47](#if1e8c8dd4b04440880a7ed27a0542767_163)] [added: [50](#ieb873e21dfe94b319c64aa7f36ac8461_181)] | | |

| [Note [removed: 12](#if1e8c8dd4b04440880a7ed27a0542767_169)] [added: 12](#ieb873e21dfe94b319c64aa7f36ac8461_187)] | | | | | | [Other Noncurrent [removed: Assets](#if1e8c8dd4b04440880a7ed27a0542767_169)] [added: Assets](#ieb873e21dfe94b319c64aa7f36ac8461_187)] | | | [removed: [47](#if1e8c8dd4b04440880a7ed27a0542767_169)] [added: [50](#ieb873e21dfe94b319c64aa7f36ac8461_187)] | | |

| [Note [removed: 13](#if1e8c8dd4b04440880a7ed27a0542767_172)] [added: 14](#ieb873e21dfe94b319c64aa7f36ac8461_190)] | | | | | | [Accrued and Other Current [removed: Liabilities](#if1e8c8dd4b04440880a7ed27a0542767_172)] [added: Liabilities](#ieb873e21dfe94b319c64aa7f36ac8461_190)] | | | [removed: [48](#if1e8c8dd4b04440880a7ed27a0542767_172)] [added: [51](#ieb873e21dfe94b319c64aa7f36ac8461_190)] | | |

| [Note [removed: 14](#if1e8c8dd4b04440880a7ed27a0542767_175)] [added: 15](#ieb873e21dfe94b319c64aa7f36ac8461_193)] | | | | | | [Commitments and [removed: Contingencies](#if1e8c8dd4b04440880a7ed27a0542767_175)] [added: Contingencies](#ieb873e21dfe94b319c64aa7f36ac8461_193)] | | | [removed: [48](#if1e8c8dd4b04440880a7ed27a0542767_175)] [added: [51](#ieb873e21dfe94b319c64aa7f36ac8461_193)] | | |

| [Note [removed: 15](#if1e8c8dd4b04440880a7ed27a0542767_178)] [added: 16](#ieb873e21dfe94b319c64aa7f36ac8461_196)] | | | | | | [Commercial Paper and Long-Term [removed: Debt](#if1e8c8dd4b04440880a7ed27a0542767_178)] [added: Debt](#ieb873e21dfe94b319c64aa7f36ac8461_196)] | | | [removed: [49](#if1e8c8dd4b04440880a7ed27a0542767_178)] [added: [52](#ieb873e21dfe94b319c64aa7f36ac8461_196)] | | |

| [Note [removed: 16](#if1e8c8dd4b04440880a7ed27a0542767_181)] [added: 17](#ieb873e21dfe94b319c64aa7f36ac8461_199)] | | | | | | [Derivative Financial [removed: Instruments](#if1e8c8dd4b04440880a7ed27a0542767_181)] [added: Instruments](#ieb873e21dfe94b319c64aa7f36ac8461_199)] | | | [removed: [50](#if1e8c8dd4b04440880a7ed27a0542767_181)] [added: [53](#ieb873e21dfe94b319c64aa7f36ac8461_199)] | | |

| [Note [removed: 19](#if1e8c8dd4b04440880a7ed27a0542767_193)] [added: 20](#ieb873e21dfe94b319c64aa7f36ac8461_208)] | | | | | | [Other Noncurrent [removed: Liabilities](#if1e8c8dd4b04440880a7ed27a0542767_193)] [added: Liabilities](#ieb873e21dfe94b319c64aa7f36ac8461_208)] | | | [removed: [55](#if1e8c8dd4b04440880a7ed27a0542767_193)] [added: [58](#ieb873e21dfe94b319c64aa7f36ac8461_208)] | | |

| [Note [removed: 20](#if1e8c8dd4b04440880a7ed27a0542767_196)] [added: 21](#ieb873e21dfe94b319c64aa7f36ac8461_211)] | | | | | | [Share [removed: Repurchase](#if1e8c8dd4b04440880a7ed27a0542767_196)] [added: Repurchase](#ieb873e21dfe94b319c64aa7f36ac8461_211)] | | | [removed: [55](#if1e8c8dd4b04440880a7ed27a0542767_196)] [added: [58](#ieb873e21dfe94b319c64aa7f36ac8461_211)] | | |

| [Note [removed: 21](#if1e8c8dd4b04440880a7ed27a0542767_199)] [added: 22](#ieb873e21dfe94b319c64aa7f36ac8461_214)] | | | | | | [Share-Based [removed: Compensation](#if1e8c8dd4b04440880a7ed27a0542767_199)] [added: Compensation](#ieb873e21dfe94b319c64aa7f36ac8461_214)] | | | [removed: [55](#if1e8c8dd4b04440880a7ed27a0542767_199)] [added: [58](#ieb873e21dfe94b319c64aa7f36ac8461_214)] | | |

| [Note [removed: 22](#if1e8c8dd4b04440880a7ed27a0542767_202)] [added: 23](#ieb873e21dfe94b319c64aa7f36ac8461_217)] | | | | | | [Defined Contribution [removed: Plans](#if1e8c8dd4b04440880a7ed27a0542767_202)] [added: Plans](#ieb873e21dfe94b319c64aa7f36ac8461_217)] | | | [removed: [57](#if1e8c8dd4b04440880a7ed27a0542767_202)] [added: [60](#ieb873e21dfe94b319c64aa7f36ac8461_217)] | | |

| [Note [removed: 23](#if1e8c8dd4b04440880a7ed27a0542767_205)] [added: 24](#ieb873e21dfe94b319c64aa7f36ac8461_220)] | | | | | | [Pension [removed: Plans](#if1e8c8dd4b04440880a7ed27a0542767_205)] [added: Plans](#ieb873e21dfe94b319c64aa7f36ac8461_220)] | | | [removed: [58](#if1e8c8dd4b04440880a7ed27a0542767_205)] [added: [61](#ieb873e21dfe94b319c64aa7f36ac8461_220)] | | |

| [Note [removed: 24](#if1e8c8dd4b04440880a7ed27a0542767_208)] [added: 25](#ieb873e21dfe94b319c64aa7f36ac8461_223)] | | | | | | [Accumulated Other Comprehensive [removed: Income](#if1e8c8dd4b04440880a7ed27a0542767_208)] [added: Loss](#ieb873e21dfe94b319c64aa7f36ac8461_223)] | | | [removed: [62](#if1e8c8dd4b04440880a7ed27a0542767_208)] [added: [65](#ieb873e21dfe94b319c64aa7f36ac8461_223)] | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | [removed: 33] [added: 36] | | |

| | | | FINANCIAL STATEMENTS | | | [Table of [removed: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] [added: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] | | |

| | | | REPORTS | | | [Index to Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] [added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] | | |

| Brian C. Cornell Chair of the Board and Chief Executive Officer March [removed: 8, 2023] [added: 13, 2024] | | | | | | Michael J. Fiddelke Executive Vice President and [added: and] Chief [added: Operating Officer and Chief] Financial Officer | | |

We have audited the accompanying consolidated statements of financial position of Target Corporation (the Corporation) as of [removed: January 28, 2023] [added: February 3, 2024] and January [removed: 29, 2022,] [added: 28, 2023,] the related consolidated statements of operations, comprehensive income, [removed: cash flows and] shareholders' investment [added: and cash flows] for each of the three years in the period ended [removed: January 28, 2023,] [added: February 3, 2024,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Corporation at [removed: January 28, 2023] [added: February 3, 2024] and January [removed: 29, 2022,] [added: 28, 2023,] and the results of its operations and its cash flows for each of the three years in the period ended [removed: January 28, 2023,] [added: February 3, 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Corporation's internal control over financial reporting as of [removed: January 28, 2023,] [added: February 3, 2024,] 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: 8, 2023] [added: 13, 2024] expressed an unqualified opinion thereon.

Critical Audit [removed: Matters][added: Matter]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | [removed: 34] [added: 37] | | |

| *Description of the Matter* | | | At [removed: January 28, 2023,] [added: February 3, 2024,] the Corporation’s vendor income receivable totaled [removed: $526] [added: $513] million. As discussed in Note 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. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Corporation’s vendor income receivable process, including controls over management’s review of the [removed: significant assumptions] [added: inputs] described above. | | |

| [Note 3](#ieb873e21dfe94b319c64aa7f36ac8461_157) | | | | | | [Revenues](#ieb873e21dfe94b319c64aa7f36ac8461_157) | | | [46](#ieb873e21dfe94b319c64aa7f36ac8461_157) | | |

| [Note 9](#ieb873e21dfe94b319c64aa7f36ac8461_175) | | | | | | [Inventory](#ieb873e21dfe94b319c64aa7f36ac8461_175) | | | [49](#ieb873e21dfe94b319c64aa7f36ac8461_175) | | |

| [N](#ieb873e21dfe94b319c64aa7f36ac8461_2392)[ote 13](#ieb873e21dfe94b319c64aa7f36ac8461_2392) | | | | | | [S](#ieb873e21dfe94b319c64aa7f36ac8461_2392)[upplier Finance Programs](#ieb873e21dfe94b319c64aa7f36ac8461_2392) | | | [51](#ieb873e21dfe94b319c64aa7f36ac8461_2392) | | |

| [Note 18](#ieb873e21dfe94b319c64aa7f36ac8461_202) | | | | | | [Leases](#ieb873e21dfe94b319c64aa7f36ac8461_202) | | | [54](#ieb873e21dfe94b319c64aa7f36ac8461_202) | | |

| [Note 19](#ieb873e21dfe94b319c64aa7f36ac8461_205) | | | | | | [Income Taxes](#ieb873e21dfe94b319c64aa7f36ac8461_205) | | | [56](#ieb873e21dfe94b319c64aa7f36ac8461_205) | | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | REPORTS | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

| Auditing the Corporation's calculation of vendor income receivable was especially challenging due to the inputs required in the vendor receivable model, which include, among others, forecasted vendor income collections and the time period over which the collections have been earned. As a result of the high volume of transactions processed by the Corporation and used in estimating these inputs, auditing the vendor income receivable requires extensive audit effort to address the completeness and accuracy of the information used in the receivable model. | | | | | |

March 13, 2024

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | REPORTS | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

| Brian C. Cornell Chair of the Board and Chief Executive Officer March 13, 2024 | | | | | | Michael J. Fiddelke Executive Vice President and Chief Operating Officer and Chief Financial Officer | | |

March 13, 2024

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

Note: 2023 consisted of 53 weeks compared with 52 weeks in 2022 and 2021.

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

Note: 2023 consisted of 53 weeks compared with 52 weeks in 2022 and 2021.

See accompanying [Notes to Consolidated Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_145).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

See accompanying [Notes to Consolidated Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_145).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

| Net earnings | | | $ | 4,138 | | $ | 2,780 | | $ | 6,946 | |

| Repurchase of stock | | | — | | | (2,646) | | | (7,188) | | |

| Shares withheld for taxes on share-based compensation | | | (127) | | | (180) | | | (168) | | |

Note: 2023 consisted of 53 weeks compared with 52 weeks in 2022 and 2021.

See accompanying [Notes to Consolidated Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_145).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

| February 3, 2024 | | | 461.7 | | | $ | 38 | | $ | 6,761 | | $ | 7,093 | | $ | (460) | | $ | 13,432 | |

See accompanying [Notes to Consolidated Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_145).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

Fiscal 2023 ended February 3, 2024, and consisted of 53 weeks.

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | NOTES | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

| Other revenue | | | 1,609 | | | 1,532 | | | 1,394 | | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | NOTES | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

| [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) | | |

| [Note 18](#if1e8c8dd4b04440880a7ed27a0542767_190) | | | | | | [Incomes Taxes](#if1e8c8dd4b04440880a7ed27a0542767_190) | | | [53](#if1e8c8dd4b04440880a7ed27a0542767_190) | | |

| | | | | | | | | |

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

| | | | | | |

| | | | *Valuation of Inventory and related Cost of Sales* | | |

| *Description of the Matter* | | | At January 28, 2023, the Corporation’s inventory was $13,499 million. As described in Note 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. | | |

| Auditing inventory requires extensive audit effort including significant involvement of more experienced audit team members, including the involvement of our information technology (IT) professionals, given the relatively higher level of automation impacting the inventory process including the involvement of multiple information systems used to capture the high volume of transactions processed by the Corporation. Further, the inventory process is supported by a number of automated and IT dependent controls that elevate the importance of the IT general controls that support the underlying information systems utilized to process transactions. | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Corporation’s inventory process, including the underlying IT general controls. For example, we tested automated controls performed by the Corporation’s information systems and controls over the completeness of data transfers between information systems used in performing the Corporation’s RIM calculation. Our audit procedures included, among others, testing the processing scenarios of the automated controls by evaluating configuration settings and performing a transaction walkthrough for each scenario. | | |

| 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 also performed analytical procedures. For example, we performed predictive markdown analytics based on inquiries held with members of the merchant organization to assess the level of price changes within each category. In addition, we tested the existence of inventories by observing physical inventory counts for a sample of stores and distribution centers. | | | | | |

| Auditing the Corporation's vendor income receivable was complex due to the estimation required in measuring the receivable. The estimate was sensitive to significant assumptions, such as forecasted vendor income collections, and estimating the time period over which the collections have been earned, which is primarily based on historical trending and data. | | | | | |

March 8, 2023

Note: Per share amounts may not foot due to rounding.

| Loss on debt extinguishment | | | — | | | — | | | 512 | | |

| Repurchase of stock | | | (2,826) | | | (7,356) | | | (745) | | |

| February 1, 2020 | | | 504.2 | | | $ | 42 | | $ | 6,226 | | $ | 6,433 | | $ | (868) | | $ | 11,833 | |

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

Certain prior-year amounts have been reclassified to conform to the current-year presentation.

| Other | | | 235 | | | 375 | | |

| Due 2022 | | | — | | % | | | | $ | — | | | | | $ | 63 | |

| Due 2023-2027 | | | 2.6 | | | | | | 4,582 | | | | | | 4,578 | | |

| Due 2028-2032 | | | 4.6 | | | | | | 4,297 | | | | | | 2,807 | | |

| Due 2038-2042 | | | 4.0 | | | | | | 1,087 | | | | | | 1,085 | | |

| Due 2048-2052 | | | 3.9 | | | | | | 2,119 | | | | | | 980 | | |

In October 2020, we repurchased $1.77 billion of unsecured fixed rate debt before its maturity at a market value of $2.25 billion.

We recognized a loss on early retirement of $512 million, which was recorded in Net Interest Expense.

In March 2020, we issued unsecured fixed rate debt of $1.5 billion at 2.25 percent that matures in April 2025 and $1.0 billion at 2.65 percent that matures in September 2030.

No balances were outstanding under either facility at any time during 2022, 2021, or 2020.

During 2022, we entered into interest rate swaps with a total notional amount of $950 million.

The agreements have a weighted average remaining maturity of 7.6 years.

For other existing swap agreements, with a total notional amount of $1.5 billion, we pay a floating rate equal to 1-month LIBOR and receive a weighted average fixed rate of 2.6 percent.

During 2022, we were party to forward-starting interest rate swaps to hedge the interest rate exposure of anticipated future debt issuances.

We designated these derivative financial instruments as cash flow hedges.

In September 2022, we terminated forward-starting interest rate swap agreements that hedged $700 million of the $1 billion debt issuance described in [Note 15](#if1e8c8dd4b04440880a7ed27a0542767_178).

| Finance | | | Buildings and Improvements, net of Accumulated Depreciation *(a)* | | | 1,673 | | | 1,652 | | |

| 2023 | | | $ | 386 | | $ | 194 | | $ | 580 | |

| 2024 | | | 379 | | | 175 | | | 554 | | |

| 2025 | | | 362 | | | 174 | | | 536 | | |

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](#if1e8c8dd4b04440880a7ed27a0542767_100).][added: Data](#ieb873e21dfe94b319c64aa7f36ac8461_121).]

On November 22, 2023, Christina Hennington, Target’s Executive Vice President and Chief Growth Officer, adopted a written plan for the sale of Target common stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Ms. Hennington’s written plan covers 11,900 shares of Target common stock in the aggregate.

It provides for the sale of 9,900 shares of Target common stock and also provides for a gift of 2,000 shares of Target common stock.

This written plan is scheduled to expire on November 22, 2024.

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

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

| TARGET CORPORATION | | |  | | | 2023 Form 10-K | | | 65 | | |

| | | | | | | | | |

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

| | | | SUPPLEMENTAL INFORMATION | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

Not applicable.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | [removed: 62] [added: 66] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] [added: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] [added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] | | |

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: 14, 2023] [added: 12, 2024] (our Proxy Statement).

- Questions and answers about the [removed: 2023] [added: 2024] Annual Meeting—Access to information—Question 16

- Questions and answers about the [removed: 2023] [added: 2024] Annual Meeting—Communications—Question 19

See also [Part I, [removed: Item](#if1e8c8dd4b04440880a7ed27a0542767_13) [1](#if1e8c8dd4b04440880a7ed27a0542767_13)[,](#if1e8c8dd4b04440880a7ed27a0542767_13) [Business](#if1e8c8dd4b04440880a7ed27a0542767_13)] [added: Item 1, Business](#ieb873e21dfe94b319c64aa7f36ac8461_13)] of this Form 10-K.

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

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

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | [removed: 63] [added: 67] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] [added: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] [added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] | | |

- [Consolidated Statements of [removed: Operations](#if1e8c8dd4b04440880a7ed27a0542767_109)] [added: Operations](#ieb873e21dfe94b319c64aa7f36ac8461_130)] for the Years Ended [added: February 3, 2024,] January 28, 2023, [removed: January 29, 2022,] and January [removed: 30, 2021][added: 29, 2022]

- [Consolidated Statements of Comprehensive [removed: Income](#if1e8c8dd4b04440880a7ed27a0542767_112)] [added: Income](#ieb873e21dfe94b319c64aa7f36ac8461_133)] for the Years Ended [added: February 3, 2024,] January 28, 2023, [removed: January 29, 2022,] and January [removed: 30, 2021][added: 29, 2022]

- [Consolidated Statements of Financial [removed: Position](#if1e8c8dd4b04440880a7ed27a0542767_115)] [added: Position](#ieb873e21dfe94b319c64aa7f36ac8461_136)] as of [removed: January 28, 2023,] [added: February 3, 2024,] and January [removed: 29, 2022][added: 28, 2023]

- [Consolidated Statements of Cash [removed: Flows](#if1e8c8dd4b04440880a7ed27a0542767_118)] [added: Flows](#ieb873e21dfe94b319c64aa7f36ac8461_139)] for the Years Ended [added: February 3, 2024,] January 28, 2023, [removed: January 29, 2022,] and January [removed: 30, 2021][added: 29, 2022]

- [Consolidated Statements of Shareholders' [removed: Investment](#if1e8c8dd4b04440880a7ed27a0542767_121)] [added: Investment](#ieb873e21dfe94b319c64aa7f36ac8461_142)] for the Years Ended [added: February 3, 2024,] January 28, 2023, [removed: January 29, 2022,] and January [removed: 30, 2021][added: 29, 2022]

- [Notes to Consolidated Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_124)][added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_145)]

- [Report of Independent Registered Public Accounting Firm on Consolidated Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_106)] [added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_127)] (PCAOB ID: 42)

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | [removed: 64] [added: 68] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#if1e8c8dd4b04440880a7ed27a0542767_7)] [added: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#if1e8c8dd4b04440880a7ed27a0542767_100)] [added: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] | | |

| 3.2 | | | | | | [Bylaws of Target Corporation (as [removed: amended](https://www.sec.gov/Archives/edgar/data/27419/000002741923000005/exhibit328-k.htm) [and](https://www.sec.gov/Archives/edgar/data/27419/000002741923000005/exhibit328-k.htm) [restated](https://www.sec.gov/Archives/edgar/data/27419/000002741923000005/exhibit328-k.htm) [through](https://www.sec.gov/Archives/edgar/data/27419/000002741923000005/exhibit328-k.htm) [January] [added: amended and restated through January] 11, [removed: 2023](https://www.sec.gov/Archives/edgar/data/27419/000002741923000005/exhibit328-k.htm)[)] [added: 2023)] (filed as [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/27419/000002741923000005/exhibit328-k.htm) [3.2](https://www.sec.gov/Archives/edgar/data/27419/000002741923000005/exhibit328-k.htm) [to] [added: Exhibit 3.2 to] Target's Current Report on Form 8-K [removed: on](https://www.sec.gov/Archives/edgar/data/27419/000002741923000005/exhibit328-k.htm) [January] [added: on January] 12, [removed: 2023](https://www.sec.gov/Archives/edgar/data/27419/000002741923000005/exhibit328-k.htm) [and] [added: 2023 and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741923000005/exhibit328-k.htm) | | |

| 10.4.1 | | | * | | | [Form of Restricted Stock Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt20230128-exhibit1041.htm)[.](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt20230128-exhibit1041.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1041.htm)[.](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1041.htm)] | | |

| 10.4.2 | | | * | | | [Form of Performance-Based Restricted Stock Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt20230128-exhibit1042.htm)[.](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt20230128-exhibit1042.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1042.htm)[.](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1042.htm)] | | |

| 10.4.3 | | | * | | | [Form of Performance Share Unit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt20230128-exhibit1043.htm)[.](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt20230128-exhibit1043.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1043.htm)[.](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt20240203-exhibit1043.htm)] | | |

| 10.9 | | | * | | | [Target Corporation Officer EDCP [removed: (202](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit109.htm)[3](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit109.htm) [Plan] [added: (2023 Plan] Statement) (as amended and restated [removed: effective](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit109.htm) [January] [added: effective January] 1, [removed: 2023](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit109.htm)[)](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit109.htm)[.](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit109.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit109.htm) [(filed as Exhibit 10.9 to Target's Annual Report on Form 10-K for the year ended January 28, 2023 and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit109.htm)[)](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit109.htm)[.](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit109.htm)] | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | [removed: 65] [added: 69] | | |

| [removed: 10.18] [added: 10.21.4] | | | [removed: *] [added: +] | | | [removed: [Transition] [added: [Letter] Agreement dated [removed: May 4, 2022] [added: March 8, 2023 among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A.] (filed as Exhibit [removed: (10)KK] [added: 10.21.4] to [removed: Target's] [added: Target’s] Quarterly Report on Form 10-Q for the quarter ended [removed: July 30, 2022] [added: April 29, 2023] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741922000027/tgt-20220730xexhibit10kk.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741923000025/tgt-20230429xexhibit10214.htm)] | | |

| 10.19 | | | | | | [Five-Year Credit Agreement dated as of October 18, 2021 among Target Corporation, Bank of America, [removed: N.A. as] [added: N.A.](https://www.sec.gov/Archives/edgar/data/27419/000002741921000034/tgt-20211030xexhibit10dd.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741921000034/tgt-20211030xexhibit10dd.htm) [as] Administrative [removed: Agent and] [added: Agent](https://www.sec.gov/Archives/edgar/data/27419/000002741921000034/tgt-20211030xexhibit10dd.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741921000034/tgt-20211030xexhibit10dd.htm) [and] the Banks listed therein (filed as Exhibit (10)DD to Target's Quarterly Report on Form 10-Q for the quarter ended October 30, 2021 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741921000034/tgt-20211030xexhibit10dd.htm) | | |

| 10.20 | | | ‡ | | | [364-Day Credit Agreement dated as of [removed: October 25, 2022 among] [added: October](https://www.sec.gov/Archives/edgar/data/27419/000002741923000052/tgt-20231028xexhibit1020.htm) [18](https://www.sec.gov/Archives/edgar/data/27419/000002741923000052/tgt-20231028xexhibit1020.htm)[, 202](https://www.sec.gov/Archives/edgar/data/27419/000002741923000052/tgt-20231028xexhibit1020.htm)[3](https://www.sec.gov/Archives/edgar/data/27419/000002741923000052/tgt-20231028xexhibit1020.htm) [among] Target Corporation, the Banks listed therein, the Co-Documentation Agents and Syndication Agent listed therein, and Bank of America, N.A., as Administrative Agent (filed as [removed: Exhibit (10)FF to] [added: Exhibit](https://www.sec.gov/Archives/edgar/data/27419/000002741923000052/tgt-20231028xexhibit1020.htm) [10.20](https://www.sec.gov/Archives/edgar/data/27419/000002741923000052/tgt-20231028xexhibit1020.htm) [to] Target's Quarterly Report on Form 10-Q for the quarter ended October [removed: 29, 2022 and] [added: 2](https://www.sec.gov/Archives/edgar/data/27419/000002741923000052/tgt-20231028xexhibit1020.htm)[8](https://www.sec.gov/Archives/edgar/data/27419/000002741923000052/tgt-20231028xexhibit1020.htm)[, 202](https://www.sec.gov/Archives/edgar/data/27419/000002741923000052/tgt-20231028xexhibit1020.htm)[3](https://www.sec.gov/Archives/edgar/data/27419/000002741923000052/tgt-20231028xexhibit1020.htm) [and] incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741922000037/tgt-20221029xexhibit10ff.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741923000052/tgt-20231028xexhibit1020.htm)] | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2022] [added: 2023] Form 10-K | | | [removed: 66] [added: 70] | | |

| 21.1 | | | | | | [List of [removed: Subsidiaries](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit211.htm)] [added: Subsidiaries](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt-20240203xexhibit211.htm)] | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt20230128-exhibit231.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt-20240203xexhibit231.htm)] | | |

| 24.1 | | | | | | [Powers of [removed: Attorney](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit241.htm)] [added: Attorney](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt-20240203xexhibit241.htm)] | | |

| 31.1 | | | | | | [Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt-20240203xexhibit311.htm)] | | |

| 31.2 | | | | | | [Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt-20240203xexhibit312.htm)] | | |

| 32.1 | | | * | | | [Certification of the Chief Executive Officer Pursuant [removed: to](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit321.htm) [18] [added: to 18] U.S.C. Section [removed: 1350](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit321.htm)[,] [added: 1350,] As [removed: Adopted](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit321.htm) [Pursuant] [added: Adopted Pursuant] to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/27419/000002741923000015/tgt-20230128xexhibit321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/27419/000002741924000032/tgt-20240203xexhibit321.htm)] | | |