Financial Summary

Third quarter 2022 included the following notable items:



•GAAP diluted earnings per share were $1.54.
•Adjusted diluted earnings per share were $1.54.
•Total revenue increased 3.4 percent, reflecting total sales growth of 3.3
percent and a 9.5 percent increase in other revenue.
•Comparable sales increased 2.7 percent, driven by a 1.4 percent increase in
traffic and a 1.3 percent increase in average transaction amount.
•Comparable stores originated sales grew 3.2 percent.
•Comparable digitally originated sales increased 0.3 percent.
•Operating income of $1.0 billion was 49.2 percent lower than the comparable
prior-year period, driven primarily by a decrease in gross margin, reflecting
higher clearance and promotional markdown rates, inventory shrink, and higher
freight and merchandise costs, partially offset by the benefit of retail price
increases. See Business Environment and Gross Margin Rate sections below for
additional information.

Sales were $26.1 billion for the three months ended October 29, 2022, an
increase of $832 million, or 3.3 percent, from the comparable prior-year period.
Cash flow provided by operating activities was $552 million for the nine months
ended October 29, 2022, compared with $5.6 billion for the nine months ended
October 30, 2021. The drivers of the operating cash flow decrease are described
on   page 21  .

Earnings Per Share                        Three Months Ended                                               Nine Months Ended
                                                          October 30,                                                      October 30,
                                 October 29, 2022            2021                   Change        October 29, 2022            2021                   Change
GAAP diluted earnings per share $     1.54               $     3.04               (49.3) %       $       4.09             $    10.87               (62.4) %
Adjustments                              -                    (0.01)                                     0.03                  (0.50)
Adjusted diluted earnings per
share                           $     1.54               $     3.03               (49.1) %       $       4.12             $    10.37               (60.2) %


Note: Amounts may not foot due to rounding. Adjusted diluted earnings per share
(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 operations. A reconciliation of non-GAAP
financial measures to GAAP measures is provided on   page 19  .

We report after-tax return on invested capital (ROIC) because we believe ROIC
provides a meaningful measure of our capital allocation effectiveness over time.
For the trailing twelve months ended October 29, 2022, after-tax ROIC was 14.6
percent, compared with 31.3 percent for the trailing twelve months ended
October 30, 2021. The calculation of ROIC is provided on   page 20  .

Business Environment



During the third quarter of 2022, we have continued to see soft trends in
Discretionary categories (Apparel and Accessories, Hardlines, and Home
Furnishings and Décor), which accelerated in October. We believe this is
consistent with the broader industry trends. Our overall comparable sales
increase reflects growth in our Frequency categories (Beauty and Household
Essentials and Food and Beverage), partially offset by sales decreases in our
Discretionary categories. Our comparable sales performance also reflects the
impact of retail price increases. Within the quarter, comparable sales grew 2.8
percent in August, 4.0 percent in September, and 0.9 percent in October.
Notably, within October, we saw a significant change in the pace of sales, with
an increase in comparable sales during the first week, followed by a decrease
over the last three weeks of the month, driven by steeper declines in our
Discretionary categories.

TARGET CORPORATION [[Image Removed: tgt-20221029_g2.jpg]] Q3 2022 Form 10-Q 13

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents


             FINANCIAL SUMMARY                   Index to Notes


Throughout the COVID-19 pandemic, the retail industry has experienced continued
disruption and volatility in the global supply chain. In response, we have
ordered import merchandise (which typically has longer lead times) earlier, and
added incremental holding capacity near U.S. ports to add flexibility in the
portions of the supply chain most affected by external volatility. During the
third quarter of 2022, port congestion, shipping container availability, and
other supply chain pressures have improved. This has resulted in inventory
arriving earlier than anticipated, which has resulted in increased costs of
managing elevated inventory levels. These factors, net of pricing actions we
have taken to address the impact of higher merchandise and freight costs, have
resulted in decreased profitability in the three and nine months ended October
29, 2022, compared to the prior-year periods. We believe that the actions we
have taken reduce our risks and provide additional flexibility to focus on
serving guests in a rapidly changing environment. The   Gross Margin Rate
analysis on   page 17   and the   Inventory   section on   page 21   provide
additional information.

Analysis of Results of Operations



Summary of Operating Income                  Three Months Ended                                              Nine Months Ended
                                                              October 30,                             October 29,         October 30,
(dollars in millions)                October 29, 2022             2021                  Change            2022                2021                  Change
Sales                              $          26,122          $  25,290                 3.3  %       $    76,605          $  73,995                 3.5  %
Other revenue                                    396                362                 9.5                1,120              1,014                10.4
Total revenue                                 26,518             25,652                 3.4               77,725             75,009                 3.6
Cost of sales                                 19,680             18,206                 8.1               58,283             52,202                11.6
Selling, general and
administrative expenses                        5,219              4,859                 7.4               14,983             14,217                 5.4
Depreciation and amortization
(exclusive of depreciation
included in cost of sales)                       597                577                 3.6                1,770              1,739                 1.8
Operating income                   $           1,022          $   2,010               (49.2) %       $     2,689          $   6,851               (60.8) %



Rate Analysis                                             Three Months Ended                             Nine Months Ended
                                                October 29, 2022       October 30, 2021       October 29, 2022       October 30, 2021
Gross margin rate                                        24.7  %                28.0  %                23.9  %                29.5  %
SG&A expense rate                                        19.7                   18.9                   19.3                   19.0
Depreciation and amortization expense rate
(exclusive of depreciation included in cost of
sales)                                                    2.3                    2.2                    2.3                    2.3
Operating income margin rate                              3.9                    7.8                    3.5                    9.1


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.

Sales



Sales include all merchandise sales, net of expected returns, and our estimate
of 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.

   TARGET CORPORATION  [[Image Removed: tgt-20221029_g2.jpg]]   Q3 2022 Form 10-Q      14

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

ANALYSIS OF RESULTS OF OPERATIONS




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
(traffic) and the amount spent each visit (average transaction amount).

Comparable Sales                                                 Three Months Ended                                  Nine Months Ended
                                                       October 29, 2022            October 30, 2021       October 29, 2022       October 30, 2021
Comparable sales change                                               2.7  %                12.7  %                 2.9  %                14.4  %
Drivers of change in comparable sales
Number of transactions (traffic)                                      1.4                   12.9                    2.6                   14.0
Average transaction amount                                            1.3                   (0.2)                   0.2                    0.3



Comparable Sales by Channel                                  Three Months Ended                                  Nine Months Ended
                                                   October 29, 2022        

October 30, 2021 October 29, 2022 October 30, 2021 Stores originated comparable sales change

                         3.2  %                 9.7  %                 2.6  %                11.9  %
Digitally originated comparable sales change                      0.3                   28.9                    4.1                   27.8



Sales by Channel                                                  Three Months Ended                                  Nine Months Ended
                                                        October 29, 2022            October 30, 2021       October 29, 2022       October 30, 2021
Stores originated                                                     82.9  %                82.4  %                82.3  %                82.3  %
Digitally originated                                                  17.1                   17.6                   17.7                   17.7
Total                                                                  100  %                 100  %                 100  %                 100  %



Sales by Fulfillment Channel                                 Three Months Ended                                  Nine Months Ended
                                                   October 29, 2022            October 30, 2021       October 29, 2022       October 30, 2021
Stores                                                           96.8  %                96.7  %                96.7  %                96.5  %
Other                                                             3.2                    3.3                    3.3                    3.5
Total                                                             100  %                 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                              Three Months Ended                             Nine Months Ended
                                             October 29, 2022       October 

30, 2021 October 29, 2022 October 30, 2021 Apparel and accessories

                                 17  %                  17  %                  17  %                  18  %
Beauty and household essentials                         29                     28                     28                     27
Food and beverage                                       22                     20                     22                     20
Hardlines                                               14                     15                     15                     16
Home furnishings and décor                              18                     20                     18                     19
Total                                                  100  %                 100  %                 100  %                 100  %


Note 3 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 the transfer of sales to new stores, makes further analysis of sales metrics infeasible.

TARGET CORPORATION  [[Image Removed: tgt-20221029_g2.jpg]]   Q3 2022 Form 10-Q      15


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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

ANALYSIS OF RESULTS OF OPERATIONS




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 the incremental purchases on 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 Penetration                                             Three Months Ended                             Nine Months Ended
                                                      October 29, 2022       October 30, 2021       October 29, 2022       October 30, 2021
Target Debit Card                                              10.8  %                11.7  %                11.2  %                11.8  %
Target Credit Cards                                             8.8                    8.9                    8.8                    8.7
Total RedCard Penetration                                      19.6  %                20.7  %                20.0  %                20.5  %


Note: Amounts may not foot due to rounding.

TARGET CORPORATION [[Image Removed: tgt-20221029_g2.jpg]] Q3 2022 Form 10-Q 16

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents

ANALYSIS OF RESULTS OF OPERATIONS

Gross Margin Rate


                     [[Image Removed: tgt-20221029_g3.jpg]]

For the three months ended October 29, 2022, our gross margin rate was 24.7 percent compared with 28.0 percent in the comparable prior-year period. The decrease reflected the net impact of



•merchandising pressure, including
•higher clearance and promotional markdown rates, which were primarily in our
Discretionary categories;
•higher merchandise and freight costs, partially offset by the benefit of retail
price increases;
•higher inventory shrink;
•supply chain pressure related to increased compensation and headcount in our
distribution centers and costs of managing elevated inventory levels, including
the impact of early receipts; and
•favorable mix in the relative growth rates of higher and lower margin
categories.

                     [[Image Removed: tgt-20221029_g4.jpg]]

For the nine months ended October 29, 2022, our gross margin rate was 23.9 percent compared with 29.5 percent in the comparable prior-year period. The decrease reflected the net impact of



•merchandising pressure, including
•higher clearance and promotional markdown rates, which were primarily the
result of inventory impairments and other actions taken in our Discretionary
categories;
•higher merchandise and freight costs, partially offset by the benefit of retail
price increases;
•higher inventory shrink; and
•supply chain pressure related to increased compensation and headcount in our
distribution centers and costs of managing elevated inventory levels, including
the impact of early receipts.

Business Environment on page 13 provides additional information.

TARGET CORPORATION [[Image Removed: tgt-20221029_g2.jpg]] Q3 2022 Form 10-Q 17

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    MANAGEMENT'S DISCUSSION AND ANALYSIS      Table of Contents
     ANALYSIS OF RESULTS OF OPERATIONS


Selling, General, and Administrative Expense Rate



For the three months ended October 29, 2022, our SG&A expense rate was 19.7
percent compared with 18.9 percent for the comparable prior-year period. For the
nine months ended October 29, 2022, our SG&A expense rate was 19.3 percent
compared with 19.0 percent for the comparable prior-year period. For both the
three and nine months ended October 29, 2022, the rates reflected the net impact
of cost increases across our business, including investments in hourly team
member wages, partially offset by lower incentive compensation expense, compared
to the comparable prior-year periods.

Store Data

Change in Number of Stores                                   Three Months Ended                                         Nine Months Ended
                                              October 29, 2022               October 30, 2021            October 29, 2022               October 30, 2021
Beginning store count                               1,937                          1,909                       1,926                          1,897
Opened                                                  4                             15                          16                             29
Closed                                                  -                              -                          (1)                            (2)

Ending store count                                  1,941                          1,924                       1,941                          1,924



Number of Stores and                                     Number of Stores                                                      Retail Square Feet (a)
Retail Square Feet                October 29, 2022       January 29, 2022      October 30, 2021            October 29, 2022       January 29, 2022      October 30, 2021
170,000 or more sq. ft.                   274                    274                      274                   48,985                 49,071                   49,071
50,000 to 169,999 sq. ft.               1,522                  1,516                    1,515                  190,739                190,205                  190,116
49,999 or less sq. ft.                    145                    136                      135                    4,305                  4,008                    3,952
Total                                   1,941                  1,926                    1,924                  244,029                243,284                  243,139

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



Other Performance Factors

Net Interest Expense

Net interest expense was $125 million and $349 million for the three and nine
months ended October 29, 2022, respectively, compared with $105 million and $317
million in the comparable prior-year periods. The increase in net interest
expense was primarily due to higher average debt and commercial paper levels for
the three and nine months ended October 29, 2022, compared with the prior-year
periods.

Net Other (Income) / Expense

Net Other (Income) / Expense was $(12) million and $(35) million for the three
and nine months ended October 29, 2022, respectively, compared with $(6) million
and $(356) million in the comparable prior-year periods. The nine months ended
October 30, 2021, included the $335 million pretax gain on the February 2021
sale of Dermstore.   Note 2   to the Financial Statements provides additional
information.

Provision for Income Taxes

Our effective income tax rate for the three and nine months ended October 29,
2022, was 21.6 percent and 19.8 percent, respectively, compared with 22.1
percent and 21.6 percent in the respective comparable prior-year periods. For
the three and nine month periods, the decrease reflects lower pretax earnings
resulting in a larger tax rate benefit from ongoing and discrete tax items in
the current year, partially offset by the impacts of discrete tax benefits in
the prior-year. Our effective tax rate is generally more volatile at lower
amounts of pretax income because the impact of discrete, deductible, and
nondeductible tax items and credits is greater.

TARGET CORPORATION [[Image Removed: tgt-20221029_g2.jpg]] Q3 2022 Form 10-Q 18

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        MANAGEMENT'S DISCUSSION AND ANALYSIS           Table of Contents

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES Index to Notes

Reconciliation of Non-GAAP Financial Measures to GAAP Measures



To provide additional transparency, we have disclosed non-GAAP adjusted diluted
earnings per share (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 operations. This measure is not in accordance
with, or an alternative to, U.S. GAAP. The most comparable GAAP measure is
diluted earnings per share. 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, limiting the
usefulness of the measure for comparisons with other companies.

Reconciliation of Non-GAAP Adjusted EPS                                                         Three Months Ended
                                                                   October 29, 2022                                            October 30, 2021
(millions, except per share data)                   Pretax            Net of Tax           Per Share           Pretax            Net of Tax           Per Share
GAAP diluted earnings per share                                                          $     1.54                                                 $     3.04
Adjustments

Other (a)                                        $    -             $         -          $        -          $     (9)         $        (7)         $    (0.01)
Adjusted diluted earnings per share                                                      $     1.54                                                 $     3.03



Reconciliation of Non-GAAP Adjusted EPS                                                        Nine Months Ended
                                                                   October 29, 2022                                           October 30, 2021
(millions, except per share data)                   Pretax            Net of Tax           Per Share          Pretax           Net of Tax           Per Share
GAAP diluted earnings per share                                                          $     4.09                                               $    10.87
Adjustments

Gain on Dermstore sale                           $    -             $         -          $        -          $ (335)         $      (269)         $    (0.54)

Other (a)                                            20                      15                0.03              27                   20                0.04
Adjusted diluted earnings per share                                                      $     4.12                                               $    

10.37

Note: Amounts may not foot due to rounding. (a)Other items unrelated to current period operations, none of which were individually significant.



Earnings before interest expense and income taxes (EBIT) and earnings 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. 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                                 Three Months Ended                                            Nine Months Ended
                                                                October 30,                             October 29,        October 30,
(dollars in millions)                  October 29, 2022             2021              Change               2022                2021              Change
Net earnings                          $         712             $   1,488               (52.1) %       $    1,904          $   5,402               (64.7) %
+ Provision for income taxes                    197                   423               (53.6)                471              1,488               (68.4)
+ Net interest expense                          125                   105                17.5                 349                317                 9.8
EBIT                                  $       1,034             $   2,016               (48.7) %       $    2,724          $   7,207               (62.2) %
+ Total depreciation and
amortization (a)                                674                   652                 3.5               2,004              1,952                 2.7
EBITDA                                $       1,708             $   2,668               (36.0) %       $    4,728          $   9,159               (48.4) %

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

TARGET CORPORATION [[Image Removed: tgt-20221029_g2.jpg]] Q3 2022 Form 10-Q 19

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        MANAGEMENT'S DISCUSSION AND ANALYSIS           Table of Contents

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES Index to Notes




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                                      October 29, 2022        October 30, 2021
     Operating income                            $      4,784              $           8,687
      + Net other income / (expense)                       61                            358
     EBIT                                               4,845                          9,045
      + Operating lease interest (a)                       89                             85
      - Income taxes (b)                                1,059                          1,947
     Net operating profit after taxes            $      3,875              $           7,183



                                                                                                              October 31,
Denominator                                                 October 29, 2022         October 30, 2021            2020
Current portion of long-term debt and other
borrowings                                                 $         2,207  

$ 1,176 $ 131


 + Noncurrent portion of long-term debt                             14,237                   11,586              12,490
 + Shareholders' investment                                         11,019                   13,803              13,319
 + Operating lease liabilities (c)                                   2,879                    2,737               2,400
 - Cash and cash equivalents                                           954                    5,753               5,996
Invested capital                                           $        29,388          $        23,549          $   22,344
Average invested capital (d)                               $        26,469

$ 22,947



After-tax return on invested capital                                  14.6  %                  31.3  %


(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. 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, which were 21.5 percent and 21.3
percent for the trailing twelve months ended October 29, 2022, and October 30,
2021, respectively. For the trailing twelve months ended October 29, 2022, and
October 30, 2021, includes tax effect of $1.0 billion and $1.9 billion 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 [[Image Removed: tgt-20221029_g2.jpg]] Q3 2022 Form 10-Q 20

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents


      ANALYSIS OF FINANCIAL CONDITION            Index to Notes


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 cash and cash equivalents balance was $954 million, $5.9 billion, and $5.8
billion as of October 29, 2022, January 29, 2022, and October 30, 2021,
respectively. Our cash and cash equivalents balance includes short-term
investments of $5.0 billion and $4.8 billion as of January 29, 2022 and
October 30, 2021, respectively. We had no short-term investments as of October
29, 2022. 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 $552 million for the nine
months ended October 29, 2022, compared with $5.6 billion of cash flows provided
by operating activities for the nine months ended October 30, 2021. For the nine
months ended October 29, 2022, operating cash flows decreased as a result of
lower earnings, increased inventory levels, and lower accounts payable leverage,
compared with the nine months ended October 30, 2021.

Inventory



Inventory was $17.1 billion as of October 29, 2022, compared with $13.9 billion
and $15.0 billion at January 29, 2022, and October 30, 2021, respectively. The
increase over the balance as of October 30, 2021, primarily reflects the
following:
•our decision to move import merchandise receipt timing earlier due to expected
supply chain volatility, coupled with recent decreases in shipping times,
resulting in earlier-than-expected inventory receipts,
•investments in our inventory position in our frequency categories (Food and
Beverage and Beauty and Household Essentials),
•lower-than-expected sales in our discretionary categories, partially offset by
actions taken during the current year to reduce excess inventory in these
categories, and
•increases in unit costs across all of our categories.

The increase was amplified by unintentionally low inventory levels last year resulting from supply chain disruptions and high sell-through rates. The

Business Environmen t section on page 13 provides additional information.

Investing Cash Flows

Investing cash flows included capital investments of $4.3 billion and $2.5 billion for the nine months ended October 29, 2022, and October 30, 2021, respectively. The increase primarily reflects an increase in store remodel activity, investment in supply chain, and the impact of inflation on these projects. For the nine months ended October 30, 2021, investing cash flows included $356 million of proceeds from the sale of Dermstore.

TARGET CORPORATION [[Image Removed: tgt-20221029_g2.jpg]] Q3 2022 Form 10-Q 21

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


Dividends



We paid dividends totaling $497 million ($1.08 per share) and $1.3 billion
($2.88 per share) for the three and nine months ended October 29, 2022,
respectively, and $440 million ($0.90 per share) and $1.1 billion ($2.26 per
share) for the three and nine months ended October 30, 2021, respectively, a per
share increase of 20.0 percent for the three month period and 27.4 percent for
the nine month period. We declared dividends totaling $502 million ($1.08 per
share) during the third quarter of 2022 and $439 million ($0.90 per share)
during the third quarter of 2021, a per share increase of 20.0 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 Repurchase



We returned $2.6 billion to shareholders through share repurchase during the
nine months ended October 29, 2022. See   Part II, Item 2, Unregistered Sales of
Equity Securities and Use of Proceeds   of this Quarterly Report on Form 10-Q
and   Note 8   to the Financial Statements for more information.

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 October 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.

We have the ability to obtain short-term financing from time to time under our
commercial paper program and credit facility. In October 2022, we obtained a new
committed $1.0 billion 364-day unsecured revolving credit facility that will
expire in October 2023. We also extended our existing committed $3.0 billion
unsecured revolving credit facility, which now expires in October 2027. Both
credit facilities backstop our commercial paper program. No balances were
outstanding under either credit facility at any time during 2021 or 2022. As of
October 29, 2022, we had $2.1 billion outstanding under our commercial paper
program. We did not have any balances outstanding under our commercial paper
program as of October 30, 2021.   Note 6   to the Financial Statements provides
additional information.

Most of our long-term debt obligations contain covenants related to secured debt
levels. In addition to a secured debt level covenant, our credit facilities also
contain a debt leverage covenant. We are, and expect to remain, in compliance
with these covenants. Additionally, as of October 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.

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 planned capital
expenditures, 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 [[Image Removed: tgt-20221029_g2.jpg]] Q3 2022 Form 10-Q 22

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MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents


      ANALYSIS OF FINANCIAL CONDITION            Index to Notes


New Accounting Pronouncements

We do not expect any recently issued accounting pronouncements to have a material effect on our 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, the expected return on plan assets, the expected
outcome of, and adequacy of our reserves for, claims, litigation and the
resolution of tax matters, 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 in our
description of risk factors included in   Part I, Item 1A, Risk Factors   of our
  Form 10-K   for the fiscal year ended January 29, 2022, 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.

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