TARGET CORP (Form: 10-K, Received: 03/09/2022 16:39:23)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended January 29, 2022

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

For the transition period from ____ to ____

Commission File Number 1-6049

TARGET CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota

(State or other jurisdiction of incorporation or organization)

1000 Nicollet Mall, Minneapolis, Minnesota

(Address of principal executive offices)

41-0215170

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

55403

(Zip Code)

Registrant’s telephone number, including area code: 612/304-6073

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

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0833 per share

TGT

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ☒

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

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

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

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant as of July 30, 2021, was $127,440,308,386 based on the closing price of $261.05 per share of Common Stock as reported on the New York Stock Exchange Composite Index.

Indicate the number of shares outstanding of each of registrant's classes of Common Stock, as of the latest practicable date. Total shares of Common Stock, par value $0.0833, outstanding as of March 3, 2022, were 462,418,075.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Target's Proxy Statement for the Annual Meeting of Shareholders to be held on June 8, 2022, are incorporated into Part III.


			Table of Contents
			Index to Financial Statements

TABLE OF CONTENTS


PART I
Item 1	Business	2
Item 1A	Risk Factors	7
Item 1B	Unresolved Staff Comments	13
Item 2	Properties	14
Item 3	Legal Proceedings	15
Item 4	Mine Safety Disclosures	15
Item 4A	Executive Officers	16
PART II
Item 5	Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 6	Reserved	18
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	32
Item 8	Financial Statements and Supplementary Data	34
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	63
Item 9A	Controls and Procedures	63
Item 9B	Other Information	63
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	64
PART III
Item 10	Directors, Executive Officers and Corporate Governance	65
Item 11	Executive Compensation	65
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	65
Item 13	Certain Relationships and Related Transactions, and Director Independence	65
Item 14	Principal Accountant Fees and Services	65
PART IV
Item 15	Exhibits, Financial Statement Schedules	66
Item 16	Form 10-K Summary	69
SIGNATURES		70


TARGET CORPORATION						2021 Form 10-K			1


			BUSINESS			Table of Contents
						Index to Financial Statements

PART I

Item 1. Business

General

Target Corporation (Target, the Corporation, or the Company) was incorporated in Minnesota in 1902. Our corporate purpose is to help all families discover the joy of everyday life. We offer to our customers, referred to as "guests," everyday essentials and fashionable, differentiated merchandise at discounted prices. We operate as a single segment designed to enable guests to purchase products seamlessly in stores or through our digital channels. Since 1946, we have given 5 percent of our profit to communities.

Strategy

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

•Delivering affordability to our guests;

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

•Investing to create an engaging and differentiated shopping experience;

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

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

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

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


TARGET CORPORATION						2021 Form 10-K			2


			BUSINESS			Table of Contents
						Index to Financial Statements

Sales by Fulfillment Channel

Financial Highlights

For information on key financial highlights, see Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A).

Seasonality

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

Merchandise

We sell a wide assortment of general merchandise and food. The majority of our general merchandise stores offer an edited food assortment, including perishables, dry grocery, dairy, and frozen items. Nearly all of our stores larger than 170,000 square feet offer a full line of food items comparable to traditional supermarkets. Our small format stores, generally smaller than 50,000 square feet, offer curated general merchandise and food assortments. Our digital channels include a wide merchandise assortment, including many items found in our stores, along with a complementary assortment sold by Target and third parties.

Sales by Product Category


TARGET CORPORATION						2021 Form 10-K			3


			BUSINESS			Table of Contents
						Index to Financial Statements

A significant portion of our sales is from national brand merchandise. Approximately one-third of 2021 sales was related to our owned and exclusive brands, including, but not limited, to the following:


Owned Brands
A New Day™	Goodfellow & Co™	Room Essentials™
All in Motion™	Hearth & Hand™ with Magnolia	Shade & Shore™
Archer Farms™	Heyday™	Simply Balanced™
Art Class™	Hyde & EEK! Boutique™	Smartly™
Auden™	JoyLab™	Smith & Hawken™
Ava & Viv™	Kindfull™	Sonia Kashuk™
Boots & Barkley™	Knox Rose™	Spritz™
Brightroom™	Kona Sol™	Stars Above™
Bullseye's Playground™	Made By Design™	Sun Squad™
Casaluna™	Market Pantry™	Threshold™
Cat & Jack™	Mondo Llama™	Universal Thread™
Cloud Island™	More Than Magic™	up & up™
Colsie™	Opalhouse™	Wild Fable™
Embark™	Open Story™	Wondershop™
Everspring™	Original Use™	Xhilaration™
Favorite Day™	Pillowfort™
Good & Gather™	Project 62™

Exclusive Adult Beverage Brands
California Roots™	Mystic Reef™	SunPop™
Headliner™	Photograph™	The Collection™
Jingle & Mingle™	Rosé Bae™	Wine Cube™

We also sell merchandise through periodic exclusive design and creative partnerships, and shop-in-shop experiences, with partners such as Apple, Disney, Levi's, and Ulta Beauty, and generate revenue from in-store amenities such as Target Café, Starbucks, and Target Optical. CVS Pharmacy, Inc. (CVS) operates pharmacies and clinics in our stores under a perpetual operating agreement from which we generate annual occupancy income.

Customer Loyalty Programs

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, Target Credit Card, or Target™ MasterCard® (collectively, RedCards™). We also seek to drive customer loyalty and trip frequency through our Target Circle program, where members earn 1 percent rewards on nearly all non-RedCard purchases, among other benefits.

Distribution

The vast majority of merchandise is distributed to our stores through our network of distribution centers. Common carriers ship merchandise to and from our distribution centers. Vendors or third-party distributors ship certain food items and other merchandise directly to our stores. Merchandise sold through our digital channels is distributed to our guests via common carriers (from stores, distribution centers, vendors, and third-party distributors), delivery via our wholly owned subsidiary, Shipt, Inc. (Shipt), and through guest pick-up at our stores. Our stores fulfill the majority of the digitally originated sales, which allows improved product availability, faster fulfillment times, reduced shipping costs, and allows us to offer guests a suite of same-day fulfillment options such as Order Pickup, Drive Up, and Shipt.


TARGET CORPORATION						2021 Form 10-K			4


			BUSINESS			Table of Contents
						Index to Financial Statements

Human Capital Management

In support of our purpose—to help all families discover the joy of everyday life—we invest in our team, our most important asset, by giving them opportunities to grow professionally, take care of themselves, each other and their families, and to make a difference for our guests and our communities. We are among the largest private employers in the United States (U.S.), and our workforce has varying goals and expectations of their employment relationship, from team members looking to build a career to students, retirees and others who are seeking to supplement their income in an enjoyable atmosphere. We seek to be an employer of choice to attract and retain top talent no matter their objectives in seeking employment. To that end, we strive to foster an engaged, diverse, inclusive, safe, purpose-driven culture where employees, referred to as "team members," have equitable opportunities for success.

As of January 29, 2022, we employed approximately 450,000 full-time, part-time, and seasonal team members. Because of the seasonal nature of the retail business, employment levels peak in the holiday season. We also engage independent contractors, most notably in our Shipt subsidiary.

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

Talent Development and Engagement

We offer a compelling work environment with meaningful experiences and abundant growth and career-development opportunities. This starts with the opportunity to do challenging work and learn on the job and is supplemented by programs and continuous learning that help our team build skills at all levels, including programs focused on specialized skill development, leadership opportunities, coaching, and mentoring. Our talent and succession planning process supports the development of a diverse talent pipeline for leadership and other critical roles. We monitor our team members’ perceptions of these commitments through a number of surveys and take steps to address areas needing improvement.

Diversity, Equity, and Inclusion

We embrace diversity and strive to give our team members equitable access to opportunities. We champion workplace diversity and an inclusive work environment with a focus on attracting, engaging, developing and advancing diverse talent. We monitor the representation of women and racially or ethnically diverse team members at different levels throughout the company and disclose the composition of our team in our annual Workforce Diversity Report (which includes demographic information using the categories disclosed in our EEO-1 report). Developing teams where team members feel heard, respected, and included is a core Target value and is fundamental to creating an inclusive guest experience.

Compensation and Benefits

Our compensation and benefits are designed to support the financial, mental, and physical well-being of our team members and their families. We believe in paying team members equitably, regardless of gender, race or ethnicity, and we regularly review the pay data of U.S. team members to confirm that we are doing so. Our compensation packages include a starting wage of at least $15 per hour for U.S. hourly team members (who comprise the vast majority of our team), a 401(k) plan with matching contributions up to five percent of eligible earnings, paid vacation and holidays, family leave, merchandise and other discounts, disability insurance, life insurance, healthcare and dependent care flexible spending accounts, debt-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. Eligibility for, and the level of, benefits vary depending on team members’ full-time or part-time status, work location, compensation level, and tenure.


TARGET CORPORATION						2021 Form 10-K			5


			BUSINESS & RISK FACTORS			Table of Contents
						Index to Financial Statements

Workplace Health and Safety

We strive to maintain a safe and secure work environment and have specific safety programs. This includes administering a comprehensive occupational injury- and illness-prevention program and training for team members.

Since the start of the COVID-19 pandemic in 2020, we have continued to invest in the well-being, health, and safety of our team members and guests. We extended certain benefits to our team members in light of the COVID-19 pandemic, including bonuses, fully-paid leaves for up to 30 days, free back-up dependent care, and a variety of mental, emotional, and physical wellness resources. We also enacted dozens of safety, social distancing, and cleaning measures designed to protect our team and guests during the COVID-19 pandemic.

Working Capital

Effective inventory management is key to our ongoing success, and we use various techniques including demand forecasting and planning and various forms of replenishment management. We achieve effective inventory management by staying in-stock in core product offerings, maintaining positive vendor relationships, and carefully planning inventory levels for seasonal and apparel items to minimize markdowns.

The Liquidity and Capital Resources section in MD&A provides additional details.

Competition

We compete with traditional and internet retailers, including department stores, off-price general merchandise retailers, wholesale clubs, category-specific retailers, drug stores, supermarkets, direct-to-consumer brands, and other forms of retail commerce. Our ability to positively differentiate ourselves from other retailers and provide compelling value to our guests largely determines our competitive position within the retail industry.

Intellectual Property

Our brand image is a critical element of our business strategy. Our principal trademarks, including Target, our "Expect More. Pay Less." brand promise, and our "Bullseye Design," have been registered with the U.S. Patent and Trademark Office. We also seek to obtain and preserve intellectual property protection for our brands.

Geographic Information

Nearly all of our revenues are generated within the U.S. The vast majority of our property and equipment is located within the U.S.

Available Information

Our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge at investors.target.com as soon as reasonably practicable after we file such material with, or furnish it to, the U.S. Securities and Exchange Commission (SEC). In addition, the SEC maintains a website (http://www.sec.gov) that contains information we electronically file with, or furnish to, the SEC. Our Corporate Governance Guidelines, Code of Ethics, Corporate Responsibility Report, and the charters for the committees of our Board of Directors are also available free of charge in print upon request or at investors.target.com. Information on our website is not part of this or any other report we file with, or furnish to, the SEC.


TARGET CORPORATION						2021 Form 10-K			6


			RISK FACTORS			Table of Contents
						Index to Financial Statements

Item 1A. Risk Factors

Our business is subject to many risks. Set forth below are the material risks we face. Risks are listed in the categories where they primarily apply, but other categories may also apply.

Competitive and Reputational Risks

Our continued success is dependent on positive perceptions of Target which, if eroded, could adversely affect our business and our relationships with our guests and team members.

We believe that one of the reasons our shareholders, guests, team members, and vendors choose Target is the positive reputation we have built over many years for serving those constituencies and the communities in which we operate. To be successful in the future, we must continue to preserve Target's reputation. Our reputation is based in large part on perceptions, both about us and others with whom we do business, and broad access to social media makes it easy for anyone to provide public feedback that can influence perceptions of Target. It may be difficult to control negative publicity, regardless of whether it is accurate. Target’s responses to crises and our position or perceived lack of position on environmental, social, and governance (ESG) matters, such as sustainability, responsible sourcing, and diversity, equity, and inclusion (DE&I), and any perceived lack of transparency about those matters, could harm our reputation. While reputations may take decades to build, negative incidents involving us or others with whom we do business can quickly erode trust and confidence and can result in consumer boycotts, workforce unrest or walkouts, government investigations, or litigation. For example, we have a limited ability to end our relationship with CVS, which leases space to operate their clinics and pharmacies within our stores. If our guests have negative experiences with or unfavorably view CVS or other companies with whom we have relationships, it could cause them to reduce or stop their business with us. Negative reputational incidents could adversely affect our business and results of operations, including through lost sales, loss of new store and development opportunities, or team member retention and recruiting difficulties.

If we are unable to positively differentiate ourselves from other retailers, our results of operations could be adversely affected.

We have been able to compete successfully by differentiating our guests’ shopping experience through a careful combination of price, merchandise assortment, store environment, convenience, guest service, loyalty programs, and marketing efforts. Guest perceptions regarding the cleanliness and safety of our stores, the environmental impact of our business, the functionality, reliability, and speed of our digital channels and fulfillment options, our in-stock levels, the value and exclusivity of our offerings, and our efforts to source merchandise responsibly and ethically are among the factors that affect our ability to compete. In addition, our ability to create a personalized guest experience through the collection and use of accurate and relevant guest data is important to our ability to differentiate from other retailers. No single competitive factor is dominant, and actions by our competitors on any of these factors could adversely affect our sales, gross margins, and expenses.

Our owned and exclusive brand products help differentiate us from other retailers, generally carry higher margins than equivalent national brand products, and represent approximately one-third of our overall sales. If we are unable to successfully develop, support, and evolve our owned and exclusive brands, if one or more of these brands experiences a loss of consumer acceptance or confidence, or if we are unable to successfully protect our intellectual property rights, our sales and gross margins could be adversely affected.

The retail industry's continuing migration to digital channels has affected the ways we differentiate from other retailers. In particular, consumers can quickly and conveniently comparison shop and determine real-time product availability using digital tools, which can lead to decisions based solely on price or the functionality of the digital tools. Consumers may also use third-party channels or devices, such as voice assistants and smart home devices, to initiate shopping searches and place orders, which could sometimes make us dependent on the capabilities and search algorithms of those third parties to reach those consumers. Any difficulties in executing our differentiation efforts or actions by our competitors in response to these efforts could adversely affect our sales, gross margins, and expenses.


TARGET CORPORATION						2021 Form 10-K			7


			RISK FACTORS			Table of Contents
						Index to Financial Statements

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

Our business has evolved from an in-store experience to interacting with guests across multiple channels (in-store, online, mobile, and social media, among others). Our guests are using those channels to shop with us and provide feedback and public commentary about our business. We must anticipate and meet changing guest expectations and counteract developments and investments by our competitors. Our evolving retailing efforts include implementing technology, software, and processes to be able to conveniently and cost-effectively fulfill guest orders directly from any point within our system of stores and distribution centers and our vendors. We also need to collect accurate, relevant, and usable guest data to personalize our offerings. Providing multiple fulfillment options and implementing new technology is complex and may not meet expectations for accurate order fulfillment, faster and guaranteed delivery times, low-cost or free shipping, and desired payment methods. Even when we are successful in meeting fulfillment expectations, if we are unable to offset increased costs of fulfilling orders outside of our traditional in-store channel with efficiencies, cost-savings, or expense reductions, our results of operations could be adversely affected.

If we do not anticipate and respond quickly to changing consumer preferences, our sales and profitability could suffer.

A large part of our business is dependent on our ability to make trend-right decisions and effectively manage our inventory in a broad range of merchandise categories, including apparel, accessories, home décor, electronics, toys, seasonal offerings, food and beverage, and others. If we do not obtain accurate and relevant data on guest preferences, predict and quickly respond to changing consumer preferences, spending patterns, and other lifestyle decisions, emphasize the correct categories, implement competitive and effective pricing and promotion strategies, or personalize our offerings to our guests, we may experience lost sales, spoilage, and increased inventory markdowns, which could adversely affect our results of operations. During the COVID-19 pandemic, many guests significantly reduced their spending on dining, travel, lodging, and other leisure activities outside their homes, which may have contributed to our increased sales, particularly for essential items and merchandise associated with guests spending more time at home. If we are unable to effectively adapt if or when guests increase spending on other categories, it could lead to lower sales and adversely affect our results of operations.

Investments and Infrastructure Risks

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

Our business depends, in part, on our ability to remodel existing stores and build new stores in a manner that achieves appropriate returns on our capital investment. Our store remodel program uses a custom approach based on the characteristics of each store and surrounding neighborhood, and is expected to be a continuous part of our operations to allow us to meet evolving expectations for in-store experience, fulfillment, and other changes in our business over time. When building new stores, we compete with other retailers and businesses for suitable locations for our stores. Pursuing the wrong remodel or new store opportunities and any delays, cost increases, disruptions, or other uncertainties related to those opportunities could adversely affect our results of operations.

We are making, and expect to continue to make, significant investments in technology and replenishment and fulfillment infrastructure to improve guest experiences across multiple channels, improve the speed, accuracy, and cost-efficiency of our supply chain and inventory management systems, and support our current and expected sales levels. The effectiveness of these investments can be less predictable than remodeling stores, and might not provide the anticipated benefits.

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


TARGET CORPORATION						2021 Form 10-K			8


			RISK FACTORS			Table of Contents
						Index to Financial Statements

A significant disruption in our computer systems and our inability to adequately maintain and update those systems could adversely affect our operations and negatively affect our guests.

We rely extensively on computer systems throughout our business. We also rely on continued and unimpeded access to the Internet to use our computer systems. An increase in remote working arrangements by our team members, vendors, and other third parties, which was accelerated by the COVID-19 pandemic, has amplified our already extensive reliance on computer systems and on our continued and unimpeded access to the Internet to use those systems, as well as the risks related to that reliance. Our systems are subject to damage or interruption from power outages, telecommunications failures, computer viruses, malicious attacks, security breaches, catastrophic events, and implementation errors. If our systems are damaged, disrupted, or fail to function properly or reliably, we may incur substantial repair or replacement costs, experience data loss or theft and impediments to our ability to manage inventories or process guest transactions, and encounter lost guest confidence, which could require additional promotional activities to attract guests and otherwise adversely affect our results of operations. We continually invest to maintain and update our computer systems. Implementing significant system changes increases the risk of computer system disruption. The potential problems and interruptions associated with implementing technology initiatives, as well as providing training and support for those initiatives, could disrupt or reduce our operational efficiency, and could negatively impact guest experiences and guest confidence. For example, in the past, we have experienced disruptions in our point-of-sale system that prevented our ability to process debit or credit transactions, negatively impacted some guests’ experiences, and generated negative publicity.

Information Security, Cybersecurity, and Data Privacy Risks

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

We regularly receive and store information about our guests, team members, vendors, and other third parties. We have programs in place to detect, contain, and respond to data security incidents. However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods, we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security, cybersecurity, and data privacy. Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery, or other forms of deceiving our team members, contractors, and vendors.

The increase in remote working arrangements by our team members, vendors, and other third parties also increases the risk of a data security compromise and the possible attack surfaces. Although we conduct training as part of our information security, cybersecurity, and data privacy efforts, that training cannot be completely effective in preventing those attacks from being successful.

Our only significant data security incident was a data breach that occurred in 2013 and went undetected for several weeks. Both we and our vendors have experienced data security incidents since that data breach; however, to date, these other incidents have not been material to our results of operations. Based on the prominence and notoriety of our prior significant data breach, even minor additional data security incidents could draw greater scrutiny. If we, our vendors, or other third parties with whom we do business experience additional significant data security incidents or fail to detect and appropriately respond to significant incidents, we could be exposed to government enforcement actions and private litigation. In addition, our guests could lose confidence in our ability to protect their information, stop using our RedCards or loyalty programs, or stop shopping with us altogether, which could adversely affect our reputation, sales, and results of operations.

The legal and regulatory environment regarding information security, cybersecurity, and data privacy is dynamic, increasingly demanding, and has enhanced requirements for using and treating personal data. Complying with current or contemplated data protection laws and regulations may cause us to incur substantial costs, require changes to our business practices, limit our ability to obtain data used to provide a differentiated guest experience, and expose us to further litigation and regulatory risks, each of which could adversely affect our results of operations.


TARGET CORPORATION						2021 Form 10-K			9


			RISK FACTORS			Table of Contents
						Index to Financial Statements

Supply Chain and Third-Party Risks

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

We are dependent on our vendors, including common carriers, to supply merchandise to our distribution centers, stores, and guests. As we continue to add capabilities to quickly move the appropriate amount of inventory at optimal operational costs through our supply chain, operating our replenishment and fulfillment network becomes more complex and challenging. 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 at times during 2020 and 2021, we could experience merchandise out-of-stocks, delivery delays or increased delivery costs, which could lead to lost sales and decreased guest confidence, and adversely affect our results of operations.

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

Political or financial instability, currency fluctuations, the outbreak of pandemics or other illnesses (such as the COVID-19 pandemic), labor shortages, labor unrest and activism, transport capacity and costs, inflation, port security, weather conditions, natural disasters, armed conflicts, or other events that could alter or suspend our operations, slow or disrupt port activities, or affect foreign trade are beyond our control and could materially disrupt our supply of merchandise, increase our costs, and/or adversely affect our results of operations. There have been periodic closings and ship diversions, labor disputes, and congestion disrupting U.S. ports, including those in California where we receive a significant portion of the products we source from outside the U.S. In addition, some vendors have had difficulty supplying us products in the quantities we seek. The combination of port disruptions, the COVID-19 pandemic, and other events in our supply chain have caused us to make alternative arrangements to continue the flow of inventory, and if these types of events recur, worsen, or occur in other countries through which we source products, it may have a material impact on our costs or inventory supply. Changes in the costs of procuring commodities used in our merchandise or the costs related to our supply chain could adversely affect our results of operations.

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

We rely on third parties to support our business, including portions of our technology infrastructure, development, and support; our digital platforms; our replenishment and fulfillment operations; store and supply chain infrastructure construction and remodel program; credit and debit card transaction processing; extensions of credit for our RedCard program; infrastructure supporting our guest contact centers; aspects of our food offerings; and delivery services. If we are unable to contract with third parties having the specialized skills needed to support those strategies or integrate their products and services with our business, or if they fail to meet our performance standards and expectations, then our reputation and results of operations could be adversely affected.


TARGET CORPORATION						2021 Form 10-K			10


			RISK FACTORS			Table of Contents
						Index to Financial Statements

Legal, Regulatory, Global, and Other External Risks

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

The COVID-19 pandemic continues to evolve, with pockets of resurgence and the emergence of variant strains contributing to continued uncertainty about its duration, severity, and lasting impact. Governments have taken various measures in response to COVID-19, including mandating the closure of certain businesses and encouraging or requiring citizens to avoid large gatherings. In addition, we have incurred significant expenses related to efforts to protect the health and well-being of our guests and team members. Nearly all of our stores, digital channels, and distribution centers have remained open during the COVID-19 pandemic, though at times we have had to temporarily alter other parts of our operations, including adjusting our in-store returns process, suspending physical inventory counts at our stores, metering guest traffic, reducing store hours, and, in some locations, restricting access to “non-essential” sections of our stores due to emergency operating restrictions. Those temporary alterations to our operations have at times adversely affected, and could again in the future, either alone or with any negative guest or team member perceptions about the cleanliness and safety of our stores, adversely affect the guest experience, sales, and our results of operations.

Different COVID-19 vaccines and boosters have been developed and are being distributed. As additional COVID-19 response measures, in certain jurisdictions, we are subject to vaccine mandates that apply to our team members, guests, and/or others who are in our stores and other buildings. We may be subject to similar or additional measures as the COVID-19 pandemic continues. Our implementation of these mandates and any requirements for showing compliance with them, may result in team member dissatisfaction or unrest, attrition of existing team members, difficulty in attracting new team members, inefficiencies related to team member turnover, increased costs related to ongoing compliance, scheduling disruptions, and negative guest perceptions or experiences, which could adversely affect our reputation, sales and results of operations.

The full extent of the impact of the COVID-19 pandemic on our business, financial position, and results of operations will depend on future developments, many of which are outside of our control, including the duration and spread of the COVID-19 pandemic, the emergence of variant strains, the availability, adoption, and effectiveness of the COVID-19 vaccines and COVID-19 testing, and government actions, which are uncertain and cannot be predicted. The fluidity of this situation limits our ability to predict the ultimate impact of COVID-19 on our business, financial condition, and financial performance, which could be material.

Our earnings depend on the state of macroeconomic conditions and consumer confidence in the U.S.

Nearly all of our sales are in the U.S., making our results highly dependent on the health of the U.S. economy and U.S. consumer confidence, which can be affected by a variety of factors, including housing prices, unemployment rates, and inflation. A deterioration in U.S. macroeconomic conditions or consumer confidence, the likelihood of which is made more uncertain by the unknown duration, severity, and lasting impact of the COVID-19 pandemic and recent increases in the inflation rate, could adversely affect our business in many ways, including slowing sales growth, reducing overall sales, and reducing gross margins.

Such a deterioration could adversely affect additional areas of our business, such as asset impairment evaluations and the amount of credit card profit-sharing revenue payments we receive under our credit card program with TD Bank Group (TD), which owns the receivables generated by our proprietary credit cards. We could also receive lower profit-sharing payments if changes in consumer preferences regarding use of revolving credit cards adversely affect the volume of new credit accounts, the amount of credit card program balances, and/or the ability of credit card holders to pay their balances.


TARGET CORPORATION						2021 Form 10-K			11


			RISK FACTORS			Table of Contents
						Index to Financial Statements

Uncharacteristic or significant weather conditions, natural disasters, and other catastrophic events could adversely affect our results of operations.

Uncharacteristic or significant weather conditions, including the impacts of climate change, can affect consumer shopping patterns, particularly in apparel and seasonal items, which could lead to lost sales or greater than expected markdowns and adversely affect our short-term results of operations. In addition, three of our largest states by total sales are California, Texas, and Florida, areas where natural disasters are more prevalent. Natural disasters in those states or in other areas where our sales or operations are concentrated could result in significant physical damage to or closure of one or more of our stores, distribution centers, facilities, or key vendors. In addition, weather conditions, natural disasters, and other catastrophic events, such as the COVID-19 pandemic, in areas where we or our vendors have operations, could adversely affect the availability or cost of certain products within our supply chain, cause delays in the distribution of merchandise from our vendors to our distribution centers, stores, and guests, affect consumer purchasing power, or reduce consumer demand, which could adversely affect our results of operations by increasing our costs and lowering our sales.

We rely on a large, global, and changing workforce of team members, contractors, and temporary staffing. If we do not effectively manage our workforce and the concentration of work in certain global locations, our labor costs and results of operations could be adversely affected.

With over 400,000 team members, our workforce costs represent our largest operating expense, and our business is dependent on our ability to attract, train, and retain the appropriate mix of qualified team members, contractors, and temporary staffing and effectively organize and manage those resources as our business and strategic priorities change. Many team members are in entry-level or part-time positions with historically high turnover rates. Our ability to meet our changing labor needs while controlling our costs is subject to external factors such as labor laws and regulations, unemployment levels, prevailing wage rates, benefit costs, changing demographics, and our reputation and relevance within the labor market. Our ability to meet those labor needs could be further strained by expanded laws, regulations, and mandates adopted in connection with the COVID-19 pandemic. If we are unable to attract and retain a workforce meeting our needs, our operations, guest service levels, support functions, and competitiveness could suffer and our results of operations could be adversely affected. We are periodically subject to labor organizing efforts and activism, which could negatively impact how we are perceived by team members and our overall reputation. If we become subject to one or more collective bargaining agreements in the future, it could adversely affect our labor costs, how we operate our business, and our results of operations. In addition to our United States operations, we have support offices in India and China, and any extended disruption of our operations in our different locations, whether due to labor difficulties or otherwise, could adversely affect our operations and financial results.

Failure to address product safety and sourcing concerns and meet evolving expectations for reporting on ESG matters could adversely affect our sales and results of operations.

If our merchandise offerings do not meet applicable safety standards or Target's or our guests’ expectations regarding safety, supply chain transparency, and responsible sourcing, we could experience lost sales and increased costs and be exposed to legal and reputational risk. All of our vendors must comply with applicable product safety laws, and we are dependent on them to ensure that the products we buy comply with all safety standards. Events that give rise to actual, potential, or perceived product safety concerns, including food or drug contamination and product defects, could expose us to government enforcement action or private litigation and result in costly product recalls and other liabilities. Our sourcing vendors, including any third parties selling through our digital channels, must also meet our expectations across multiple areas of social compliance, including supply chain transparency and responsible sourcing. We have a social compliance audit process that performs audits regularly, but we cannot continuously monitor every vendor, so we are also dependent on our vendors to ensure that the products we buy comply with our standards. If we need to seek alternative sources of supply from vendors with whom we have less familiarity, the risk of our standards not being met may increase. Expectations from shareholders, guests, team members, and other third parties concerning ESG reporting have increased, and our ability to meet those expectations is dependent on a variety of factors, including cooperation from sourcing vendors and other third parties and having access to consistent and reliable data. Negative guest perceptions regarding the safety and sourcing of the products we sell and the sufficiency and transparency of our reporting on ESG matters, and events that give rise to actual, potential, or perceived compliance and social responsibility concerns could hurt our reputation, result in lost sales, cause our guests to seek alternative sources for their needs, and make it difficult and costly for us to regain the confidence of our guests.


TARGET CORPORATION						2021 Form 10-K			12


			RISK FACTORS & UNRESOLVED STAFF COMMENTS			Table of Contents
						Index to Financial Statements

Our failure to comply with applicable laws, or changes in these laws could increase our costs, reduce our margins, and lower our sales.

Our business is subject to a wide array of laws and regulations.

Our expenses could increase and our operations could be adversely affected by law changes or adverse judicial developments involving an employer's obligation to recognize collective bargaining units, minimum wage requirements, advance scheduling notice requirements, health care or other mandates, the classification of exempt and non-exempt employees, and the classification of workers as either employees or independent contractors (particularly as it applies to our Shipt subsidiary, 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). The classification of workers as employees or independent contractors, in particular, is an area that is experiencing legal challenges and legislative changes. If our Shipt subsidiary is required to treat its independent contractor network as employees, it could result in higher compensation and benefit costs.

Changes in the legal or regulatory environment affecting information security, cybersecurity and data privacy, product safety, payment methods and related fees, responsible sourcing, supply chain transparency, environmental protection, waste management, climate change, or other ESG matters, among others, could cause our expenses to increase without an ability to pass through any increased expenses through higher prices. In addition, if we fail to comply with other applicable laws and regulations, including the Foreign Corrupt Practices Act and other anti-bribery laws, we could be subject to reputation and legal risk, including government enforcement action and class action civil litigation, which could adversely affect our results of operations by increasing our costs, reducing our margins, and lowering our sales.

Financial Risks

Increases in our effective income tax rate could adversely affect our business, results of operations, liquidity, and net income.

Several factors influence our effective income tax rate, including tax laws and regulations, the related interpretations, and our ability to sustain our reporting positions on examination. Changes in any of those factors could change our effective tax rate, which could adversely affect our net income. In addition, changes in our operations both in and outside of the U.S. may cause greater volatility in our effective tax rate.

If we are unable to access the capital markets or obtain bank credit, our financial position, liquidity, and results of operations could suffer.

We are dependent on a stable, liquid, and well-functioning financial system to fund our operations and capital investments. Our continued access to financial markets depends on multiple factors including the condition of debt capital markets, our operating performance, and maintaining strong credit ratings. If rating agencies lower our credit ratings, it could adversely affect our ability to access the debt markets, our cost of funds, and other terms for new debt issuances. Each of the credit rating agencies reviews its rating periodically, and there is no guarantee our current credit rating will remain the same. In addition, we use a variety of derivative products to manage our exposure to market risk, principally interest rate fluctuations. Disruptions or turmoil in the financial markets could reduce our ability to fund our operations and capital investments, and lead to losses on derivative positions resulting from counterparty failures, which could adversely affect our financial position and results of operations.

Item 1B. Unresolved Staff Comments

Not applicable.


TARGET CORPORATION						2021 Form 10-K			13


			PROPERTIES			Table of Contents
						Index to Financial Statements

Item 2. Properties


Stores as of January 29, 2022	Stores	Retail Sq. Ft. (in thousands)	Stores as of January 29, 2022	Stores	Retail Sq. Ft. (in thousands)
Alabama	22	3,132	Montana	7	777
Alaska	3	504	Nebraska	14	2,005
Arizona	46	6,081	Nevada	18	2,262
Arkansas	9	1,165	New Hampshire	10	1,236
California	309	37,069	New Jersey	48	6,094
Colorado	45	6,360	New Mexico	10	1,185
Connecticut	21	2,731	New York	95	10,617
Delaware	4	551	North Carolina	52	6,653
District of Columbia	5	342	North Dakota	4	554
Florida	127	17,309	Ohio	64	7,828
Georgia	51	6,826	Oklahoma	15	2,167
Hawaii	8	1,234	Oregon	21	2,303
Idaho	7	725	Pennsylvania	76	9,120
Illinois	100	12,149	Rhode Island	4	517
Indiana	32	4,185	South Carolina	19	2,359
Iowa	21	2,860	South Dakota	5	580
Kansas	17	2,385	Tennessee	30	3,816
Kentucky	14	1,571	Texas	153	21,029
Louisiana	15	2,120	Utah	15	1,981
Maine	5	630	Vermont	1	60
Maryland	40	4,967	Virginia	60	7,755
Massachusetts	50	5,546	Washington	40	4,424
Michigan	54	6,298	West Virginia	6	755
Minnesota	73	10,315	Wisconsin	38	4,611
Mississippi	6	743	Wyoming	2	187
Missouri	35	4,611
			Total	1,926	243,284


Stores and Distribution Centers as of January 29, 2022	Stores	Distribution Centers (a)
Owned	1,528	34
Leased	242	14
Owned buildings on leased land	156	—
Total	1,926	48

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

We own our corporate headquarters buildings located in and around Minneapolis, Minnesota, and we lease and own additional office space elsewhere in Minneapolis and the U.S. We also lease office space in other countries. Our properties are in good condition, well maintained, and suitable to carry on our business.

For additional information on our properties, see the Capital Expenditures section in MD&A and Notes 12 and 18 to the Consolidated Financial Statements.


TARGET CORPORATION						2021 Form 10-K			14


			LEGAL PROCEEDINGS & MINE SAFETY DISCLOSURES			Table of Contents
						Index to Financial Statements

Item 3. Legal Proceedings

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

Item 4. Mine Safety Disclosures

Not applicable.


TARGET CORPORATION						2021 Form 10-K			15


			EXECUTIVE OFFICERS			Table of Contents
						Index to Financial Statements

Item 4A. Executive Officers

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


Name	Title and Business Experience	Age

Katie M. Boylan	Executive Vice President and Chief Communications Officer since February 2021. Senior Vice President and Chief Communications Officer from January 2019 to February 2021. Senior Vice President, Communications from June 2017 to January 2019. Vice President, Communications from December 2015 to June 2017.	45
Brian C. Cornell	Chairman of the Board and Chief Executive Officer since August 2014.	63
Michael J. Fiddelke	Executive Vice President and Chief Financial Officer since November 2019. Senior Vice President, Operations from August 2018 to October 2019. Senior Vice President, Merchandising Capabilities from March 2017 to August 2018. Senior Vice President, Financial Planning & Analysis from July 2015 to March 2017.	45
Rick H. Gomez	Executive Vice President and Chief Food and Beverage Officer since February 2021. Executive Vice President and Chief Marketing, Digital & Strategy Officer from December 2019 to February 2021. Executive Vice President and Chief Marketing & Digital Officer from January 2019 to December 2019. Executive Vice President and Chief Marketing Officer from January 2017 to January 2019.	52
A. Christina Hennington	Executive Vice President and Chief Growth Officer since February 2021. Executive Vice President and Chief Merchandising Officer, Hardlines, Essentials and Capabilities from January 2020 to February 2021. Senior Vice President, Group Merchandise Manager, Essentials, Beauty, Hardlines and Services from January 2019 to January 2020. Senior Vice President, Merchandising Essentials, Beauty and Wellness from April 2017 to January 2019. Senior Vice President, Merchandising Transformation and Operations from August 2015 to April 2017.	47
Melissa K. Kremer	Executive Vice President and Chief Human Resources Officer since January 2019. Senior Vice President, Talent and Organizational Effectiveness from October 2017 to January 2019. Vice President, Human Resources, Merchandising, Strategy & Innovation, from September 2015 to October 2017.	44
Don H. Liu	Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary since October 2017. Executive Vice President, Chief Legal Officer and Corporate Secretary from August 2016 to September 2017.	60
Michael E. McNamara	Executive Vice President and Chief Information Officer since January 2019. Executive Vice President and Chief Information & Digital Officer from September 2016 to January 2019.	57
John J. Mulligan	Executive Vice President and Chief Operating Officer since September 2015.	56
Jill K. Sando	Executive Vice President and Chief Merchandising Officer since February 2021. Executive Vice President and Chief Merchandising Officer, Style and Owned Brands from January 2020 to February 2021. Senior Vice President, Group Merchandise Manager, Apparel & Accessories and Home from January 2019 to January 2020. Senior Vice President, Home from May 2014 to January 2019.	53
Mark J. Schindele	Executive Vice President and Chief Stores Officer since January 2020. Senior Vice President, Target Properties from January 2015 to January 2020.	53
Cara A. Sylvester	Executive Vice President and Chief Marketing & Digital Officer since February 2021. Senior Vice President, Home from March 2019 to February 2021. Vice President, Beauty & Dermstore from June 2017 to March 2019. From March 2014 to June 2017, Ms. Sylvester held different leadership positions in Housewares.	44
Laysha L. Ward	Executive Vice President and Chief External Engagement Officer since January 2017.	54

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


TARGET CORPORATION						2021 Form 10-K			16


			OTHER INFORMATION			Table of Contents
						Index to Financial Statements

PART II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the New York Stock Exchange under the symbol "TGT." We are authorized to issue up to 6,000,000,000 shares of common stock, par value $0.0833, and up to 5,000,000 shares of preferred stock, par value $0.01. As of March 3, 2022, there were 13,454 shareholders of record. Dividends declared per share for 2021, 2020, and 2019, are disclosed in our Consolidated Statements of Shareholders' Investment.

On August 11, 2021, our Board of Directors authorized a $15 billion share repurchase program with no stated expiration. Under the program, we have repurchased 11.3 million shares of common at an average price of $236.76, for a total investment of $2.7 billion. The table below presents information with respect to Target common stock purchases made during the three months ended January 29, 2022, by Target or any "affiliated purchaser" of Target, as defined in Rule 10b-18(a)(3) under the Exchange Act.


Share Repurchase Activity	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Programs
Period
October 31, 2021 through November 27, 2021
Open market and privately negotiated purchases	2,411,568	$	252.02	2,411,568	$	14,023,992,438
November 28, 2021 through January 1, 2022
Open market and privately negotiated purchases	4,871,000	234.03		4,871,000	12,884,021,368
January 2, 2022 through January 29, 2022
Open market and privately negotiated purchases	2,445,937	228.12		2,445,937	12,326,055,745
Total	9,728,505	$	237.00	9,728,505	$	12,326,055,745


TARGET CORPORATION						2021 Form 10-K			17


			OTHER INFORMATION			Table of Contents
						Index to Financial Statements


	Fiscal Years Ended
	January 28, 2017		February 3, 2018		February 2, 2019		February 1, 2020		January 30, 2021		January 29, 2022
Target	$	100.00	$	119.37	$	120.35	$	193.23	$	322.52	$	392.81
S&P 500 Index	100.00		122.83		122.76		149.23		174.97		211.72
Peer Group	100.00		143.88		150.04		181.80		252.23		264.20

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 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.) (Peer Group). The Peer Group is consistent with the retail peer group used for our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June 8, 2022, excluding Publix Super Markets, Inc., which is not quoted on a public stock exchange.

The peer group is weighted by the market capitalization of each component company. The graph assumes the investment of $100 in Target common stock, the S&P 500 Index, and the Peer Group on January 30, 2017, and reinvestment of all dividends.

Item 6. [Reserved]


TARGET CORPORATION						2021 Form 10-K			18


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			EXECUTIVE OVERVIEW & FINANCIAL SUMMARY			Index to Financial Statements

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

We continue to make strategic investments to support our durable operating and financial model that further differentiates Target and is designed to drive sustainable sales and profit growth. During 2021, in support of our enterprise strategy described in Item 1 on page 2 of this Form 10-K, we

•Expanded our digital fulfillment capabilities, including adding permanent storage capacity in more than 200 high-volume stores, adding thousands of new items to the list available for Order Pickup and Drive Up, and doubling the number of Drive Up parking stalls compared with last year. During 2021, over 50 percent of our digital sales were fulfilled by our same-day fulfillment options: Order Pickup, Drive Up, and delivery via Shipt.

•Continued the steady stream of newness across our assortment and continued to introduce new owned brands, including our arts and crafts owned brand, Mondo LlamaTM, our sweet and savory food brand, Favorite DayTM, our pet food brand, KindfullTM, and our first dedicated storage and home organization owned brand, BrightroomTM. For the first time in history, 11 brands delivered $1 billion or more in sales, with 4 brands delivering over $2 billion in sales, driven by strength in Apparel, Home Furnishings & Decor and Food & Beverage.

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

•Remodeled 145 stores.

•Opened 32 new stores, including 28 additional small format stores in key urban markets and on college campuses.

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

Financial Summary

2021 included the following notable items:

•GAAP diluted earnings per share were $14.10.

•Adjusted diluted earnings per share were $13.56.

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

•Comparable sales increased 12.7 percent, driven by a 12.3 percent increase in traffic.

◦Comparable store originated sales grew 11.0 percent.

◦Comparable digitally originated sales increased 20.8 percent.

•Operating income of $8.9 billion was 36.8 percent higher than the comparable prior-year period.

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

Sales were $104.6 billion for 2021, an increase of $12.2 billion, or 13.2 percent, from the prior year. Operating cash flow provided by continuing operations was $8.6 billion for 2021, a decrease of $(1.9) billion, or (18.1) percent, from $10.5 billion for 2020. The drivers of the operating cash flow decrease are described on page 2 7.


Earnings Per Share From Continuing Operations							Percent Change
	2021		2020		2019		2021/2020		2020/2019
GAAP diluted earnings per share	$	14.10	$	8.64	$	6.34	63.1	%	36.3	%
Adjustments	(0.53)		0.78		0.05
Adjusted diluted earnings per share	$	13.56	$	9.42	$	6.39	44.0	%	47.4	%

Note: Amounts may not foot due to rounding. Adjusted diluted earnings per share from continuing operations (Adjusted EPS), a non-GAAP metric, excludes the impact of certain items. Management believes that Adjusted EPS is useful in providing period-to-period comparisons of the results of our continuing operations. A reconciliation of non-GAAP financial measures to GAAP measures is provided on page 24.

We report after-tax return on invested capital (ROIC) from continuing operations because we believe ROIC provides a meaningful measure of our capital-allocation effectiveness over time. For the trailing twelve months ended January 29, 2022, after-tax ROIC was 33.1 percent, compared with 23.5 percent for the trailing twelve months ended January 30, 2021. The calculation of ROIC is provided on page 26.


TARGET CORPORATION						2021 Form 10-K			19


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			FINANCIAL SUMMARY & ANALYSIS OF OPERATIONS			Index to Financial Statements

COVID-19

The COVID-19 pandemic continues to evolve. In 2020 and 2021, governments took various measures in response to COVID-19, such as mandating the closure of certain businesses and encouraging or requiring citizens to avoid large gatherings. To date, virtually all of our stores, digital channels, and distribution centers have remained open.

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

Supply Chain Disruptions

In recent months, we have seen increasing supply chain disruptions. In addition to country of origin production delays, trucker and dockworker shortages, a broad-based surge in consumer demand, and other factors have led to industry-wide U.S. port and ground transportation delays. In response, we have taken various actions, including ordering merchandise earlier, securing ocean freight routes, and increased use of air transport for certain merchandise. Some of these supply chain disruptions and resulting actions have resulted in increased costs. The Gross Margin Rate analysis on page 22 provides additional information.

Sale of Dermstore

In February 2021, we sold Dermstore LLC (Dermstore) for $356 million in cash and recognized a $335 million pretax gain, which is included in Net Other (Income) / Expense. Dermstore represented less than 1 percent of our consolidated revenues, operating income and net assets.

Analysis of Results of Operations


Summary of Operating Income							Percent Change
(dollars in millions)	2021		2020		2019		2021/2020		2020/2019
Sales	$	104,611	$	92,400	$	77,130	13.2	%	19.8	%
Other revenue	1,394		1,161		982		20.2		18.2
Total revenue	106,005		93,561		78,112		13.3		19.8
Cost of sales	74,963		66,177		54,864		13.3		20.6
SG&A expenses	19,752		18,615		16,233		6.1		14.7
Depreciation and amortization (exclusive of depreciation included in cost of sales)	2,344		2,230		2,357		5.1		(5.4)
Operating income	$	8,946	$	6,539	$	4,658	36.8	%	40.4	%


Rate Analysis	2021		2020		2019
Gross margin rate	28.3	%	28.4	%	28.9	%
SG&A expense rate	18.6		19.9		20.8
Depreciation and amortization (exclusive of depreciation included in cost of sales) expense rate	2.2		2.4		3.0
Operating income margin rate	8.4		7.0		6.0

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

A discussion regarding Results of Operations and Analysis of Financial Condition for 2020, as compared to 2019, is included in Part II , Item 7 , MD&A to our Annual Report on Form 10-K for the year ended January 30, 2021.


TARGET CORPORATION						2021 Form 10-K			20


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			ANALYSIS OF OPERATIONS			Index to Financial Statements

Sales

Sales include all merchandise sales, net of expected returns, and our estimate of gift card breakage. Note 4 to the Financial Statements defines gift card "breakage." We use comparable sales to evaluate the performance of our stores and digital channel sales by measuring the change in sales for a period over the comparable, prior-year period of equivalent length. Comparable sales include all sales, except sales from stores open less than 13 months, digital acquisitions we have owned less than 13 months, stores that have been closed, and digital acquisitions that we no longer operate. Comparable sales measures vary across the retail industry. As a result, our comparable sales calculation is not necessarily comparable to similarly titled measures reported by other companies. Digitally originated sales include all sales initiated through mobile applications and our websites. Our stores fulfill the majority of digitally originated sales, including shipment from stores to guests, store Order Pickup or Drive Up, and delivery via Shipt. Digitally originated sales may also be fulfilled through our distribution centers, our vendors, or other third parties.

Sales growth – from both comparable sales and new stores – represents an important driver of our long-term profitability. We expect that comparable sales growth will drive the majority of our total sales growth. We believe that our ability to successfully differentiate our guests’ shopping experience through a careful combination of merchandise assortment, price, convenience, guest experience, and other factors will over the long-term drive both increasing shopping frequency (number of transactions, or "traffic") and the amount spent each visit (average transaction amount).


Comparable Sales	2021		2020		2019
Comparable sales change	12.7	%	19.3	%	3.4	%
Drivers of change in comparable sales
Number of transactions (traffic)	12.3		3.7		2.7
Average transaction amount	0.4		15.0		0.7


Comparable Sales by Channel	2021		2020		2019
Stores originated comparable sales change	11.0	%	7.2	%	1.4	%
Digitally originated comparable sales change	20.8		144.7		28.6


Sales by Channel	2021		2020		2019
Stores originated	81.1	%	82.1	%	91.2	%
Digitally originated	18.9		17.9		8.8
Total	100	%	100	%	100	%


Sales by Fulfillment Channel	2021		2020		2019
Stores	96.4	%	96.0	%	97.2	%
Other	3.6		4.0		2.8
Total	100	%	100	%	100	%

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


Sales by Product Category	2021		2020		2019
Apparel and accessories	17	%	16	%	19	%
Beauty and household essentials	26		26		27
Food and beverage	20		20		19
Hardlines	18		18		16
Home furnishings and décor	19		20		19
Total	100	%	100	%	100	%


TARGET CORPORATION						2021 Form 10-K			21


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			ANALYSIS OF OPERATIONS			Index to Financial Statements

Note 4 to the Financial Statements provides additional product category sales information. The collective interaction of a broad array of macroeconomic, competitive, and consumer behavioral factors, as well as sales mix, and transfer of sales to new stores makes further analysis of sales metrics infeasible.

TD Bank Group offers credit to qualified guests through Target-branded credit cards: the Target Credit Card and the Target MasterCard Credit Card (Target Credit Cards). Additionally, we offer a branded proprietary Target Debit Card. Collectively, we refer to these products as RedCards™. We monitor the percentage of purchases that are paid for using RedCards (RedCard Penetration) because our internal analysis has indicated that a meaningful portion of incremental purchases on our RedCards are also incremental sales for Target. Guests receive a 5 percent discount on virtually all purchases when they use a RedCard at Target. RedCard sales increased for all years presented below; however, RedCard penetration declined as total Sales increased at a faster pace.


RedCard Penetration	2021		2020		2019
Target Debit Card	11.7	%	12.3	%	12.6	%
Target Credit Cards	8.7		9.2		10.7
Total RedCard Penetration	20.5	%	21.5	%	23.3	%

Note: Amounts may not foot due to rounding.

Gross Margin Rate

Our gross margin rate was 28.3 percent in 2021 and 28.4 percent in 2020. This decrease reflected the net impact of

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

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

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

Selling, General and Administrative (SG&A) Expense Rate

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


TARGET CORPORATION						2021 Form 10-K			22


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			ANALYSIS OF OPERATIONS			Index to Financial Statements

Store Data


Change in Number of Stores	2021	2020
Beginning store count	1,897	1,868
Opened	32	30
Closed	(3)	(1)

Ending store count	1,926	1,897


Number of Stores and Retail Square Feet	Number of Stores		Retail Square Feet (a)
	January 29, 2022	January 30, 2021	January 29, 2022	January 30, 2021
170,000 or more sq. ft.	274	273	49,071	48,798
50,000 to 169,999 sq. ft.	1,516	1,509	190,205	189,508
49,999 or less sq. ft.	136	115	4,008	3,342
Total	1,926	1,897	243,284	241,648

(a)In thousands; reflects total square feet less office, distribution center, and vacant space.

Other Performance Factors

Net Interest Expense

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

Net Other (Income) / Expense

Net Other (Income) / Expense was $(382) million and $16 million for 2021 and 2020, respectively. 2021 included the $335 million gain on the February 2021 sale of Dermstore.

Provision for Income Taxes

Our 2021 effective income tax rate was 22.0 percent compared with 21.2 percent in 2020. The rate increase was driven by significantly higher pretax earnings, which diluted the tax-rate benefit of fixed and discrete tax items.

Note 19 to the Financial Statements provides additional information.


TARGET CORPORATION						2021 Form 10-K			23


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

Reconciliation of Non-GAAP Financial Measures to GAAP Measures

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


Reconciliation of Non-GAAP Adjusted EPS	2021						2020						2019
(millions, except per share data)	Pretax		Net of Tax		Per Share Amounts		Pretax		Net of Tax		Per Share Amounts		Pretax		Net of Tax		Per Share Amounts
GAAP diluted earnings per share from continuing operations					$	14.10					$	8.64					$	6.34
Adjustments
Gain on Dermstore Sale	$	(335)	$	(269)	$	(0.55)	$	—	$	—	$	—	$	—	$	—	$	—
Loss on debt extinguishment	—		—		—		512		379		0.75		10		8		0.01
Loss on investment (a)	—		—		—		19		14		0.03		41		31		0.06
Other (b)	9		7		0.01		28		20		0.04		(17)		(13)		(0.02)
Income tax matters (c)	—		—		—		—		(21)		(0.04)		—		—		—
Adjusted diluted earnings per share from continuing operations					$	13.56					$	9.42					$	6.39

Note: Amounts may not foot due to rounding.

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

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

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


TARGET CORPORATION						2021 Form 10-K			24


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

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


EBIT and EBITDA							Percent Change
(dollars in millions)	2021		2020		2019		2021/2020		2020/2019
Net earnings from continuing operations	$	6,946	$	4,368	$	3,269	59.0	%	33.6	%
+ Provision for income taxes	1,961		1,178		921		66.5		27.9
+ Net interest expense	421		977		477		(56.9)		105.1
EBIT	$	9,328	$	6,523	$	4,667	43.0	%	39.8	%
+ Total depreciation and amortization (a)	2,642		2,485		2,604		6.3		(4.6)
EBITDA	$	11,970	$	9,008	$	7,271	32.9	%	23.9	%

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


TARGET CORPORATION						2021 Form 10-K			25


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

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


After-Tax Return on Invested Capital
(dollars in millions)
	Trailing Twelve Months
Numerator	January 29, 2022		January 30, 2021
Operating income	$	8,946	$	6,539
+ Net other income / (expense)	382		(16)
EBIT	9,328		6,523
+ Operating lease interest (a)	87		87
- Income taxes (b)	2,073		1,404
Net operating profit after taxes	$	7,342	$	5,206


Denominator	January 29, 2022		January 30, 2021		February 1, 2020
Current portion of long-term debt and other borrowings	$	171	$	1,144	$	161
+ Noncurrent portion of long-term debt	13,549		11,536		11,338
+ Shareholders' investment	12,827		14,440		11,833
+ Operating lease liabilities (c)	2,747		2,429		2,475
- Cash and cash equivalents	5,911		8,511		2,577
Invested capital	$	23,383	$	21,038	$	23,230
Average invested capital (d)	$	22,210	$	22,134


After-tax return on invested capital						33.1		%				23.5		%

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

(b)Calculated using the effective tax rates for continuing operations, which were 22.0 percent and 21.2 percent for the trailing twelve months ended January 29, 2022, and January 30, 2021, respectively. For the trailing twelve months ended January 29, 2022, and January 30, 2021, includes tax effect of $2.1 billion and $1.4 billion, respectively, related to EBIT, and $19 million and $18 million, respectively, related to operating lease interest.

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

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


TARGET CORPORATION						2021 Form 10-K			26


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

Analysis of Financial Condition

Liquidity and Capital Resources

Capital Allocation

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

Our year-end cash and cash equivalents balance decreased to $5.9 billion from $8.5 billion in 2020. Our cash and cash equivalents balance includes short-term investments of $5.0 billion and $7.6 billion as of January 29, 2022, and January 30, 2021, respectively. Our investment policy is designed to preserve principal and liquidity of our short-term investments. This policy allows investments in large money market funds or in highly rated direct short-term instruments that mature in 60 days or less. We also place dollar limits on our investments in individual funds or instruments.

Operating Cash Flows

Cash flows provided by operating activities were $8.6 billion in 2021 compared with $10.5 billion in 2020. For 2021, operating cash flows reflect stronger operating results, offset by increased inventory investment and lower accounts payable leverage, compared with 2020. Additionally, operating cash flows for 2021 reflect a $1.0 billion increase in income tax payments.

Inventory

Year-end inventory was $13.9 billion, compared with $10.7 billion in 2020. The increase in inventory levels reflect our efforts to align inventory with sales trends, and elevated in-transit inventory related to import supply chain delays.


TARGET CORPORATION						2021 Form 10-K			27


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

Capital Expenditures

Note: Amounts may not foot due to rounding.

Capital expenditures increased in 2021 from the prior year as we invested in our strategic initiatives, including store remodels, some of which were delayed in 2020, new store openings, and supply chain 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 about 100 Ulta Beauty shop-in-shops. We have completed over 900 full-store remodels since the launch of the current program in 2017, including 145 in 2021.

In addition to these cash investments, we entered into leases related to new stores in 2021, 2020, and 2019 with total future minimum lease payments of $401 million, $764 million, and $669 million, respectively, and new leases related to our supply chain with total future minimum lease payments of $226 million, $442 million, and $185 million, respectively.

We expect capital expenditures in 2022 of approximately $4.0 billion to $5.0 billion to support remodels, new stores, and supply chain projects. Supply chain projects will add replenishment capacity and modernize our network, including the use of sortation centers to enhance our last-mile delivery capabilities. We expect to complete approximately 200 full-store remodels, open 25 to 30 new stores, and add more than 250 Ulta Beauty shop-in-shops during 2022. Additionally, we will continue to invest in optimizing front-end space. We also expect to continue to invest in new store and supply chain leases.

Dividends

We paid dividends totaling $1.5 billion ($3.16 per share) in 2021 and $1.3 billion ($2.68 per share) in 2020, a per share increase of 17.9 percent. We declared dividends totaling $1.7 billion ($3.38 per share) in 2021 and $1.4 billion ($2.70 per share) in 2020, a per share increase of 25.2 percent. We have paid dividends every quarter since our 1967 initial public offering and it is our intent to continue to do so in the future.

Share Repurchases

During 2021 and 2020 we returned $7.2 billion and $609 million, respectively, to shareholders through share repurchase. See Part II, Item 5, Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities of this Annual Report on Form 10-K and Note 21 to the Financial Statements for more information.


TARGET CORPORATION						2021 Form 10-K			28


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

Subsequent to year-end, we entered into an accelerated share repurchase arrangement to repurchase up to $2.75 billion of our common stock. Under the agreement, we paid $2.75 billion and received an initial delivery of 8.9 million shares, subject to a final settlement of cash or additional shares in the second quarter of 2022.

Financing

Our financing strategy is to ensure liquidity and access to capital markets, to maintain a balanced spectrum of debt maturities, and to manage our net exposure to floating interest rate volatility. Within these parameters, we seek to minimize our borrowing costs. Our ability to access the long-term debt and commercial paper markets has provided us with ample sources of liquidity. Our continued access to these markets depends on multiple factors, including the condition of debt capital markets, our operating performance, and maintaining strong credit ratings. As of January 29, 2022, our credit ratings were as follows:


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

If our credit ratings were lowered, our ability to access the debt markets, our cost of funds, and other terms for new debt issuances could be adversely impacted. Each of the credit rating agencies reviews its rating periodically and there is no guarantee our current credit ratings will remain the same as described above. Fitch raised our long-term debt rating from A- to A during 2021.

In 2021, we issued $2.0 billion of debt, and we repaid $1.1 billion of debt at maturity.

In 2021, we obtained a committed $3.0 billion unsecured revolving credit facility that will expire in October 2026. This new facility replaced our $2.5 billion unsecured revolving credit facility that was set to expire in October 2023. No balances were outstanding under either credit facility at any time during 2021 or 2020.

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

Note 16 to the Financial Statements provides additional information.

Future Cash Requirements

We enter into contractual obligations in the ordinary course of business that may require future cash payments. Such obligations include, but are not limited to, purchase commitments, debt service, leasing arrangements, and liabilities related to deferred compensation and pensions. The Notes to the Consolidated Financial Statements provide additional information.

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


TARGET CORPORATION						2021 Form 10-K			29


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

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with GAAP, which requires us to make estimates and apply judgments that affect the reported amounts. In the Notes to the Consolidated Financial Statements, we describe the significant accounting policies used in preparing the consolidated financial statements. Our management has discussed the development, selection, and disclosure of our critical accounting estimates with the Audit & Risk Committee of our Board of Directors. The following items require significant estimation or judgment:

Inventory and cost of sales: The vast majority of our inventory is accounted for under the retail inventory accounting method using the last-in, first-out method (LIFO). Our inventory is valued at the lower of LIFO cost or market. We reduce inventory for estimated losses related to shrink and markdowns. Our shrink estimate is based on historical losses verified by physical inventory counts. Historically, our actual physical inventory count results have shown our estimates to be reliable. Market adjustments for markdowns are recorded when the salability of the merchandise has diminished. Salability can be impacted by consumer preferences and seasonality, among other factors. We believe the risk of inventory obsolescence is largely mitigated because our inventory typically turns in less than three months. Inventory was $13.9 billion and $10.7 billion as of January 29, 2022, and January 30, 2021, respectively, and is further described in Note 10 to the Financial Statements.

Vendor income: We receive various forms of consideration from our vendors (vendor income), principally earned as a result of volume rebates, markdown allowances, promotions, and advertising allowances. Substantially all vendor income is recorded as a reduction of cost of sales. Vendor income earned can vary based on a number of factors, including purchase volumes, sales volumes, and our pricing and promotion strategies.

We establish a receivable for vendor income that is earned but not yet received. Based on historical trending and data, this receivable is computed by forecasting vendor income collections and estimating the amount earned. The majority of the year-end vendor income receivables are collected within the following fiscal quarter, and we do not believe there is a reasonable likelihood that the assumptions used in our estimate will change significantly. Historically, adjustments to our vendor income receivable have not been material. Vendor income receivable was $518 million and $504 million as of January 29, 2022, and January 30, 2021, respectively. Vendor income is described further in Note 6 to the Financial Statements.

Long-lived assets: Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The evaluation is performed primarily at the store level. An impairment loss is recognized when estimated undiscounted future cash flows from the operation and/or eventual disposition of the asset or asset group is less than its carrying amount, and is measured as the excess of its carrying amount over fair value. We estimate fair value by obtaining market appraisals, obtaining valuations from third-party brokers, or using other valuation techniques. We recorded impairments of $87 million, $62 million, and $23 million in 2021, 2020, and 2019, respectively, which are described further in Note 12 to the Financial Statements.

Insurance/self-insurance: We retain a substantial portion of the risk related to certain general liability, workers' compensation, property loss, and team member medical and dental claims. However, we maintain stop-loss coverage to limit the exposure related to certain risks. Liabilities associated with these losses include estimates of both claims filed and losses incurred but not yet reported. We use actuarial methods which consider a number of factors to estimate our ultimate cost of losses. General liability and workers' compensation liabilities are recorded based on our estimate of their net present value; other liabilities referred to above are not discounted. Our workers' compensation and general liability accrual was $519 million and $510 million as of January 29, 2022, and January 30, 2021, respectively. We believe that the amounts accrued are appropriate; however, our liabilities could be significantly affected if future occurrences or loss developments differ from our assumptions. For example, a 5 percent increase or decrease in average claim costs would have impacted our self-insurance expense by $26 million in 2021. Historically, adjustments to our estimates have not been material. Refer to Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, for further disclosure of the market risks associated with these exposures. We maintain insurance coverage to limit our exposure to certain events, including network security matters.


TARGET CORPORATION						2021 Form 10-K			30


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			ANALYSIS OF FINANCIAL CONDITION & NEW ACCOUNTING PRONOUNCEMENTS			Index to Financial Statements

Income taxes: We pay income taxes based on the tax statutes, regulations, and case law of the various jurisdictions in which we operate. Significant judgment is required in determining the timing and amounts of deductible and taxable items, and in evaluating the ultimate resolution of tax matters in dispute with tax authorities. The benefits of uncertain tax positions are recorded in our financial statements only after determining it is likely the uncertain tax positions would withstand challenge by taxing authorities. We periodically reassess these probabilities and record any changes in the financial statements as appropriate. Liabilities for uncertain tax positions, including interest and penalties, were $138 million and $193 million as of January 29, 2022, and January 30, 2021, respectively. We believe the resolution of these matters will not materially affect our consolidated financial statements. Income taxes are described further in Note 19 to the Financial Statements.

Pension accounting: We maintain a funded qualified defined benefit pension plan, as well as nonqualified and international pension plans that are generally unfunded, for certain current and retired team members. The costs for these plans are determined based on actuarial calculations using the assumptions described in the following paragraphs. Eligibility and the level of benefits vary depending on each team member's full-time or part-time status, date of hire, age, length of service, and/or compensation. The benefit obligation and related expense for these plans are determined based on actuarial calculations using assumptions about the expected long-term rate of return, the discount rate, compensation growth rates, mortality, and retirement age. These assumptions, with adjustments made for any significant plan or participant changes, are used to determine the period-end benefit obligation and establish expense for the next year.

Our 2021 expected long-term rate of return on plan assets of 5.80 percent was determined by the portfolio composition, historical long-term investment performance, and current market conditions. A 1 percentage point decrease in our expected long-term rate of return would increase annual expense by $41 million.

The discount rate used to determine benefit obligations is adjusted annually based on the interest rate for long-term high-quality corporate bonds, using yields for maturities that are in line with the duration of our pension liabilities. Our benefit obligation and related expense will fluctuate with changes in interest rates. A 1 percentage point decrease in the weighted average discount rate would increase annual expense by $62 million.

Based on our experience, we use a graduated compensation growth schedule that assumes higher compensation growth for younger, shorter-service pension-eligible team members than it does for older, longer-service pension-eligible team members.

Pension benefits are further described in Note 24 to the Financial Statements.

Legal and other contingencies: We believe the accruals recorded in our consolidated financial statements properly reflect loss exposures that are both probable and reasonably estimable. We do not believe any of the currently identified claims or litigation will materially affect our results of operations, cash flows, or financial condition. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, it may cause a material adverse impact on the results of operations, cash flows, or financial condition for the period in which the ruling occurs, or future periods. Refer to Note 15 to the Financial Statements for further information on contingencies.

New Accounting Pronouncements

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


TARGET CORPORATION						2021 Form 10-K			31


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			FORWARD LOOKING STATEMENTS & QUANTITATIVE AND QUALITATIVE DISCLOSURES			Index to Financial Statements

Forward-Looking Statements

This report contains forward-looking statements, which are based on our current assumptions and expectations. These statements are typically accompanied by the words "expect," "may," "could," "believe," "would," "might," "anticipates," or similar words. The principal forward-looking statements in this report include: our financial performance, statements regarding the adequacy of and costs associated with our sources of liquidity, the funding of debt maturities, the continued execution of our share repurchase program, our expected capital expenditures and new lease commitments, the expected compliance with debt covenants, the expected impact of new accounting pronouncements, our intentions regarding future dividends, contributions and payments related to our pension plan, the expected return on plan assets, the expected timing and recognition of compensation expenses, the effects of macroeconomic conditions, the adequacy of our reserves for general liability, workers' compensation and property loss, the expected outcome of, and adequacy of our reserves for claims, litigation, and the resolution of tax matters, our expectations regarding our contractual obligations, liabilities, and vendor income, the expected ability to recognize deferred tax assets and liabilities and the timing of such recognition, the expected impact of changes in information technology systems, future responses to and effects of the COVID-19 pandemic, and changes in our assumptions and expectations.

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As of January 29, 2022, our exposure to market risk was primarily from interest rate changes on our debt obligations and short-term investments, some of which are at a London Interbank Offered Rate (LIBOR). Our interest rate exposure is primarily due to differences between our floating rate debt obligations compared to our floating rate short-term investments. As of January 29, 2022, our floating rate short-term investments exceeded our floating rate debt by approximately $3.5 billion. Based on our balance sheet position as of January 29, 2022, the annualized effect of a 0.1 percentage point increase in floating interest rates on our floating rate debt obligations, net of our floating rate short-term investments, would increase our earnings before income taxes by $3 million. In general, we expect our floating rate debt to exceed our floating rate short-term investments over time, but that may vary in different interest rate and economic environments. For example, our short-term investments as of January 29, 2022, exceeded our floating rate debt due to operating cash flow acceleration driven by strong operating results. See further description of our debt and derivative instruments in Notes 16 and 17 to the Financial Statements.

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.

We record our general liability and workers' compensation liabilities at net present value; therefore, these liabilities fluctuate with changes in interest rates. Based on our balance sheet position as of January 29, 2022, the annualized effect of a 0.5 percentage point increase/(decrease) in interest rates would increase/(decrease) earnings before income taxes by $6 million.

In addition, we are exposed to market return fluctuations on our qualified defined benefit pension plan. The value of our pension liabilities is inversely related to changes in interest rates. A 1 percentage point decrease in the weighted average discount rate would increase annual expense by $62 million. To protect against declines in interest rates, we hold high-quality, long-duration bonds and derivative instruments in our pension plan trust. As of January 29, 2022, we had hedged 70 percent of the interest rate exposure of our plan liabilities.


TARGET CORPORATION						2021 Form 10-K			32


			MANAGEMENT'S DISCUSSION AND ANALYSIS			Table of Contents
			QUANTITATIVE AND QUALITATIVE DISCLOSURES			Index to Financial Statements

As more fully described in Note 23 to the Financial Statements, we are exposed to market returns on accumulated team member balances in our nonqualified, unfunded deferred compensation plans. We control the risk of offering the nonqualified plans by making investments in life insurance contracts and prepaid forward contracts on our own common stock that substantially offset our economic exposure to the returns on these plans.

There have been no other material changes in our primary risk exposures or management of market risks since the prior year.


TARGET CORPORATION						2021 Form 10-K			33


			FINANCIAL STATEMENTS			Table of Contents
			INDEX			Index to Financial Statements

Item 8. Financial Statements and Supplementary Data


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm		35

Consolidated Statements of Operations		38
Consolidated Statements of Comprehensive Income		39
Consolidated Statements of Financial Position		40
Consolidated Statements of Cash Flows		41
Consolidated Statements of Shareholders' Investment		42

Notes to Consolidated Financial Statements		43
Note 1	Summary of Accounting Policies	43
Note 2	Coronavirus (COVID-19)	43
Note 3	Dermstore Sale	43
Note 4	Revenues	44
Note 5	Cost of Sales and Selling, General and Administrative Expenses	45
Note 6	Consideration Received from Vendors	46
Note 7	Advertising Costs	46
Note 8	Fair Value Measurements	46
Note 9	Cash and Cash Equivalents	47
Note 10	Inventory	47
Note 11	Other Current Assets	47
Note 12	Property and Equipment	48
Note 13	Other Noncurrent Assets	48
Note 14	Accrued and Other Current Liabilities	49
Note 1 5	Commitments and Contingencies	49
Note 1 6	Commercial Paper and Long-Term Debt	50
Note 1 7	Derivative Financial Instruments	51
Note 18	Leases	51
Note 19	Incomes Taxes	54
Note 20	Other Noncurrent Liabilities	56
Note 21	Share Repurchase	56
Note 22	Share-Based Compensation	56
Note 23	Defined Contribution Plans	58
Note 2 4	Pension Plans	59
Note 2 5	Accumulated Other Comprehensive Income	63


TARGET CORPORATION						2021 Form 10-K			34


			FINANCIAL STATEMENTS			Table of Contents
			REPORTS			Index to Financial Statements

Report of Management on the Consolidated Financial Statements

Management is responsible for the consistency, integrity, and presentation of the information in the Annual Report. The consolidated financial statements and other information presented in this Annual Report have been prepared in accordance with accounting principles generally accepted in the United States and include necessary judgments and estimates by management.

To fulfill our responsibility, we maintain comprehensive systems of internal control designed to provide reasonable assurance that assets are safeguarded and transactions are executed in accordance with established procedures. The concept of reasonable assurance is based upon recognition that the cost of the controls should not exceed the benefit derived. We believe our systems of internal control provide this reasonable assurance.

The Board of Directors exercised its oversight role with respect to the Corporation's systems of internal control primarily through its Audit & Risk Committee, which is comprised of independent directors. The Committee oversees the Corporation's systems of internal control, accounting practices, financial reporting and audits to assess whether their quality, integrity, and objectivity are sufficient to protect shareholders' investments.

In addition, our consolidated financial statements have been audited by Ernst & Young LLP, independent registered public accounting firm, whose report also appears on this page.


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

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Target Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Target Corporation (the Corporation) as of January 29, 2022 and January 30, 2021, the related consolidated statements of operations, comprehensive income, cash flows and shareholders' investment for each of the three years in the period ended January 29, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Corporation at January 29, 2022 and January 30, 2021, and the results of its operations and its cash flows for each of the three years in the period ended January 29, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Corporation's internal control over financial reporting as of January 29, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 9, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on the Corporation’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.


TARGET CORPORATION						2021 Form 10-K			35


			FINANCIAL STATEMENTS			Table of Contents
			REPORTS			Index to Financial Statements


			Valuation of Inventory and related Cost of Sales
Description of the Matter			At January 29, 2022, the Corporation’s inventory was $13,902 million. As described in Note 10 to the consolidated financial statements, the Corporation accounts for the vast majority of its inventory under the retail inventory accounting method (RIM) using the last-in, first-out (LIFO) method. RIM is an averaging method that has been widely used in the retail industry due to its practicality. Under RIM, inventory cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the inventory retail value.
			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 performed extensive analytical procedures. For example, we performed multiple linear regression analysis to predict ending inventory values at each store and distribution center location, as well as predictive markdown analytics based on inquiries held with members of the merchant organization to assess the level of price changes within a category. In addition, we tested the existence of inventories by observing physical inventory counts for a sample of stores and distribution centers.

			Valuation of Vendor Income Receivables
Description of the Matter			At January 29, 2022, the Corporation’s vendor income receivables totaled $518 million. As discussed in Note 6 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.
			Auditing the Corporation's vendor income receivables was complex due to the estimation required in measuring the receivables. 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.
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 significant assumptions described above.
			To test the estimated vendor income receivables, we performed audit procedures that included, among others, assessing the estimation methodology used by management and evaluating the forecasted vendor income collections and the time period over which collections have been earned as used in the receivable estimation model. For a sample of the vendor rebates and concessions, we evaluated the nature and source of the inputs used and the terms of the contractual agreements. We recalculated the amount of the vendor income earned based on the inputs and the terms of the agreements. In addition, we recalculated the time period over which the vendor income collection had been earned to assess the accuracy of management’s estimates. We also performed sensitivity analyses of significant assumptions to evaluate the significance of changes in the receivables that would result from changes in assumptions.

/s/ Ernst & Young LLP

We have served as the Corporation's auditor since 1931.

Minneapolis, Minnesota

March 9, 2022


TARGET CORPORATION						2021 Form 10-K			36


			FINANCIAL STATEMENTS			Table of Contents
			REPORTS			Index to Financial Statements

Report of Management on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we assessed the effectiveness of our internal control over financial reporting as of January 29, 2022, based on the framework in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our assessment, we conclude that the Corporation's internal control over financial reporting is effective based on those criteria.

Our internal control over financial reporting as of January 29, 2022, has been audited by Ernst & Young LLP, the independent registered public accounting firm who has also audited our consolidated financial statements, as stated in their report which appears on this page.


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

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Target Corporation

Opinion on Internal Control over Financial Reporting

We have audited Target Corporation’s internal control over financial reporting as of January 29, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Target Corporation (the Corporation) maintained, in all material respects, effective internal control over financial reporting as of January 29, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Corporation as of January 29, 2022 and January 30, 2021, the related consolidated statements of operations, comprehensive income, cash flows and shareholders' investment for each of the three years in the period ended January 29, 2022, and the related notes and our report dated March 9, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

March 9, 2022


TARGET CORPORATION						2021 Form 10-K			37


			FINANCIAL STATEMENTS			Table of Contents
						Index to Financial Statements

Consolidated Statements of Operations


(millions, except per share data)	2021		2020		2019
Sales	$	104,611	$	92,400	$	77,130
Other revenue	1,394		1,161		982
Total revenue	106,005		93,561		78,112
Cost of sales	74,963		66,177		54,864
Selling, general and administrative expenses	19,752		18,615		16,233
Depreciation and amortization (exclusive of depreciation included in cost of sales)	2,344		2,230		2,357
Operating income	8,946		6,539		4,658
Net interest expense	421		977		477
Net other (income) / expense	(382)		16		(9)
Earnings from continuing operations before income taxes	8,907		5,546		4,190
Provision for income taxes	1,961		1,178		921
Net earnings from continuing operations	6,946		4,368		3,269
Discontinued operations, net of tax	—		—		12
Net earnings	$	6,946	$	4,368	$	3,281
Basic earnings per share
Continuing operations	$	14.23	$	8.72	$	6.39
Discontinued operations	—		—		0.02
Net earnings per share	$	14.23	$	8.72	$	6.42
Diluted earnings per share
Continuing operations	$	14.10	$	8.64	$	6.34
Discontinued operations	—		—		0.02
Net earnings per share	$	14.10	$	8.64	$	6.36
Weighted average common shares outstanding
Basic	488.1		500.6		510.9
Diluted	492.7		505.4		515.6
Antidilutive shares	—		—		—

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

See accompanying Notes to Consolidated Financial Statements.


TARGET CORPORATION						2021 Form 10-K			38


			FINANCIAL STATEMENTS			Table of Contents
						Index to Financial Statements

Consolidated Statements of Comprehensive Income


(millions)	2021		2020		2019
Net earnings	$	6,946	$	4,368	$	3,281
Other comprehensive income / (loss), net of tax
Pension benefit liabilities	152		102		(65)
Currency translation adjustment and cash flow hedges	51		10		2
Other comprehensive income / (loss)	203		112		(63)
Comprehensive income	$	7,149	$	4,480	$	3,218

See accompanying Notes to Consolidated Financial Statements.


TARGET CORPORATION						2021 Form 10-K			39


			FINANCIAL STATEMENTS			Table of Contents
						Index to Financial Statements

Consolidated Statements of Financial Position


(millions, except footnotes)	January 29, 2022		January 30, 2021
Assets
Cash and cash equivalents	$	5,911	$	8,511
Inventory	13,902		10,653
Other current assets	1,760		1,592
Total current assets	21,573		20,756
Property and equipment
Land	6,164		6,141
Buildings and improvements	32,985		31,557
Fixtures and equipment	6,407		5,914
Computer hardware and software	2,505		2,765
Construction-in-progress	1,257		780
Accumulated depreciation	(21,137)		(20,278)
Property and equipment, net	28,181		26,879
Operating lease assets	2,556		2,227
Other noncurrent assets	1,501		1,386
Total assets	$	53,811	$	51,248
Liabilities and shareholders' investment
Accounts payable	$	15,478	$	12,859
Accrued and other current liabilities	6,098		6,122
Current portion of long-term debt and other borrowings	171		1,144
Total current liabilities	21,747		20,125
Long-term debt and other borrowings	13,549		11,536
Noncurrent operating lease liabilities	2,493		2,218
Deferred income taxes	1,566		990
Other noncurrent liabilities	1,629		1,939
Total noncurrent liabilities	19,237		16,683
Shareholders' investment
Common stock	39		42
Additional paid-in capital	6,421		6,329
Retained earnings	6,920		8,825
Accumulated other comprehensive loss	(553)		(756)
Total shareholders' investment	12,827		14,440
Total liabilities and shareholders' investment	$	53,811	$	51,248

Common Stock Authorized 6,000,000,000 shares, $0.0833 par value; 471,274,073 shares issued and outstanding as of January 29, 2022; 500,877,129 shares issued and outstanding as of January 30, 2021.

Preferred Stock Authorized 5,000,000 shares, $0.01 par value; no shares were issued or outstanding during any period presented.

See accompanying Notes to Consolidated Financial Statements.


TARGET CORPORATION						2021 Form 10-K			40


			FINANCIAL STATEMENTS			Table of Contents
						Index to Financial Statements

Consolidated Statements of Cash Flows


(millions)	2021		2020		2019
Operating activities
Net earnings	$	6,946	$	4,368	$	3,281
Earnings from discontinued operations, net of tax	—		—		12
Net earnings from continuing operations	6,946		4,368		3,269
Adjustments to reconcile net earnings to cash provided by operations:
Depreciation and amortization	2,642		2,485		2,604
Share-based compensation expense	228		200		147
Deferred income taxes	522		(184)		178

Gain on Dermstore sale	(335)		—		—
Loss on debt extinguishment	—		512		10
Noncash losses / (gains) and other, net	67		86		29
Changes in operating accounts:


Inventory	(3,249)		(1,661)		505
Other assets	(78)		(137)		18
Accounts payable	2,628		2,925		140
Accrued and other liabilities	(746)		1,931		199


Cash provided by operating activities—continuing operations	8,625		10,525		7,099
Cash provided by operating activities—discontinued operations	—		—		18
Cash provided by operating activities	8,625		10,525		7,117
Investing activities
Expenditures for property and equipment	(3,544)		(2,649)		(3,027)
Proceeds from disposal of property and equipment	27		42		63
Proceeds from Dermstore sale	356		—		—



Other investments	7		16		20


Cash required for investing activities	(3,154)		(2,591)		(2,944)
Financing activities



Additions to long-term debt	1,972		2,480		1,739
Reductions of long-term debt	(1,147)		(2,415)		(2,069)
Dividends paid	(1,548)		(1,343)		(1,330)
Repurchase of stock	(7,356)		(745)		(1,565)

Stock option exercises	8		23		73

Cash required for financing activities	(8,071)		(2,000)		(3,152)

Net (decrease) / increase in cash and cash equivalents	(2,600)		5,934		1,021
Cash and cash equivalents at beginning of period	8,511		2,577		1,556
Cash and cash equivalents at end of period	$	5,911	$	8,511	$	2,577
Supplemental information
Interest paid, net of capitalized interest	$	414	$	939	$	492
Income taxes paid	2,063		1,031		696
Leased assets obtained in exchange for new finance lease liabilities	288		428		379
Leased assets obtained in exchange for new operating lease liabilities	580		262		464

See accompanying Notes to Consolidated Financial Statements.


TARGET CORPORATION						2021 Form 10-K			41


			FINANCIAL STATEMENTS			Table of Contents
						Index to Financial Statements

Consolidated Statements of Shareholders' Investment


(millions)	Common Stock Shares	Stock Par Value		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) / Income		Total
February 2, 2019	517.8	$	43	$	6,042	$	6,017	$	(805)	$	11,297
Net earnings	—	—		—		3,281		—		3,281
Other comprehensive loss	—	—		—		—		(63)		(63)
Dividends declared	—	—		—		(1,345)		—		(1,345)
Repurchase of stock	(16.0)	(1)		—		(1,520)		—		(1,521)
Stock options and awards	2.4	—		184		—		—		184
February 1, 2020	504.2	$	42	$	6,226	$	6,433	$	(868)	$	11,833
Net earnings	—	—		—		4,368		—		4,368
Other comprehensive income	—	—		—		—		112		112
Dividends declared	—	—		—		(1,367)		—		(1,367)
Repurchase of stock	(5.7)	—		—		(609)		—		(609)
Stock options and awards	2.4	—		103		—		—		103
January 30, 2021	500.9	$	42	$	6,329	$	8,825	$	(756)	$	14,440
Net earnings	—	—		—		6,946		—		6,946
Other comprehensive income	—	—		—		—		203		203
Dividends declared	—	—		—		(1,655)		—		(1,655)
Repurchase of stock	(31.3)	(3)		—		(7,196)		—		(7,199)
Stock options and awards	1.7	—		92		—		—		92
January 29, 2022	471.3	$	39	$	6,421	$	6,920	$	(553)	$	12,827

We declared $3.38, $2.70, and $2.62 dividends per share for the twelve months ended January 29, 2022, January 30, 2021, and February 1, 2020, respectively.

See accompanying Notes to Consolidated Financial Statements.


TARGET CORPORATION						2021 Form 10-K			42


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements

Notes to Consolidated Financial Statements

1. Summary of Accounting Policies

Organization We are a general merchandise retailer selling products to our guests through our stores and digital channels.

We operate as a single segment that includes all of our continuing operations, which are designed to enable guests to purchase products seamlessly in stores or through our digital channels. Nearly all of our revenues are generated in the United States (U.S.). The vast majority of our long-lived assets are located within the U.S.

Consolidation The consolidated financial statements include the balances of Target and its subsidiaries after elimination of intercompany balances and transactions. All material subsidiaries are wholly owned.

Use of estimates The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions affecting reported amounts in the consolidated financial statements and accompanying notes. Actual results may differ significantly from those estimates.

Fiscal year Our fiscal year ends on the Saturday nearest January 31. Unless otherwise stated, references to years in this report relate to fiscal years, rather than to calendar years. Fiscal 2021, 2020, and 2019 ended January 29, 2022, January 30, 2021, and February 1, 2020, respectively, and consisted of 52 weeks. Fiscal 2022 will end January 28, 2023, and will consist of 52 weeks.

Accounting policies Our accounting policies are disclosed in the applicable Notes to the Consolidated Financial Statements. Certain prior-year amounts have been reclassified to conform to the current-year presentation.

2. Coronavirus (COVID-19)

The COVID-19 pandemic continues to evolve. In 2020 and 2021, governments took various measures in response to COVID-19, such as mandating the closure of certain businesses at times and encouraging or requiring citizens to avoid large gatherings. To date, virtually all of our stores, digital channels, and distribution centers have remained open.

Since the onset of the COVID-19 pandemic, we have experienced strong comparable sales growth and significant volatility in our sales category and channel mix, including same-day fulfillment options. Note 4 presents sales by category. We have taken various actions, including accelerating purchases of certain merchandise in our core categories and, early in the pandemic, slowing or canceling purchase orders, primarily for Apparel and Accessories. As a result of these actions, we recorded $226 million of purchase order cancellation fees in Cost of Sales in 2020.

3. Dermstore Sale

In February 2021, we sold our wholly owned subsidiary Dermstore LLC (Dermstore) for $356 million in cash and recognized a $335 million pretax gain, which is included in Net Other (Income) / Expense. Dermstore represented less than 1 percent of our consolidated revenues, operating income and net assets.


TARGET CORPORATION						2021 Form 10-K			43


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements

4. Revenues

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


Revenues (millions)	2021		2020		2019
Apparel and accessories (a)	$	17,931	$	14,772	$	14,304
Beauty and household essentials (b)	27,268		24,461		20,616
Food and beverage (c)	20,306		18,135		15,039
Hardlines (d)	18,614		16,626		12,595
Home furnishings and décor (e)	20,255		18,231		14,430
Other	237		175		146
Sales	104,611		92,400		77,130
Credit card profit sharing	710		666		680
Other	684		495		302
Other revenue	1,394		1,161		982
Total revenue	$	106,005	$	93,561	$	78,112

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

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

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

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

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

Merchandise sales – We record almost all retail store revenues at the point of sale. Digitally originated sales may include shipping revenue and are recorded upon delivery to the guest or upon guest pickup at the store. Total revenues do not include sales tax because we are a pass-through conduit for collecting and remitting sales taxes. Generally, guests may return national brand merchandise within 90 days of purchase and owned and exclusive brands within one year of purchase. Sales are recognized net of expected returns, which we estimate using historical return patterns and our expectation of future returns. As of January 29, 2022, and January 30, 2021, the liability for estimated returns was $165 million and $139 million, respectively.

We routinely enter into arrangements with vendors whereby we do not purchase or pay for merchandise until the merchandise is ultimately sold to a guest. Under the vast majority of these arrangements, which represent less than 5 percent of consolidated sales, we record revenue and related costs gross. We concluded that we are the principal in these transactions for a number of reasons, most notably because we 1) control the overall economics of the transactions, including setting the sales price and realizing the majority of cash flows from the sale, 2) control the relationship with the customer, and 3) are responsible for fulfilling the promise to provide goods to the customer. Merchandise received under these arrangements is not included in Inventory because the purchase and sale of this inventory are virtually simultaneous.

Revenue from Target gift card sales is recognized upon gift card redemption, which is typically within one year of issuance. Our gift cards do not expire. Based on historical redemption rates, a small and relatively stable percentage of gift cards will never be redeemed, referred to as "breakage." Estimated breakage revenue is recognized over time in proportion to actual gift card redemptions.


TARGET CORPORATION						2021 Form 10-K			44


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements


Gift Card Liability Activity (millions)	January 30, 2021		Gift Cards Issued During Current Period But Not Redeemed (b)		Revenue Recognized From Beginning Liability		January 29, 2022
Gift card liability (a)	$	1,035	$	903	$	(736)	$	1,202

(a)Included in Accrued and Other Current Liabilities.

(b)Net of estimated breakage.

Guests receive a 5 percent discount on nearly all purchases and receive free shipping at Target.com when they use their Target Debit Card, Target Credit Card, or Target MasterCard (RedCards).

Target Circle program members earn 1 percent rewards on nearly all non-RedCard purchases. As of January 29, 2022, and January 30, 2021, deferred revenue of $89 million and $72 million, respectively, related to this loyalty program was included in Accrued and Other Current Liabilities.

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

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

5. Cost of Sales and Selling, General and Administrative Expenses

The following table illustrates the primary items classified in each major expense category:


Cost of Sales			Selling, General and Administrative Expenses
Total cost of products sold including • Freight expenses associated with moving merchandise from our vendors to and between our distribution centers and our retail stores • Vendor income that is not reimbursement of specific, incremental, and identifiable costs Inventory shrink Markdowns Outbound shipping and handling expenses associated with sales to our guests Payment term cash discounts Distribution center costs, including compensation and benefits costs and depreciation Compensation and benefit costs associated with shipment of merchandise from stores Import costs			Compensation and benefit costs for stores and headquarters, except ship from store costs classified as cost of sales Occupancy and operating costs of retail and headquarters facilities Advertising, offset by vendor income that is a reimbursement of specific, incremental, and identifiable costs Pre-opening and exit costs of stores and other facilities Credit cards servicing expenses Costs associated with accepting third-party bank issued payment cards Litigation and defense costs and related insurance recoveries Other administrative costs

Note: The classification of these expenses varies across the retail industry.


TARGET CORPORATION						2021 Form 10-K			45


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements

6. Consideration Received from Vendors

We receive consideration for a variety of vendor-sponsored programs such as volume rebates, markdown allowances, promotions, and advertising activities and for our compliance programs, referred to as "vendor income." Additionally, under our compliance programs, vendors are charged for merchandise shipments that do not meet our requirements (violations), such as late or incomplete shipments. Substantially all vendor income is recorded as a reduction of Cost of Sales.

7. Advertising Costs

Advertising costs, which primarily consist of digital advertisements and media broadcast, are generally expensed at first showing or distribution of the advertisement. Reimbursements from vendors that are for specific, incremental, and identifiable advertising costs are recognized as offsets of these advertising costs within Selling, General and Administrative Expenses (SG&A Expenses). Net advertising costs were $1.5 billion, $1.5 billion, and $1.6 billion in 2021, 2020, and 2019, respectively.

8. Fair Value Measurements

Fair value measurements are reported in one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data).

Fair Value Measurements - Recurring Basis

Fair Value as of

(millions)

Classification

Measurement Level

January 29, 2022

January 30, 2021

Assets

Short-term investments (a)

Cash and Cash Equivalents

Level 1

4,985

7,644

Prepaid forward contracts (b)

Other Current Assets

Level 1

Interest rate swaps (c)

Other Current Assets

Level 2

—

Interest rate swaps (c)

Other Noncurrent Assets

Level 2

135

188

(a)Carrying value approximates fair value because maturities are less than three months.

(b)Initially valued at transaction price. Subsequently valued by reference to the market price of Target common stock.

(c)Valuations are based on observable inputs to the valuation model (e.g., interest rates and credit spreads). See Note 17 for additional information on interest rate swaps.


Significant Financial Instruments Not Measured at Fair Value (a)	As of January 29, 2022				As of January 30, 2021
(millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion (b)	$	11,568	$	12,808	$	10,643	$	12,787

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

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


TARGET CORPORATION						2021 Form 10-K			46


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements

9. Cash and Cash Equivalents

Cash equivalents include highly liquid investments with an original maturity of three months or less from the time of purchase. Cash equivalents also include amounts due from third-party financial institutions for credit and debit card transactions. These receivables typically settle in five days or less.


Cash and Cash Equivalents (millions)	January 29, 2022		January 30, 2021

Cash	$	349	$	307
Receivables from third-party financial institutions for credit and debit card transactions	577		560
Short-term investments	4,985		7,644
Cash and Cash Equivalents (a)	$	5,911	$	8,511

(a)We have access to these funds without any significant restrictions, taxes or penalties.

As of January 29, 2022, and January 30, 2021, we reclassified book overdrafts of $366 million and $240 million, respectively, to Accounts Payable and $19 million and $24 million, respectively, to Accrued and Other Current Liabilities.

10. Inventory

The vast majority of our inventory is accounted for under the retail inventory accounting method (RIM) using the last-in, first-out (LIFO) method. Inventory is stated at the lower of LIFO cost or market. Inventory cost includes the amount we pay to our suppliers to acquire inventory, freight costs incurred to deliver product to our distribution centers and stores, and import costs, reduced by vendor income and cash discounts. Distribution center operating costs, including compensation and benefits, are expensed in the period incurred. Inventory is also reduced for estimated losses related to shrink and markdowns. The LIFO provision is calculated based on inventory levels, markup rates, and internally measured retail price indices.

Under RIM, inventory cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the inventory retail value. RIM is an averaging method that has been widely used in the retail industry due to its practicality. The use of RIM will result in inventory being valued at the lower of cost or market because permanent markdowns are taken as a reduction of the retail value of inventory.

11. Other Current Assets


Other Current Assets (millions)	January 29, 2022		January 30, 2021
Accounts and other receivables	$	835	$	631
Vendor income receivable	518		504
Prepaid expenses	170		171
Other	237		286
Other Current Assets	$	1,760	$	1,592


TARGET CORPORATION						2021 Form 10-K			47


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements

12. Property and Equipment

Property and equipment, including assets acquired under finance leases, is depreciated using the straight-line method over estimated useful lives or lease terms if shorter. We amortize leasehold improvements purchased after the beginning of the initial lease term over the shorter of the assets' useful lives or a term that includes the original lease term, plus any renewals that are reasonably certain at the date the leasehold improvements are acquired. Total depreciation expense, including depreciation expense included in Cost of Sales, was $2.6 billion, $2.5 billion, and $2.6 billion for 2021, 2020, and 2019, respectively. For income tax purposes, accelerated depreciation methods are generally used. Repair and maintenance costs are expensed as incurred. Facility pre-opening costs, including supplies and payroll, are expensed as incurred.


Estimated Useful Lives			Life (Years)
Buildings and improvements			8-39
Fixtures and equipment			2-15
Computer hardware and software			2-7

We review long-lived assets for impairment when store performance expectations, events, or changes in circumstances—such as a decision to relocate or close a store, office, or distribution center, discontinue a project, or make significant software changes—indicate that the asset's carrying value may not be recoverable. We recognized impairment losses of $87 million, $62 million, and $23 million during 2021, 2020, and 2019, respectively. For asset groups classified as held for sale, measurement of an impairment loss is based on the excess of the carrying amount of the asset group over its fair value. We estimate fair value by obtaining market appraisals, obtaining valuations from third-party brokers, or using other valuation techniques. Impairments are recorded in SG&A Expenses.

13. Other Noncurrent Assets


Other Noncurrent Assets (millions)	January 29, 2022		January 30, 2021
Goodwill and intangible assets (a)	$	656	$	668
Company-owned life insurance investments, net of loans (b)	470		450
Other	375		268
Other Noncurrent Assets	$	1,501	$	1,386

(a)Goodwill totaled $631 million as of both January 29, 2022, and January 30, 2021. No impairments were recorded in 2021, 2020, or 2019 as a result of the annual goodwill impairment tests performed.

(b)Note 23 provides more information on company-owned life insurance investments.


TARGET CORPORATION						2021 Form 10-K			48


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements

14. Accrued and Other Current Liabilities


Accrued and Other Current Liabilities (millions)	January 29, 2022		January 30, 2021
Wages and benefits	$	1,620	$	1,677
Gift card liability, net of estimated breakage	1,202		1,035
Real estate, sales, and other taxes payable	1,042		1,103

Dividends payable	424		341
Current portion of operating lease liabilities	254		211
Workers' compensation and general liability (a)	169		169
Interest payable	77		79
Other	1,310		1,507
Accrued and Other Current Liabilities	$	6,098	$	6,122

(a)We retain a substantial portion of the risk related to general liability and workers' compensation claims. We estimate our ultimate cost based on analysis of historical data and actuarial estimates. General liability and workers' compensation liabilities are recorded at our estimate of their net present value. Note 20 provides the noncurrent balance of these liabilities.

15. Commitments and Contingencies

Contingencies

We are exposed to claims and litigation arising in the ordinary course of business and use various methods to resolve these matters in a manner that we believe serves the best interest of our shareholders and other constituents. When a loss is probable, we record an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, we record the lowest amount in the estimated range of loss and, if material, disclose the estimated range of loss. We do not record liabilities for reasonably possible loss contingencies, but do disclose a range of reasonably possible losses if they are material and we are able to estimate such a range. If we cannot provide a range of reasonably possible losses, we explain the factors that prevent us from determining such a range. Historically, adjustments to our estimates have not been material. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable liabilities. We do not believe that any of these identified claims or litigation will be material to our results of operations, cash flows, or financial condition.

Commitments

Purchase obligations, which include all legally binding contracts such as merchandise royalties, equipment purchases, marketing-related contracts, software acquisition/license commitments, firm minimum commitments for inventory purchases, and service contracts, were $944 million and $785 million as of January 29, 2022, and January 30, 2021, respectively. These purchase obligations are primarily due within three years and recorded as liabilities when goods are received or services are rendered. Real estate obligations, which include legally binding minimum lease payments for leases signed but not yet commenced, and commitments for the purchase, construction, or remodeling of real estate and facilities, were $2.5 billion and $2.1 billion as of January 29, 2022, and January 30, 2021, respectively. Over half of these real estate obligations are due within one year, a portion of which are recorded as liabilities.

We issue inventory purchase orders in the ordinary course of business, which represent authorizations to purchase that are cancelable by their terms. We do not consider purchase orders to be firm inventory commitments. If we choose to cancel a purchase order, we may be obligated to reimburse the vendor for unrecoverable outlays incurred prior to cancellation.


TARGET CORPORATION						2021 Form 10-K			49


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements

We also issue letters of credit and surety bonds in the ordinary course of business. Trade letters of credit totaled $2.6 billion and $2.0 billion as of January 29, 2022, and January 30, 2021, respectively, a portion of which are reflected in Accounts Payable. Standby letters of credit and surety bonds, primarily related to insurance and regulatory requirements, totaled $517 million and $472 million as of January 29, 2022, and January 30, 2021, respectively.

16. Commercial Paper and Long-Term Debt

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


Debt Maturities	January 29, 2022
(dollars in millions)	Rate (a)		Balance
Due 2022-2026	2.6	%	$	4,544
Due 2027-2031	3.5		2,603
Due 2032-2036	6.3		301
Due 2037-2041	6.8		936
Due 2042-2046	3.9		1,684
Due 2047-2051	3.3		1,500
Total notes and debentures	3.5		11,568
Swap valuation adjustments			77
Finance lease liabilities			2,075
Less: Amounts due within one year			(171)
Long-term debt and other borrowings			$	13,549

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


Required Principal Payments (millions)	2022		2023		2024		2025		2026


Total required principal payments	$	63	$	—	$	1,000	$	1,500	$	2,000

In January 2022, we issued unsecured fixed rate debt of $1.0 billion at 1.950 percent that matures in January 2027 and $1.0 billion at 2.950 percent that matures in January 2052. Furthermore, we repaid $1.0 billion of 2.900 percent unsecured fixed rate debt at maturity.

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 2.250 percent that matures in April 2025 and $1.0 billion at 2.650 percent that matures in September 2030.

In January 2020, we issued $750 million of 10-year unsecured fixed rate debt at 2.350 percent, and separately, we repurchased $1.0 billion of 3.875 percent unsecured fixed rate debt before its maturity. We recognized a loss on early retirement of approximately $10 million, which was recorded in Net Interest Expense.

We obtain short-term financing from time to time under our commercial paper program. No balances were outstanding under our commercial paper program at any time during 2021 or 2020.

In 2021, we obtained a committed $3.0 billion unsecured revolving credit facility that will expire in October 2026. This new facility replaced our $2.5 billion unsecured revolving credit facility that was set to expire October 2023. No balances were outstanding under either facility at any time during 2021, 2020, or 2019.


TARGET CORPORATION						2021 Form 10-K			50


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements

Substantially all of our outstanding borrowings are senior, unsecured obligations. Most of our long-term debt obligations contain covenants related to secured debt levels. In addition to a secured debt level covenant, our credit facility also contains a debt leverage covenant. We are, and expect to remain, in compliance with these covenants, which have no practical effect on our ability to pay dividends.

17. Derivative Financial Instruments

Our derivative instruments consist of interest rate swaps used to mitigate interest rate risk. As a result, we have counterparty credit exposure to large global financial institutions, which we monitor on an ongoing basis. Note 8 provides the fair value and classification of these instruments.

Under our swap agreements, we pay a floating rate equal to 1-month LIBOR and receive a weighted average fixed rate of 2.6 percent. The agreements have a weighted average remaining maturity of 5.9 years. As of January 29, 2022, and January 30, 2021, interest rate swaps with notional amounts totaling $1.5 billion were designated as fair value hedges, and all were considered to be perfectly effective under the shortcut method during 2021 and 2020.

As of January 29, 2022, we were party to forward-starting interest rate swaps with notional amounts totaling $2.15 billion to hedge the interest rate exposure of anticipated future debt issuances during the next three years. We designated these derivative financial instruments as cash flow hedges. As of January 29, 2022, a $75 million gain was recorded in Accumulated Other Comprehensive Loss and will be reclassified to Net Interest Expense as we record interest expense on the associated debt.


Effect of Hedges on Debt (millions)	January 29, 2022		January 30, 2021



Long-term debt and other borrowings
Carrying amount of hedged debt	$	1,572	$	1,677
Cumulative hedging adjustments, included in carrying amount	77		183


Effect of Hedges on Net Interest Expense (millions)	2021		2020		2019
Gain (loss) on fair value hedges recognized in Net Interest Expense
Interest rate swap designated as fair value hedges	$	(106)	$	46	$	130
Hedged debt	106		(46)		(130)
Total	$	—	$	—	$	—

18. Leases

We lease certain retail stores, warehouses, distribution centers, office space, land, and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. We combine lease and nonlease components for new and reassessed leases.

Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 50 years or more. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of leased assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

Certain of our lease agreements require reimbursement of real estate taxes, common area maintenance, and insurance, as well as rental payments based on a percentage of retail sales over contractual levels and others include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

We rent or sublease certain real estate to third parties. Our lease and sublease portfolio consists mainly of operating leases with CVS Pharmacy Inc. (CVS) for space within our stores.


TARGET CORPORATION						2021 Form 10-K			51


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements


Leases (millions)	Classification	January 29, 2022		January 30, 2021
Assets
Operating	Operating Lease Assets	$	2,556	$	2,227
Finance	Buildings and Improvements, net of Accumulated Depreciation (a)	1,652		1,504
Total leased assets		$	4,208	$	3,731
Liabilities
Current
Operating	Accrued and Other Current Liabilities	$	254	$	211
Finance	Current Portion of Long-term Debt and Other Borrowings	108		88
Noncurrent
Operating	Noncurrent Operating Lease Liabilities	2,493		2,218
Finance	Long-term Debt and Other Borrowings	1,967		1,766
Total lease liabilities		$	4,822	$	4,283

Note: We use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

(a)Finance lease assets are recorded net of accumulated amortization of $670 million and $550 million as of January 29, 2022, and January 30, 2021, respectively.


Lease Cost (millions)	Classification	2021		2020		2019
Operating lease cost (a)	SG&A Expenses	$	387	$	332	$	287
Finance lease cost
Amortization of leased assets	Depreciation and Amortization (b)	127		105		82
Interest on lease liabilities	Net Interest Expense	68		62		51
Sublease income (c)	Other Revenue	(18)		(15)		(13)
Net lease cost		$	564	$	484	$	407

(a)2021 and 2020 include $64 million and $44 million, respectively, of short-term and variable lease costs. Short-term and variable lease costs were insignificant for 2019.

(b)Supply chain-related amounts are included in Cost of Sales.

(c)Sublease income excludes rental income from owned properties of $48 million for each of 2021, 2020, and 2019, which is included in Other Revenue.


TARGET CORPORATION						2021 Form 10-K			52


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements


Maturity of Lease Liabilities	Operating		Finance
(millions)	Leases (a)		Leases (b)		Total
2022	$	337	$	176	$	513
2023	334		179		513
2024	318		176		494
2025	300		176		476
2026	286		177		463
After 2026	1,828		1,800		3,628
Total lease payments	$	3,403	$	2,684	$	6,087
Less: Interest	656		609
Present value of lease liabilities	$	2,747	$	2,075

(a)Operating lease payments include $942 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $290 million of legally binding minimum lease payments for leases signed but not yet commenced.

(b)Finance lease payments include $126 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $840 million of legally binding minimum lease payments for leases signed but not yet commenced.


Lease Term and Discount Rate	January 29, 2022		January 30, 2021
Weighted average remaining lease term (years)
Operating leases	12.2		12.6
Finance leases	15.2		15.8
Weighted average discount rate
Operating leases	3.28	%	3.54	%
Finance leases	3.49	%	3.68	%


Other Information (millions)	2021		2020		2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	316	$	284	$	254
Operating cash flows from finance leases	64		59		49
Financing cash flows from finance leases	91		70		57


TARGET CORPORATION						2021 Form 10-K			53


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements

19. Income Taxes

Earnings from continuing operations before income taxes were $8.9 billion, $5.5 billion, and $4.2 billion during 2021, 2020, and 2019, respectively, including $896 million, $764 million, and $653 million earned by our foreign entities subject to tax outside of the U.S.


Tax Rate Reconciliation – Continuing Operations	2021		2020		2019
Federal statutory rate	21.0	%	21.0	%	21.0	%
State income taxes, net of the federal tax benefit	3.9		3.3		3.7
International	(1.3)		(1.2)		(1.4)

Excess tax benefit related to share-based payments	(0.8)		(1.0)		(0.4)

Federal tax credits	(0.5)		(0.6)		(0.8)
Other	(0.3)		(0.3)		(0.1)
Effective tax rate	22.0	%	21.2	%	22.0	%


Provision for Income Taxes (millions)	2021		2020		2019
Current:
Federal	$	1,111	$	1,013	$	536
State	325		281		169
International	3		68		38
Total current	1,439		1,362		743
Deferred:
Federal	423		(118)		150
State	98		(64)		29
International	1		(2)		(1)
Total deferred	522		(184)		178
Total provision	$	1,961	$	1,178	$	921


TARGET CORPORATION						2021 Form 10-K			54


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements


Net Deferred Tax Asset / (Liability) (millions)	January 29, 2022		January 30, 2021
Gross deferred tax assets:
Accrued and deferred compensation	$	441	$	623
Accruals and reserves not currently deductible	211		192
Self-insured benefits	141		138
Deferred occupancy income	133		141
Lease liabilities	1,245		1,108
Other	18		55
Total gross deferred tax assets	2,189		2,257
Gross deferred tax liabilities:
Property and equipment	(2,265)		(2,003)
Leased assets	(1,089)		(996)
Inventory	(266)		(146)
Other	(130)		(82)
Total gross deferred tax liabilities	(3,750)		(3,227)
Total net deferred tax liability (a)	$	(1,561)	$	(970)

(a) $6 million and $20 million of the balance as of January 29, 2022, and January 30, 2021, respectively, is included in Other Noncurrent Assets.

We file a U.S. federal income tax return and income tax returns in various states and foreign jurisdictions. The U.S. Internal Revenue Service (IRS) has completed exams on the U.S. federal income tax returns for years 2019 and prior. With few exceptions, we are no longer subject to state and local or non-U.S. income tax examinations by tax authorities for years before 2015.


Reconciliation of Liability for Unrecognized Tax Benefits (millions)	2021		2020		2019
Balance at beginning of period	$	181	$	160	$	300
Additions based on tax positions related to the current year	32		35		28
Additions for tax positions of prior years	11		32		13
Reductions for tax positions of prior years	(95)		(36)		(69)
Settlements	(4)		(10)		(112)
Balance at end of period	$	125	$	181	$	160

If we were to prevail on all unrecognized tax benefits recorded, $67 million of the $125 million reserve would benefit the effective tax rate. In addition, the reversal of accrued interest and penalties would also benefit the effective tax rate. Interest and penalties associated with unrecognized tax benefits are recorded within income tax expense. During 2021, 2020, and 2019, we recorded an expense / (benefit) from accrued interest and penalties of $1 million, $(12) million, and $(2) million, respectively. As of January 29, 2022, January 30, 2021, and February 1, 2020, total accrued interest and penalties were $13 million, $12 million, and $27 million, respectively.

It is reasonably possible that the amount of the unrecognized tax benefits with respect to our other unrecognized tax positions will increase or decrease during the next twelve months; however, an estimate of the amount or range of the change cannot be made at this time.


TARGET CORPORATION						2021 Form 10-K			55


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements

20. Other Noncurrent Liabilities


Other Noncurrent Liabilities (millions)	January 29, 2022		January 30, 2021
Deferred compensation	$	572	$	549
Deferred occupancy income (a)	479		509
Workers' compensation and general liability	350		341
Income and other taxes payable	139		436
Pension benefits	45		57
Other	44		47
Other Noncurrent Liabilities	$	1,629	$	1,939

(a)To be amortized evenly through 2038.

21. Share Repurchase

We periodically repurchase shares of our common stock under a board-authorized repurchase program through a combination of open market transactions, accelerated share repurchase arrangements, and other privately negotiated transactions with financial institutions.


Share Repurchase Activity (millions, except per share data)	2021		2020		2019
Total number of shares purchased	31.3		5.7		16.0
Average price paid per share	$	230.07	$	107.58	$	95.07
Total investment	$	7,190	$	609	$	1,518

22. Share-Based Compensation

We maintain a long-term incentive plan (the Plan) for key team members and non-employee members of our Board of Directors. The Plan allows us to grant equity-based compensation awards, including stock options, stock appreciation rights, performance share units, restricted stock units, restricted stock awards, or a combination of awards (collectively, share-based awards). The number of unissued common shares reserved for future grants under the Plan was 34.3 million as of January 29, 2022.

Compensation expense associated with share-based awards is recognized on a straight-line basis over the required service period and reflects estimated forfeitures. Share-based compensation expense recognized in SG&A Expenses was $238 million, $210 million, and $152 million, and the related income tax benefit was $45 million, $39 million, and $27 million, in 2021, 2020, and 2019, respectively.


TARGET CORPORATION						2021 Form 10-K			56


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements

Restricted Stock Units

We issue restricted stock units and performance-based restricted stock units generally with 3-year cliff or 4-year graduated vesting from the grant date (collectively restricted stock units) to certain team members. The final number of shares issued under performance-based restricted stock units is based on our total shareholder return relative to a retail peer group over a 3-year performance period. We also regularly issue restricted stock units to our Board of Directors, which vest quarterly over a 1-year period and are settled in shares of Target common stock upon departure from the Board. The fair value for restricted stock units is calculated based on our stock price on the date of grant, incorporating an analysis of the total shareholder return performance measure where applicable. The weighted average grant date fair value for restricted stock units was $186.98, $110.80, and $80.01 in 2021, 2020, and 2019, respectively.


Restricted Stock Unit Activity	Total Nonvested Units
	Restricted Stock (a)	Grant Date Fair Value (b)
January 30, 2021	4,364	$	88.99
Granted	1,273	186.98
Forfeited	(322)	115.62
Vested	(1,716)	82.31
January 29, 2022	3,599	$	123.74

(a)Represents the number of shares of restricted stock units, in thousands. For performance-based restricted stock units, assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding restricted stock units and performance-based restricted stock units as of January 29, 2022 was 3.58 million.

(b)Weighted average per unit.

The expense recognized each period is partially dependent upon our estimate of the number of shares that will ultimately be issued. As of January 29, 2022, there was $208 million of total unrecognized compensation expense related to restricted stock units, which is expected to be recognized over a weighted average period of 2.5 years. The fair value of restricted stock units vested and converted to shares of Target common stock was $323 million, $151 million, and $89 million in 2021, 2020, and 2019, respectively.

Performance Share Units

We issue performance share units to certain team members that represent shares potentially issuable in the future. Issuance is based upon our performance, generally relative to a retail peer group, over a 3-year or 4-year performance period on certain measures primarily including sales growth, after-tax return on invested capital, and earnings per share growth. The fair value of performance share units is calculated based on our stock price on the date of grant. The weighted average grant date fair value for performance share units was $179.58, $106.00, and $86.81 in 2021, 2020, and 2019, respectively.


Performance Share Unit Activity	Total Nonvested Units
	Performance Share Units (a)	Grant Date Fair Value (b)
January 30, 2021	2,788	$	87.93
Granted	384	179.58
Forfeited	(296)	107.99
Vested	(619)	72.05
January 29, 2022	2,257	$	111.82

(a)Represents the number of performance share units, in thousands. Assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding performance share units as of January 29, 2022 was 2.05 million.

(b)Weighted average per unit.


TARGET CORPORATION						2021 Form 10-K			57


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements

The expense recognized each period is partially dependent upon our estimate of the number of shares that will ultimately be issued. Future compensation expense for unvested awards could reach a maximum of $67 million assuming payout of all unvested awards. The unrecognized expense is expected to be recognized over a weighted average period of 1.2 years. The fair value of performance share units vested and converted to shares of Target common stock was $127 million, $82 million, and $50 million in 2021, 2020, and 2019, respectively.

Stock Options

In the past, we granted stock options to certain team members. All outstanding stock options are vested and currently exercisable.


Stock Option Activity	Stock Options
	Total Outstanding & Exercisable
	Number of Options (a)	Exercise Price (b)		Intrinsic Value (c)
January 30, 2021	467	$	55.81	$	59
Granted	—	—
Expired/forfeited	—	—
Exercised/issued	(257)	53.88
January 29, 2022	210	$	58.17	$	33

(a)In thousands.

(b)Weighted average per share.

(c)Represents stock price appreciation subsequent to the grant date, in millions.


Stock Option Exercises (millions)	2021		2020		2019
Cash received for exercise price	$	8	$	23	$	73
Intrinsic value	45		161		59
Income tax benefit	11		41		15

As of January 29, 2022, there was no unrecognized compensation expense related to stock options. The weighted average remaining life of exercisable and outstanding options is 1.7 years.

23. Defined Contribution Plans

Team members who meet eligibility requirements can participate in a defined contribution 401(k) plan by investing up to 80 percent of their eligible earnings, as limited by statute or regulation. We match 100 percent of each team member's contribution up to 5 percent of eligible earnings. Company match contributions are made to funds designated by the participant, none of which are based on Target common stock.

In addition, we maintain an unfunded, nonqualified deferred compensation plan for a broad management group whose participation in our 401(k) plan is limited by statute or regulation. These team members choose from a menu of crediting rate alternatives that are generally the same as the investment choices in our 401(k) plan, but also includes a fund based on Target common stock. We credit an additional 2 percent per year to the accounts of all active participants, excluding executive officers, in part to recognize the risks inherent to their participation in this plan. We also maintain a frozen, unfunded, nonqualified deferred compensation plan covering less than 50 participants. Our total liability under these plans was $632 million and $602 million as of January 29, 2022, and January 30, 2021, respectively.

We mitigate our risk of offering the nonqualified plans through investing in company-owned life insurance and prepaid forward contracts that substantially offset our economic exposure to the returns of these plans. These investments are general corporate assets and are marked to market with the related gains and losses recognized in the Consolidated Statements of Operations in the period they occur.


TARGET CORPORATION						2021 Form 10-K			58


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements


Plan Expenses
(millions)	2021		2020		2019
401(k) plan matching contributions expense	$	307	$	281	$	237


Nonqualified deferred compensation plans
Benefits expense	$	59	$	86	$	80
Related investment (income) / expense	(27)		(58)		(53)
Nonqualified plans net expense	$	32	$	28	$	27

24. Pension Plans

We have a U.S. qualified defined benefit pension plan covering team members who meet eligibility requirements. This plan is closed to new participants. Active participants accrue benefits under a final average pay feature or a cash balance feature. We also have unfunded, nonqualified pension plans for team members with qualified plan compensation restrictions, as well as international plans. Eligibility and the level of benefits under all plans vary depending on each team member's full-time or part-time status, date of hire, age, length of service, and/or compensation.


Funded Status	Qualified Plan				Nonqualified and International Plans
(millions)	2021		2020		2021		2020
Projected benefit obligations	$	4,305	$	4,594	$	72	$	74
Fair value of plan assets	4,433		4,588		16		11
Funded / (underfunded) status	$	128	$	(6)	$	(56)	$	(63)

Contributions and Estimated Future Benefit Payments

Our obligations to plan participants can be met over time through a combination of company contributions to these plans and earnings on plan assets. We are not required to make any contributions to our qualified defined benefit pension plan in 2022. However, depending on investment performance and plan funded status, we may elect to make a contribution.


Estimated Future Benefit Payments (millions)	Pension Benefits
2022	$	305
2023	229
2024	237
2025	246
2026	250
2027 - 2031	1,322


TARGET CORPORATION						2021 Form 10-K			59


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements

Cost of Plans


Net Pension Benefits Expense
(millions)	Classification	2021		2020		2019
Service cost benefits earned	SG&A Expenses	$	100	$	103	$	93
Interest cost on projected benefit obligation	Net Other (Income) / Expense	96		118		149
Expected return on assets	Net Other (Income) / Expense	(238)		(242)		(248)
Amortization of losses	Net Other (Income) / Expense	113		127		62
Amortization of prior service cost	Net Other (Income) / Expense	—		(11)		(11)
Settlement charges	Net Other (Income) / Expense	—		1		1
Total		$	71	$	96	$	46

Assumptions


Benefit Obligation Weighted Average Assumptions	2021		2020
Discount rate	3.30	%	2.84	%
Average assumed rate of compensation increase	3.00		3.00
Cash balance plan interest crediting rate	4.64		4.64


Net Periodic Benefit Expense Weighted Average Assumptions	2021		2020		2019
Discount rate	2.84	%	3.13	%	4.28	%
Expected long-term rate of return on plan assets	5.80		6.10		6.30
Average assumed rate of compensation increase	3.00		3.00		3.00
Cash balance plan interest crediting rate	4.64		4.64		4.64

The weighted average assumptions used to measure net periodic benefit expense each year are the rates as of the beginning of the year (i.e., the prior measurement date). Our most recent compound annual rate of return on qualified plan assets was 9.3 percent, 8.2 percent, 6.8 percent, and 7.5 percent for the 5-year, 10-year, 15-year, and 20-year time periods, respectively.

The market-related value of plan assets is used in calculating the expected return on assets. Historical differences between expected and actual returns are deferred and recognized in the market-related value over a 5-year period from the year in which they occur.

We review the expected long-term rate of return annually and revise it as appropriate. Additionally, we monitor the mix of investments in our portfolio to ensure alignment with our long-term strategy to manage pension cost and reduce volatility in our assets. Our 2021 expected annualized long-term rate of return assumptions were 6.5 percent for domestic equity securities, 7.5 percent for international equity securities, 2.5 percent for long-duration debt securities, 7.0 percent for diversified funds, and 7.5 percent for other investments. These estimates are a judgmental matter in which we consider the composition of our asset portfolio, our historical long-term investment performance, and current market conditions.


TARGET CORPORATION						2021 Form 10-K			60


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements

Benefit Obligation


Change in Projected Benefit Obligation	Qualified Plan				Nonqualified and International Plans
(millions)	2021		2020		2021		2020
Benefit obligation at beginning of period	$	4,594	$	4,492	$	74	$	66
Service cost	94		97		6		6
Interest cost	95		117		1		1
Actuarial (gain) / loss (a)	(247)		144		(4)		7
Participant contributions	5		7		—		—
Benefits paid	(236)		(263)		(5)		(6)


Benefit obligation at end of period (b)	$	4,305	$	4,594	$	72	$	74

(a)The actuarial (gain) / loss was primarily driven by changes in the weighted average discount rate.

(b)Accumulated benefit obligation—the present value of benefits earned to date assuming no future salary growth—is materially consistent with the projected benefit obligation in each period presented.

Plan Assets


Change in Plan Assets	Qualified Plan				Nonqualified and International Plans
(millions)	2021		2020		2021		2020
Fair value of plan assets at beginning of period	$	4,588	$	4,430	$	11	$	11
Actual return on plan assets	76		414		—		2
Employer contributions	—		—		10		4
Participant contributions	5		7		—		—
Benefits paid	(236)		(263)		(5)		(6)
Fair value of plan assets at end of period	$	4,433	$	4,588	$	16	$	11

Our asset allocation policy is designed to reduce the long-term cost of funding our pension obligations. The plan invests with both passive and active investment managers depending on the investment. The plan also seeks to reduce the risk associated with adverse movements in interest rates by employing an interest rate hedging program, which includes the use of derivative instruments.


Asset Category	Current Targeted Allocation		Actual Allocation
			2021		2020
Domestic equity securities (a)	12	%	12	%	16	%
International equity securities	8		8		10
Debt securities	50		50		44
Diversified funds	25		25		25
Other (b)	5		5		5
Total	100	%	100	%	100	%

(a)Equity securities include our common stock in amounts substantially less than 1 percent of total plan assets in both periods presented.

(b)Other assets include private equity, mezzanine and high-yield debt, natural resources and timberland funds, derivative instruments, and real estate.


TARGET CORPORATION						2021 Form 10-K			61


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Financial Statements


Fair Value Measurements		Fair Value at
(millions)	Measurement Level	January 31, 2022		January 31, 2021
Cash and cash equivalents	Level 1	$	8	$	19
Derivatives	Level 2	(9)		(5)
Government securities (a)	Level 2	740		516
Fixed income (b)	Level 2	1,447		1,424
		2,186		1,954
Investments valued using NAV per share (c)
Fixed income		10		68
Private equity funds		68		73
Cash and cash equivalents		100		115
Common collective trusts		860		1,122
Diversified funds		1,105		1,165
Other		120		102
Total plan assets		$	4,449	$	4,599

(a)Investments in government securities and long-term government bonds.

(b)Investments in corporate and municipal bonds.

(c)Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position.


Position						Valuation Technique
Cash and cash equivalents						Carrying value approximates fair value.
Derivatives						Swap derivatives - Valuations are based on observable inputs to the valuation model (e.g., interest rates and credit spreads). Model inputs are changed only when corroborated by market data. A credit risk adjustment is made on each swap using observable market credit spreads. Option derivatives - Initially valued at transaction price. Subsequent valuations are based on observable inputs to the valuation model (e.g., underlying investments).
Government securities and fixed income						Valued using matrix pricing models and quoted prices of securities with similar characteristics.

Amounts Included in Shareholders' Investment


Amounts in Accumulated Other Comprehensive Loss
(millions)	2021		2020
Net actuarial loss	$	783	$	987
Prior service credits	—		(2)
Amounts in Accumulated Other Comprehensive Loss (a)	$	783	$	985

(a)$583 million and $735 million, net of tax, at the end of 2021 and 2020, respectively.


TARGET CORPORATION						2021 Form 10-K			62


			FINANCIAL STATEMENTS & SUPPLEMENTAL INFORMATION			Table of Contents
			NOTES			Index to Financial Statements

25. Accumulated Other Comprehensive Loss


Change in Accumulated Other Comprehensive Loss (millions)	Cash Flow Hedges			Currency Translation Adjustment		Pension			Total
January 30, 2021	$	(3)		$	(18)	$	(735)		$	(756)
Other comprehensive income / (loss) before reclassifications, net of tax	52			(1)		69			120
Amounts reclassified from AOCI, net of tax	—		(a)	—		83		(b)	83
January 29, 2022	$	49		$	(19)	$	(583)		$	(553)

(a)Represents amortization of gains and losses on cash flow hedges, net of taxes, which is recorded in Net Interest Expense.

(b)Represents amortization of pension gains and losses, net of $29 million of taxes, which is recorded in Net Other (Income) / Expense. See Note 24 for additional information.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, the following changes materially affected, or are reasonably likely to materially affect, our internal control over financial reporting:

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

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

Evaluation of Disclosure Controls and Procedures

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

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 Data.

Item 9B. Other Information

Not applicable.


TARGET CORPORATION						2021 Form 10-K			63


			SUPPLEMENTAL INFORMATION			Table of Contents
						Index to Financial Statements

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.


TARGET CORPORATION						2021 Form 10-K			64


			SUPPLEMENTAL INFORMATION			Table of Contents
						Index to Financial Statements

PART III

Certain information required by Part III is incorporated by reference from Target's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June 8, 2022 (our Proxy Statement). Except for those portions specifically incorporated in this Form 10-K by reference to the Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this Form 10-K.

Item 10. Directors, Executive Officers and Corporate Governance

The following sections of the Proxy Statement are incorporated herein by reference:

•Item one--Election of directors

•General information about corporate governance and the Board--

◦Business ethics and conduct

◦Committees

•Questions and answers about the 2022 Annual Meeting—Access to information—Question 15

See also Part I, Item 4A, Executive Officers of this Form 10-K.

Item 11. Executive Compensation

The following sections of the Proxy Statement are incorporated herein by reference:

•Compensation Discussion and Analysis

•Compensation tables

•Compensation & Human Capital Management Committee Report

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following sections of the Proxy Statement are incorporated herein by reference:

•Stock ownership information--

◦Beneficial ownership of directors and officers

◦Beneficial ownership of Target’s largest shareholders

•Compensation tables--Equity compensation plan information

Item 13. Certain Relationships and Related Transactions, and Director Independence

The following sections of the Proxy Statement are incorporated herein by reference:

•General information about corporate governance and the Board--

◦Policy on transactions with related persons

◦Director independence

◦Committees

Item 14. Principal Accountant Fees and Services

The following section of the Proxy Statement is incorporated herein by reference:

•Item two-- Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm--audit and non-audit fees


TARGET CORPORATION						2021 Form 10-K			65


			SUPPLEMENTAL INFORMATION			Table of Contents
						Index to Financial Statements

PART IV

Item 15. Exhibits, Financial Statement Schedules

The following information required under this item is filed as part of this report:

a) Financial Statements

•Consolidated Statements of Operations for the Years Ended January 29, 2022, January 30, 2021, and February 1, 2020

•Consolidated Statements of Comprehensive Income for the Years Ended January 29, 2022, January 30, 2021, and February 1, 2020

•Consolidated Statements of Financial Position as of January 29, 2022, and January 30, 2021

•Consolidated Statements of Cash Flows for the Years Ended January 29, 2022, January 30, 2021, and February 1, 2020

•Consolidated Statements of Shareholders' Investment for the Years Ended January 29, 2022, January 30, 2021, and February 1, 2020

•Notes to Consolidated Financial Statements

•Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (PCAOB ID: 42)


Financial Statement Schedules

None.

Other schedules have not been included either because they are not applicable or because the information is included elsewhere in this Report.


TARGET CORPORATION						2021 Form 10-K			66


			SUPPLEMENTAL INFORMATION			Table of Contents
						Index to Financial Statements

b) Exhibits


(3)A		Amended and Restated Articles of Incorporation (as amended through June 9, 2010) (1)
B		Bylaws (as amended through March 27, 2020) (2)
(4)A		Indenture, dated as of August 4, 2000 between Target Corporation and Bank One Trust Company, N.A. (3)
B		First Supplemental Indenture dated as of May 1, 2007 to Indenture dated as of August 4, 2000 between Target Corporation and The Bank of New York Trust Company, N.A. (as successor in interest to Bank One Trust Company N.A.) (4)
C		Target agrees to furnish to the Commission on request copies of other instruments with respect to long-term debt.
D		Description of Securities (5)
(10)A	*	Target Corporation Executive Officer Cash Incentive Plan (6)
B	*	Target Corporation Long-Term Incentive Plan (as amended and restated effective June 8, 2011) (7)
C	*	Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (as amended and restated effective September 1, 2017) (8)
D	*	Target Corporation 2020 Long-Term Incentive Plan (9)
E	*	Target Corporation SPP I (2016 Plan Statement) (as amended and restated effective April 3, 2016) (10)
F	*	Target Corporation SPP II (2016 Plan Statement) (as amended and restated effective April 3, 2016) (11)
G	*	Target Corporation SPP III (2014 Plan Statement) (as amended and restated effective January 1, 2014) (12)
H	*	Amendment to Target Corporation SPP III (2014 Plan Statement) (effective April 3, 2016) (13)
I	*	Target Corporation Officer Deferred Compensation Plan (as amended and restated effective June 8, 2011) (14)
J	*	Target Corporation Officer EDCP (2021 Plan Statement) (as amended and restated effective January 1, 2021) (15)
K	*	Target Corporation Deferred Compensation Plan Directors (16)
L	*	Target Corporation DDCP (2022 Plan Statement) (as amended and restated effective January 1, 2022) (17)
M	*	Target Corporation Officer Income Continuation Plan (as amended and restated effective September 1, 2017) (18)
N	*	Target Corporation Executive Excess Long Term Disability Plan (as restated effective January 1, 2010) (19)
O	*	Director Retirement Program (20)
P	*	Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (21)
Q	*	Amendment dated June 8, 2011 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (22)
R	*	Amendment dated October 25, 2017 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (23)
S	*	Amendment dated December 18, 2020 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (24)
T	*	Form of Amended and Restated Executive Non-Qualified Stock Option Agreement (25)
U	*	Form of Restricted Stock Unit Agreement
V	*	Form of Performance-Based Restricted Stock Unit Agreement (26)
W	*	Form of Performance Share Unit Agreement (27)
X	*	Form of Price-Vested Stock Option Agreement (28)
Y	*	Form of Non-Employee Director Non-Qualified Stock Option Agreement (29)
Z	*	Form of Non-Employee Director Restricted Stock Unit Agreement (30)
AA	*	Form of Cash Retention Award (31)


TARGET CORPORATION						2021 Form 10-K			67


			SUPPLEMENTAL INFORMATION			Table of Contents
						Index to Financial Statements


BB	*	Aircraft Time Sharing Agreement as of March 13, 2015 among Target Corporation and Brian C. Cornell (32)
CC	*	Transition Agreement dated January 7, 2019 (33)
DD		Five-Year Credit Agreement dated as of October 18 , 20 21 among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein (34)
EE	‡	Credit Card Program Agreement dated October 22, 2012 among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A. (35)
FF	‡	First Amendment dated February 24, 2015 to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A. (36)
GG	†	Second Amendment dated November 19, 2019 to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A. (37)
HH	‡	Pharmacy Operating Agreement dated December 16, 2015 between Target Corporation and CVS Pharmacy, Inc. (38)
II	‡	First Amendment dated November 30, 2016 to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc. (39)
JJ		Second Amendment dated January 9, 2018 to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc. (40)
(21)		List of Subsidiaries
(23)		Consent of Independent Registered Public Accounting Firm
(24)		Powers of Attorney
(31)A		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(31)B		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)A		Certification of the Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(32)B		Certification of the Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Copies of exhibits will be furnished upon written request and payment of Registrant's reasonable expenses in furnishing the exhibits.

_____________________________________________________________________

‡ Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

† Certain portions of this exhibit are confidential and have been omitted pursuant to Item 601(b)(10) of Regulation S-K. Target agrees to supplementally furnish to the Securities and Exchange Commission a copy of such omissions upon request.

* Management contract or compensation plan or arrangement required to be filed as an exhibit to this Form 10-K.

(1)Incorporated by reference to Exhibit (3)A to Target's Form 8-K Report filed June 10, 2010.

(2)Incorporated by reference to Exhibit (3)B to Target's Form 8-K Report filed April 2, 2020.

(3)Incorporated by reference to Exhibit 4.1 to Target's Form 8-K Report filed August 10, 2000.

(4)Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K Report filed May 1, 2007.

(5)Incorporated by reference to Exhibit (4)D to Target's Form 10-K Report for the year ended January 30, 2021.

(6)Incorporated by reference to Exhibit (10)A to Target's Form 10-K Report for the year ended January 30, 2021.

(7)Incorporated by reference to Exhibit (10)B to Target's Form 10-Q Report for the quarter ended July 30, 2011

(8)Incorporated by reference to Exhibit (10)C to Target's Form 10-Q Report for the quarter ended July 29, 2017.

(9)Incorporated by reference to Exhibit (10)D to Target's Form 8-K Report filed June 11, 2020.


TARGET CORPORATION						2021 Form 10-K			68


			SUPPLEMENTAL INFORMATION			Table of Contents
						Index to Financial Statements

(10)Incorporated by reference to Exhibit (10)C to Target's Form 10-Q Report for the quarter ended April 30, 2016.

(11)Incorporated by reference to Exhibit (10)D to Target's Form 10-Q Report for the quarter ended April 30, 2016.

(12)Incorporated by reference to Exhibit (10)E to Form 10-K Report for the year ended February 1, 2014.

(13)Incorporated by reference to Exhibit (10)NN to Target's Form 10-Q Report for the quarter ended April 30, 2016.

(14)Incorporated by reference to Exhibit (10)F to Target's Form 10-Q Report for the quarter ended July 30, 2011.

(15)Incorporated by reference to Exhibit (10)J toTarget's Form 10-K Report for the year ended January 30, 2021.

(16)Incorporated by reference to Exhibit (10)I to Target's Form 10-K Report for the year ended February 3, 2007.

(17)Incorporated by reference to Exhibit (10)L to Target's Form 10-Q Report for the quarter ended October 30, 2021.

(18)Incorporated by reference to Exhibit (10)L to Target's Form 10-Q Report for the quarter ended July 29, 2017.

(19)Incorporated by reference to Exhibit (10)A to Target's Form 10-Q Report for the quarter ended October 30, 2010.

(20)Incorporated by reference to Exhibit (10)O to Target's Form 10-K Report for the year ended January 29, 2005.

(21)Incorporated by reference to Exhibit (10)O to Target's Form 10-K Report for the year ended January 31, 2009.

(22)Incorporated by reference to Exhibit (10)AA to Target's Form 10-Q Report for the quarter ended July 30, 2011.

(23)Incorporated by reference to Exhibit (10)MM to Target's Form 10-Q Report for the quarter ended October 28, 2017.

(24)Incorporated by reference to Exhibit (10)S to Target's Form 10-K Report for the year ended January 30, 2021.

(25)Incorporated by reference to Exhibit (10)V to Target's Form 10-K Report for the year ended January 31, 2015.

(26)Incorporated by reference to Exhibit (10)V to Target's Form 10-K Report for the year ended January 30, 2021.

(27)Incorporated by reference to Exhibit (10)W to Target's Form 10-K Report for the year ended January 30, 2021.

(28)Incorporated by reference to Exhibit (10)JJ to Target's Form 10-Q Report for the quarter ended April 29, 2017.

(29)Incorporated by reference to Exhibit (10)EE to Target's Form 8-K Report filed January 11, 2012.

(30)Incorporated by reference to Exhibit (10)Y to Target's Form 10-Q Report for the quarter ended August 1, 2020.

(31)Incorporated by reference to Exhibit (10)W to Target's Form 10-K Report for the year ended February 2, 2013.

(32)Incorporated by reference to Exhibit (10)HH to Target's Form 10-K Report for the year ended January 31, 2015.

(33)Incorporated by reference to Exhibit (10)A to Target's Form 8-K Report filed January 10, 2019.

(34)Incorporated by reference to Exhibit (10)DD to Target's Form 10-Q Report for the quarter ended October 30, 2021.

(35)Incorporated by reference to Exhibit (10)X to Target's Form 10-Q/A Report for the quarter ended May 4, 2013.

(36)Incorporated by reference to Exhibit (10)II to Target's Form 10-Q Report for the quarter ended May 2, 2015.

(37)Incorporated by reference to Exhibit (10)HH to Target's Form 10-K Report for the year ended February 1, 2020.

(38)Incorporated by reference to Exhibit (10)KK to Target's Form 10-K Report for the year ended January 30, 2016.

(39)Incorporated by reference to Exhibit (10)CC to Target's Form 10-K Report for the year ended January 28, 2017.

(40)Incorporated by reference to Exhibit (10)HH to Target's Form 10-K Report for the year ended February 3, 2018.

Item 16. Form 10-K Summary

Not applicable.


TARGET CORPORATION						2021 Form 10-K			69


			SUPPLEMENTAL INFORMATION			Table of Contents
						Index to Financial Statements

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Target has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	TARGET CORPORATION

	By:	/s/ Michael J. Fiddelke
Date: March 9, 2022		Michael J. Fiddelke Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of Target and in the capacities and on the dates indicated.



			/s/ Brian C. Cornell
Date: March 9, 2022			Brian C. Cornell Chairman of the Board and Chief Executive Officer



			/s/ Michael J. Fiddelke
Date: March 9, 2022			Michael J. Fiddelke Executive Vice President and Chief Financial Officer



			/s/ Robert M. Harrison
Date: March 9, 2022			Robert M. Harrison Senior Vice President, Chief Accounting Officer and Controller

DAVID P. ABNEY
DOUGLAS M. BAKER, JR.
GEORGE S. BARRETT
GAIL K. BOUDREAUX
ROBERT L. EDWARDS
MELANIE L. HEALEY

DONALD R. KNAUSS
CHRISTINE A. LEAHY
MONICA C. LOZANO
MARY E. MINNICK
DERICA W. RICE
DMITRI L. STOCKTON

Constituting a majority of the Board of Directors

Michael J. Fiddelke, by signing his name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the Directors named, filed with the Securities and Exchange Commission on behalf of such Directors, all in the capacities and on the date stated.



	By:	/s/ Michael J. Fiddelke
Date: March 9, 2022		Michael J. Fiddelke Attorney-in-fact


TARGET CORPORATION						2021 Form 10-K			70

Exhibit 10(U)

Target Corporation 2020 Long-Term Incentive Plan

RESTRICTED STOCK UNIT AGREEMENT

(Officer)

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made in Minneapolis, Minnesota as of the date of grant (the “Grant Date”) set forth in the award letter (the “Award Letter”) by and between the Company and the person (the “Team Member”) identified in the Award Letter. This award (the “Award”) of Restricted Stock Units (“RSUs”), provided to you as a Service Provider, is being issued under the Target Corporation 2020 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions.

1. Definitions. Except as otherwise provided in this Agreement, the defined terms used in this Agreement shall have the same meaning as in the Plan. The term “Committee” shall also include those persons to whom authority has been delegated under the Plan.

2. Grant of RSUs. Subject to the relevant terms of the Plan and this Agreement, as of the Grant Date, the Company has granted the Team Member the number of RSUs set forth in the Award Letter.

3. Vesting Schedule.

(a) Subject to Section 3(b), [XX] of the Shares issuable under the RSUs shall vest on the first anniversary of the Grant Date and on each succeeding anniversary of the Grant Date until all of the Shares have been issued (after the [XX] anniversary of the Grant Date).

(b) Notwithstanding Section 3(a), the Shares issuable under the RSUs shall vest on the earlier of: (i) the date that the conditions for an Accelerated Vesting Event set forth in Section 4 are satisfied, in which case, all of the outstanding unvested RSUs shall become vested; or (ii) as specified in Section 5.

(c) Each date of vesting is referred to as a “Vesting Date”. All vested RSUs shall be paid out as provided in Section 10, in accordance with and subject to any restrictions set forth in this Agreement, the Plan or any Release Agreement that the Team Member may be required to enter pursuant to Sections 4 or 5. “Release Agreement” means an agreement containing a release of claims, a covenant not to engage in competitive employment, and/or other provisions deemed appropriate by the Committee in its sole discretion.

4. Accelerated Vesting Events. Upon the occurrence of one of the following events (each, an “Accelerated Vesting Event”), the outstanding unvested RSUs subject to this Agreement shall vest as provided below:

(a) Retirement. If the Retirement Conditions are satisfied, any outstanding unvested RSUs shall vest in full as of the date the last of the Retirement Conditions is satisfied, as applicable. The “Retirement Conditions” are: (i) the Team Member attaining age 55 and completing at least 5 years of Service (which 5 years need not be continuous) on or prior to the Team Member’s (1) voluntary termination of Service, or (2) termination of Service resulting from the Company’s elimination of the Team Member’s position (“Position Elimination”), (ii) the Company receiving a valid unrevoked Release Agreement from the Team Member, and (iii) the Team Member commencing discussions with the Company’s Chief Executive Officer or most senior human resources executive regarding the Team Member’s consideration of termination at least six months prior to the Team Member’s voluntary termination of Service. The Company, in its sole discretion, determines the cause of a Team Member’s termination of Service, including whether the requirements of Section 4(a)(i)(1) or 4(a)(i)(2) have been satisfied. If the Company determines a Team Member not affected by a Position Elimination received a separation agreement, such Team Member will not satisfy the requirements of Section 4(a)(i)(1).

(b) Death. In the case of the Team Member’s death prior to the Team Member’s termination of Service, any outstanding unvested RSUs shall vest in full as of the date of the Team Member’s death.

(c) Disability. In the case of the Team Member’s Disability prior to the Team Member’s termination of Service, any outstanding unvested RSUs shall vest in full as of the date of the Team Member’s Disability.

5. Change in Control. If a Change in Control occurs and the Award is assumed or replaced pursuant to Section 11(b)(1) of the Plan, the Award will continue to be subject to the Vesting Schedule provided in Section 3. Notwithstanding the foregoing, if within two years after a Change in Control and prior to the [XX] anniversary of the Grant Date, the Team Member’s Service terminates voluntarily by the Team Member for Good Reason or involuntarily without Cause, and provided that the Company has received a valid unrevoked Release Agreement from the Team Member, then any outstanding unvested RSUs subject to this Agreement shall vest in full as of the date of the Team Member’s termination of Service.

6. Cause. Notwithstanding any other provisions of this Agreement to the contrary, if the Committee concludes, in its sole discretion, that the Team Member’s Service was terminated in whole or in part for Cause, all of the RSUs subject to the Award that have not previously been converted to Shares shall terminate immediately and the Team Member shall have no rights hereunder.

7. Other Termination; Changes of Service. If at any time prior to the [XX] anniversary of the Grant Date the Team Member’s Service is terminated for Cause or for any reason not meeting all applicable conditions in Sections 4 or 5, all of the outstanding unvested

RSUs subject to the Award shall terminate effective as of the date of termination of Service and the Team Member shall have no rights hereunder. Service shall not be deemed terminated in the case of (a) any approved leave of absence, or (b) transfers among the Company and any Subsidiaries in the same Service Provider capacity; however, a termination of Service shall occur if (i) the relationship the Team Member had with the Company or a Subsidiary at the Grant Date terminates, even if the Team Member continues in another Service Provider capacity with the Company or a Subsidiary, or (ii) the Team Member experiences a “separation from service” within the meaning of Code Section 409A.

8. Restrictive Covenant. By accepting the Award, the Team Member specifically agrees to the restrictive covenant contained in this Section 8 (the “Restrictive Covenant”) and the Team Member agrees that the Restrictive Covenant and the remedies described herein are reasonable and necessary to protect the legitimate interests of the Company.

(a) Non-Solicitation. The Team Member agrees that for the period beginning on the Grant Date and ending on the date that is one year following the Team Member’s termination of Service, the Team Member will not recruit for employment directly or indirectly, any employee of the Company with whom the Team Member worked, or about whom the Team Member possesses any Company personnel information.

(b) Remedies. The Team Member agrees that immediate irreparable damage will result to Company if the Team Member breaches the Restrictive Covenant set forth in this Agreement. Therefore, in the event the Team Member breaches this Agreement, whether directly or indirectly, the Team Member consents to specific enforcement of this Agreement through an injunction or restraining order. Injunctive relief shall be awarded in addition to any other remedies or damages available at law or in equity. The Team Member specifically agrees that the Company is entitled to the attorneys’ fees and expenses the Company incurs to enforce this Agreement, and that the Team Member is responsible for paying the Company’s costs and attorneys’ fees incurred as a result of enforcing any provisions of this Agreement.

(c) Recovery. Notwithstanding any other provisions of this Agreement to the contrary, if the Committee concludes, in its sole discretion, that the Team Member has breached the Restrictive Covenant, the Company may take one or more of the following actions with respect to the Award:

(i) immediately terminate all of the RSUs subject to the Award that have not previously been converted to Shares, and the Team Member shall have no rights hereunder; and

(ii) require repayment of all or any portion of the amounts realized or received by the Team Member resulting from the conversion of RSUs to Shares or the sale of Shares related to the Award.

9. Dividend Equivalents. The Team Member shall have the right to receive additional RSUs with a value equal to the regular cash dividend paid on one Share for each

RSU held pursuant to this Agreement prior to the conversion of RSUs and issuance of Shares pursuant to Section 10. The number of additional RSUs to be received as dividend equivalents for each RSU held shall be determined by dividing the cash dividend per share by the Fair Market Value of one Share on the dividend payment date; provided, however, that for purposes of avoiding the issuance of fractional RSUs, on each dividend payment date the additional RSUs issued as dividend equivalents shall be rounded up to the nearest whole number. All such additional RSUs received as dividend equivalents shall be subject to forfeiture in the same manner and to the same extent as the original RSUs granted hereby, and shall be converted into Shares on the basis and at the time set forth in Section 10 hereof.

10. Conversion of RSUs and Issuance of Shares.

(a) Timing. Vested RSUs shall be converted to Shares and shall be issued within 90 days following the earliest to occur of (i) each anniversary of the Grant Date, (ii) the Team Member’s “separation from service” as such term is defined for purposes of Code Section 409A, (iii) the Team Member’s death, or (iv) the Team Member’s Disability (as determined by the Committee in its sole discretion, provided such determination complies with the definition of disability under Code Section 409A).

(b) Limitation for Specified Employees. If any Shares shall be issuable with respect to the RSUs as a result of the Team Member’s “separation from service” at such time as the Team Member is a “specified employee” within the meaning of Code Section 409A, then no Shares shall be issued, except as permitted under Code Section 409A, prior to the first business day after the earlier of (i) the date that is six months after the Team Member’s “separation from service”, or (ii) the Team Member’s death.

(c) Unvested RSUs. All of the RSUs subject to the Award that are unvested as of the time the vested RSUs are converted and Shares are issued under Section 10(a)(ii) shall terminate immediately and the Team Member shall have no rights hereunder with respect to those unvested RSUs.

(d) Code Section 409A. The Committee in its sole discretion may accelerate or delay the distribution of any payment under this Agreement to the extent allowed or required under Code Section 409A. Payment of amounts under this Agreement are intended to comply with the requirements of Code Section 409A and this Agreement shall in all respects be administered and construed to give effect to such intent.

11. Taxes. The Team Member acknowledges that (a) the ultimate liability for any and all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) legally due by him or her is and remains the Team Member’s responsibility and may exceed the amount actually withheld by the Company and/or a Subsidiary to which the Team Member is providing Service (the “Service Recipient”) and (b) the Company and/or the Service Recipient or a former Service Recipient, as applicable, (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the

grant, vesting and/or conversion of the RSUs and issuance of Shares; (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Team Member’s liability for Tax-Related Items; (iii) may be required to withhold or account for Tax-Related Items in more than one jurisdiction if the Team Member has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event; and (iv) may refuse to deliver the Shares to the Team Member if he or she fails to comply with his or her obligations in connection with the Tax-Related Items as provided in this Section.

The Team Member authorizes and consents to the Company and/or the Service Recipient, or their respective agents, satisfying all applicable Tax-Related Items which the Company reasonably determines are legally payable by him or her by withholding from the Shares that would otherwise be delivered to the Team Member the highest number of whole Shares that the Company determines has a value less than or equal to the aggregate applicable Tax-Related Items. In lieu thereof, the Team Member may elect at the time of conversion of the RSUs such other then-permitted method or combination of methods established by the Company and/or the Service Recipient to satisfy the Team Member’s Tax-Related Items.

12. Limitations on Transfer. The Award shall not be sold, assigned, transferred, exchanged or encumbered by the Team Member other than pursuant to the terms of the Plan.

13. Recoupment Provision. In the event of intentional misconduct of the Team Member that causes the Company material financial or material reputational harm, or contributes to a restatement of the Company’s consolidated financial statements, the Company may take one or more of the following actions with respect to the Award, as determined by the Compensation & Human Capital Management Committee of the Board in its sole discretion, and the Team Member shall be bound by such determination:

(a) cancel all or a portion of the RSUs, whether vested or unvested, including any dividend equivalents related to the Award; and

(b) require repayment of all or any portion of the amounts realized or received by the Team Member resulting from the conversion of RSUs to Shares or the sale of Shares related to the Award.

The term “restatement” shall mean the result of revising financial statements previously filed with the Securities and Exchange Commission to reflect the correction of an error. The term “intentional misconduct” shall be limited to conduct that the Compensation & Human Capital Management Committee or its delegate determines indicates an intentional violation of law, an intentional violation of the Company’s Code of Ethics (or any successor or replacement code of conduct for employees), or an intentional violation of a significant ethics or compliance policy of the Company, but shall not include good faith errors in judgment made by the Team Member.

The Team Member agrees that the Company may setoff any amounts it is entitled to recover under this Section against any amounts owed by the Company to the Team Member under any of the Company’s deferred compensation plans to the extent permitted under Code Section 409A. This Section 13 shall not apply, and no amounts may be recovered hereunder, following a Change in Control.

14. No Employment Rights. Nothing in this Agreement, the Plan or the Award Letter shall confer upon the Team Member any right to continued Service with the Company or any Subsidiary, as applicable, nor shall it interfere with or limit in any way any right of the Company or any Subsidiary, as applicable, to terminate the Team Member’s Service at any time with or without Cause or change the Team Member’s compensation, other benefits, job responsibilities or title provided in compliance with applicable local laws and permitted under the terms of the Team Member’s service contract, if any.

(a) The Team Member’s rights to vest in the RSUs or receive Shares after termination of Service shall be determined pursuant to Sections 3 through 10. Those rights and the Team Member’s date of termination of Service will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar notice period pursuant to local law).

(b) This Agreement, the Plan and the Award Letter are separate from, and shall not form, any part of the contract of Service of the Team Member, or affect any of the rights and obligations arising from the Service relationship between the Team Member and the Company and/or the Service Recipient.

(c) No Service Provider has a right to participate in the Plan. All decisions with respect to future grants, if any, shall be at the sole discretion of the Company and/or the Service Recipient.

(d) The Team Member will have no claim or right of action in respect of any decision, omission or discretion which may operate to the disadvantage of the Team Member.

15. Nature of Grant. In accepting the grant, the Team Member acknowledges, understands, and agrees that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement, and any such modification, amendment, suspension or termination will not constitute a constructive or wrongful dismissal;

(b) the RSUs are extraordinary items and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments;

(c) in no event should the RSUs be considered as compensation for, or relating in any way to, past services for the Company or the Service Recipient, nor are the RSUs or the underlying Shares intended to replace any pension rights or compensation;

(d) the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(e) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Team Member’s participation in the Plan or the RSUs;

(f) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of the Team Member’s Service (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the RSUs to which the Team Member is otherwise not entitled, the Team Member irrevocably (i) agrees never to institute any such claim against the Company or the Service Recipient, (ii) waives the Team Member’s ability, if any, to bring any such claim, and (iii) releases the Company and the Service Recipient from any such claim. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Team Member shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims;

(g) this Agreement is not a condition of the Team Member’s employment or continued employment; and

(h) the Team Member is hereby advised to consult with personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the RSUs or the Plan.

16. Governing Law; Venue; Jurisdiction; Severability. To the extent that federal laws do not otherwise control, this Agreement, the Award Letter, the Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Minnesota without regard to its conflicts-of-law principles and shall be construed accordingly. The exclusive forum and venue for any legal action arising out of or related to this Agreement shall be the United States District Court for the District of Minnesota, and the parties submit to the personal jurisdiction of that court. If neither subject matter nor diversity jurisdiction exists in the United States District Court for the District of Minnesota, then the exclusive forum and venue for any such action shall be the courts of the State of Minnesota located in Hennepin County, and the Team Member, as a condition of this Agreement, consents to the personal jurisdiction of that court. If any provision of this Agreement, the Award Letter or the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, the Award Letter or the Plan, and the Agreement, the Award Letter and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

17. Currencies and Dates. Unless otherwise stated, all dollars specified in this Agreement and the Award Letter shall be in U.S. dollars and all dates specified in this Agreement shall be U.S. dates.

18. Survival. The Team Member agrees that the terms of Sections 8 and 13 shall survive the Team Member’s termination of Service and any conversion of the Award into Shares.

19. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Team Member’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Team Member to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

20. Plan and Award Letter Incorporated by Reference; Electronic Delivery. The Plan, as hereafter amended from time to time, and the Award Letter shall be deemed to be incorporated into this Agreement and are integral parts hereof. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern. This Agreement, the Plan and the Award Letter embody the entire agreement and understanding between the Company and the Team Member pertaining to this grant of RSUs and supersede all prior agreements and understandings (oral or written) between them relating to the subject matter hereof. The Company or a third party designated by the Company may deliver to the Team Member by electronic means any documents related to his or her participation in the Plan. The Team Member acknowledges receipt of a copy of the Plan and the Award Letter.

[End of Agreement]

Exhibit (21)

Target Corporation

(A Minnesota Corporation)

List of Significant Subsidiaries

(As of January 29, 2022)

Target Brands, Inc. (MN)

Target Enterprise, Inc. (MN)

Target General Merchandise, Inc. (MN)

Subsidiaries not included in the list are omitted because, considered in the aggregate as a single subsidiary, they do not constitute a significant subsidiary.

Exhibit (23)

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

•Form S-3ASR No. 333-254130;

•Form S-8 No. 333-30311 pertaining to the Dayton Hudson Corporation Executive Deferred Compensation Plan, the Dayton Hudson Corporation Highly Compensated Capital Accumulation Plan, the Dayton Hudson Corporation SMG Executive Deferred Compensation Plan, and the Dayton Hudson Corporation Director Deferred Compensation Plan;

•Form S-8 No. 333-86373 pertaining to the Dayton Hudson Corporation Long-Term Incentive Plan of 1999;

•Form S-8 Nos. 333-112260 and 333-75782 pertaining to the Dayton Hudson Corporation Highly Compensated Capital Accumulation Plan, Target Corporation Director Deferred Compensation Plan, Target Corporation Executive Deferred Compensation Plan, and the Target Corporation SMG Executive Deferred Compensation Plan;

•Form S-8 No. 333-116096 pertaining to the Target Corporation Long-Term Incentive Plan;

•Form S-8 No. 333-131082 pertaining to the Target Corporation Director Deferred Compensation Plan, Target Corporation Executive Deferred Compensation Plan, and the Target Corporation SMG Executive Deferred Compensation Plan;

•Form S-8 No. 333-174921 pertaining to the Target Corporation 2011 Long-Term Incentive Plan;

•Form S-8 No. 333-205027 pertaining to the Amended and Restated Target Corporation 2011 Long-Term Incentive Plan;

•Form S-8 No. 333-239155 pertaining to the Target Corporation DDCP (2013 Plan Statement), Target Corporation EDCP (2017 Plan Statement), and Target Corporation Officer EDCP (2017 Plan Statement); and

•Form S-8 No. 333-239154 pertaining to the Target Corporation 2020 Long-Term Incentive Plan;

of our reports dated March 9, 2022, with respect to the consolidated financial statements of Target Corporation and the effectiveness of internal control over financial reporting of Target Corporation included in this Annual Report (Form 10-K) of Target Corporation for the year ended January 29, 2022.

/s/ Ernst & Young LLP

Minneapolis, Minnesota

March 9, 2022

Exhibit (24)

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint BRIAN C. CORNELL, MICHAEL J. FIDDELKE, DON H. LIU, DAVID L. DONLIN, ANDREW J. NEUHARTH, JAYNA M. PAQUIN, MINETTE M. LOULA and MARY B. STANLEY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporation’s 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the “SEC”), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4, or 5 pursuant to the 1934 Act, or Forms 144 pursuant to the Securities Act of 1933, as amended (the “1933 Act”), and all related documents, amendments, supplementations and corrections thereto; and (3) one or more Registration Statements, on Form S-3, Form S-8, or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the 1933 Act, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.

The undersigned has executed this Power of Attorney as of the date indicated below.


Signed:			/s/ David P. Abney

Date:			January 18, 2022

Print Name:			David P. Abney

Exhibit (24)

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of the date indicated below.


Signed:			/s/ Douglas M. Baker, Jr.

Date:			January 18, 2022

Print Name:			Douglas M. Baker, Jr.

Exhibit (24)

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of the date indicated below.


Signed:			/s/ George S. Barrett

Date:			February 16, 2022

Print Name:			George S. Barrett

Exhibit (24)

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of the date indicated below.


Signed:			/s/ Gail K. Boudreaux

Date:			February 18, 2022

Print Name:			Gail K. Boudreaux

Exhibit (24)

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint MICHAEL J. FIDDELKE, DON H. LIU, DAVID L. DONLIN, ANDREW J. NEUHARTH, JAYNA M. PAQUIN, MINETTE M. LOULA and MARY B. STANLEY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporation’s 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the “SEC”), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4, or 5 pursuant to the 1934 Act, or Forms 144 pursuant to the Securities Act of 1933, as amended (the “1933 Act”), and all related documents, amendments, supplementations and corrections thereto; and (3) one or more Registration Statements, on Form S-3, Form S-8, or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the 1933 Act, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

The undersigned has executed this Power of Attorney as of the date indicated below.


Signed:			/s/ Brian C. Cornell

Date:			February 17, 2022

Print Name:			Brian C. Cornell

Exhibit (24)

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of the date indicated below.


Signed:			/s/ Robert L. Edwards

Date:			February 9, 2022

Print Name:			Robert L. Edwards

Exhibit (24)

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of the date indicated below.


Signed:			/s/ Melanie L. Healey

Date:			February 7, 2022

Print Name:			Melanie L. Healey

Exhibit (24)

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of the date indicated below.


Signed:			/s/ Donald R. Knauss

Date:			February 16, 2022

Print Name:			Donald R. Knauss

Exhibit (24)

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of the date indicated below.


Signed:			/s/ Christine A. Leahy

Date:			February 17, 2022

Print Name:			Christine A. Leahy

Exhibit (24)

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of the date indicated below.


Signed:			/s/ Monica C. Lozano

Date:			February 23, 2022

Print Name:			Monica C. Lozano

Exhibit (24)

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of the date indicated below.


Signed:			/s/ Mary E. Minnick

Date:			January 22, 2022

Print Name:			Mary E. Minnick

Exhibit (24)

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of the date indicated below.


Signed:			/s/ Derica W. Rice

Date:			January 18, 2022

Print Name:			Derica W. Rice

Exhibit (24)

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of the date indicated below.


Signed:			/s/ Dmitri L. Stockton

Date:			January 18, 2022

Print Name:			Dmitri L. Stockton

Exhibit (31)A

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

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

Certifications

I, Brian C. Cornell, certify that:

1.I have reviewed this Annual Report on Form 10-K of Target Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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

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

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

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

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


Date: March 9, 2022


/s/ Brian C. Cornell
Brian C. Cornell
Chairman and Chief Executive Officer

Exhibit (31)B

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

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

Certifications

I, Michael J. Fiddelke, certify that:

1.I have reviewed this Annual Report on Form 10-K of Target Corporation;

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


Date: March 9, 2022


/s/ Michael J. Fiddelke
Michael J. Fiddelke
Executive Vice President and Chief Financial Officer

Exhibit (32)A

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

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

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

In connection with the Annual Report on Form 10-K of Target Corporation, a Minnesota corporation (“the Company”), for the year ended January 29, 2022, as filed with the Securities and Exchange Commission on the date hereof (“the Report”), the undersigned officer of the Company certifies pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the officer's knowledge:

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

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

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


Date: March 9, 2022


/s/ Brian C. Cornell
Brian C. Cornell
Chairman and Chief Executive Officer

Exhibit (32)B

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

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

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

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

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


Date: March 9, 2022


/s/ Michael J. Fiddelke
Michael J. Fiddelke
Executive Vice President and Chief Financial Officer