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 2022, in support of our enterprise
strategy described in   Item 1 on page 2   of this Form 10-K, we

•Expanded our supply chain capacity and digital fulfillment capabilities,
including adding one new distribution center and six new sortation centers to
support our growth and commitment to fast delivery times, while helping our
teams work more efficiently and managing our shipping costs;
•Fulfilled over 50 percent of our digital sales through 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 and exclusive brands, including fashion forward brands
Future CollectiveTM and Houston White x Target;
•Completed 140 full store remodels and invested in hundreds of other stores
through projects to increase efficiency of our Same-Day Services, build-out and
open Ulta Beauty shop-in-shops, and expand Apple and Disney experiences;
•Opened 23 new stores, including a new larger-footprint store with reimagined
design elements and additional stores in key urban markets and on college
campuses;
•Invested in our team through our updated starting wage range, expanded access
to health care benefits, and our debt-free education assistance program;
•Offered compelling promotions, attractive every day price points on key items,
and free and easy payment and fulfillment options, including our new RedCard
Reloadable Account, which provides all the benefits of our RedCard program
without the need for a credit check or an existing bank account; and
•Launched Target Zero, a collection of products designed to reduce waste and
make it easier to shop sustainably, and completed retrofitting our first store
designed to be net zero energy, located in Vista, California.

Financial Summary

2022 included the following notable items:



•GAAP diluted earnings per share were $5.98.
•Adjusted diluted earnings per share were $6.02.
•Total revenue increased 2.9 percent, reflecting total sales growth of 2.8
percent and a 9.8 percent increase in other revenue.
•Comparable sales increased 2.2 percent, driven by a 2.1 percent increase in
traffic.
•Comparable store originated sales grew 2.4 percent.
•Comparable digitally originated sales increased 1.5 percent.
•Operating income of $3.8 billion was 57.0 percent lower than the comparable
prior-year period. See   Business Environment   below for additional
information.

Sales were $107.6 billion for 2022, an increase of $3.0 billion, or 2.8 percent,
from the prior year. Operating cash flow was $4.0 billion for 2022, a decrease
of $(4.6) billion, or (53.4) percent, from $8.6 billion for 2021. The drivers of
the operating cash flow decrease are described on   page 27  .

TARGET CORPORATION [[Image Removed: tgt-20230128_g2.jpg]] 2022 Form 10-K 19

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    FINANCIAL SUMMARY & ANALYSIS OF OPERATIONS      Index to Financial Statements


Earnings Per Share                                                      Percent Change
                                        2022     2021      2020      2022/2021     2021/2020
GAAP diluted earnings per share       $ 5.98   $ 14.10   $ 8.64          (57.6) %     63.1  %
Adjustments                             0.03     (0.53)    0.78

Adjusted diluted earnings per share $ 6.02 $ 13.56 $ 9.42 (55.7) % 44.0 %




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 24  .

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 January 28, 2023, after-tax ROIC was 12.6
percent, compared with 33.1 percent for the trailing twelve months ended
January 29, 2022. The calculation of ROIC is provided on   page 26  .

Business Environment



Following the onset of the COVID-19 pandemic in 2020, we experienced strong
comparable sales growth and significant volatility in our category and channel
mix, which continued through 2021, along with increasing supply chain
disruptions. In addition to country of origin production delays, trucker and
dockworker shortages, a broad-based surge in consumer demand, and other factors
led to industry-wide U.S. port and ground transportation delays. In response to
the rising guest demand and supply chain constraints, we took various actions,
including ordering merchandise earlier, securing ocean freight routes, adding
incremental holding capacity near U.S. ports, and increasing use of air
transport for certain merchandise. Some of these supply chain disruptions and
resulting actions resulted in increased costs.

In 2022, our comparable sales growth slowed significantly, reflecting sales
decreases in our Discretionary categories (Apparel & Accessories, Hardlines, and
Home Furnishings & Decor) that substantially offset growth in our Frequency
categories (Beauty & Household Essentials and Food & Beverage). In response to
this shift in demand, we took several actions to address our inventory position
and create additional flexibility in a rapidly changing environment, including
increasing promotional and clearance markdowns, removing excess inventory, and
cancelling purchase orders. In addition, during the second half of 2022, port
congestion, shipping container availability, and other supply chain pressures
improved. This resulted in some inventory arriving earlier than anticipated,
which resulted in increased costs of managing elevated inventory levels and an
increased working capital investment. These factors, net of the impact of retail
price increases taken to address merchandise and freight cost inflation,
resulted in decreased profitability compared to the prior year. The Gross Margin
Rate analysis on   page 23   and Inventory section on   page 27   provide
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.

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


Analysis of Results of Operations



Summary of Operating Income                                                                             Percent Change
(dollars in millions)                                   2022         2021         2020           2022/2021            2021/2020
Sales                                               $ 107,588    $ 104,611    $  92,400                    2.8  %            13.2  %
Other revenue                                           1,532        1,394        1,161                    9.8               20.2
Total revenue                                         109,120      106,005       93,561                    2.9               13.3
Cost of sales                                          82,229       74,963       66,177                    9.7               13.3
SG&A expenses                                          20,658       19,752       18,615                    4.6                6.1
Depreciation and amortization (exclusive of
depreciation included in cost of sales)                 2,385        2,344        2,230                    1.8                5.1
Operating income                                    $   3,848    $   8,946    $   6,539                  (57.0) %            36.8  %



Rate Analysis                                                     2022              2021              2020
Gross margin rate                                                     23.6  %           28.3  %           28.4  %
SG&A expense rate                                                     18.9              18.6              19.9

Depreciation and amortization (exclusive of depreciation included in cost of sales) expense rate

                                2.2               2.2               2.4
Operating income margin rate                                           3.5               8.4               7.0

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 Analysis of Results of Operations and Analysis of
Financial Condition for 2021, as compared to 2020, is included in   Part II,
Item 7, MD&A   to our Annual Report on Form 10-K for the year ended January 29,
2022.


Sales

Sales include all merchandise sales, net of expected returns, and our estimate
of gift card breakage.   Note 3   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                           2022     2021     2020
Comparable sales change                    2.2  %  12.7  %  19.3  %
Drivers of change in comparable sales
Number of transactions (traffic)           2.1     12.3      3.7
Average transaction amount                 0.1      0.4     15.0


  TARGET CORPORATION  [[Image Removed: tgt-20230128_g2.jpg]]   2022 Form 10-K      21

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           ANALYSIS OF OPERATIONS             Index to Financial Statements



         Comparable Sales by Channel                     2022     2021     2020
         Stores originated comparable sales change       2.4  %  11.0  %    7.2  %
         Digitally originated comparable sales change    1.5     20.8     144.7



                     Sales by Channel         2022     2021     2020
                     Stores originated       81.4  %  81.1  %  82.1  %
                     Digitally originated    18.6     18.9     17.9
                     Total                    100  %   100  %   100  %



Sales by Fulfillment Channel       2022     2021     2020
Stores                            96.7  %  96.4  %  96.0  %
Other                              3.3      3.6      4.0
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.



  Part     I, Item 1    ,     Business     of this     Form 10-K   and   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 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
and RedCard Reloadable Account. Collectively, we refer to these products as
RedCards™. Guests receive a 5 percent discount on virtually all purchases when
they use a RedCard at Target. 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. For the years ended January 28, 2023,
January 29, 2022, and January 30, 2021, total RedCard Penetration was 19.8
percent, 20.5 percent, and 21.5 percent, respectively.


  TARGET CORPORATION  [[Image Removed: tgt-20230128_g2.jpg]]   2022 Form 10-K      22

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


Gross Margin Rate


                    [[Image Removed: tgt-20230128_g13.jpg]]
Our gross margin rate was 23.6 percent in 2022 and 28.3 percent in 2021. This
decrease reflected the net impact of
•merchandising pressure, including
•higher clearance and promotional markdown rates, including the impact of
inventory impairments and other actions taken in our Discretionary categories;
and
•higher merchandise and freight costs, partially offset by the benefit of retail
price increases;
•supply chain pressure related to increased compensation and headcount in our
distribution centers, investments in new facilities, and costs of managing
excess inventory;
•higher inventory shrink; and
•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 18.9 percent in 2022, compared with 18.6 percent in
2021, reflecting the net impact of cost increases across our business, including
investments in hourly team member wages, partially offset by lower incentive
compensation in 2022 compared to the prior year.


Store Data

Change in Number of Stores      2022     2021
Beginning store count          1,926    1,897
Opened                            23       32
Closed                            (1)      (3)

Ending store count             1,948    1,926



Number of Stores and                                          Number of Stores                               Retail Square Feet (a)
Retail Square Feet                                 January 28, 2023       January 29, 2022            January 28, 2023     January 29, 2022
170,000 or more sq. ft.                                    274                    274                       48,985               49,071
50,000 to 169,999 sq. ft.                                1,527                  1,516                      191,241              190,205
49,999 or less sq. ft.                                     147                    136                        4,358                4,008
Total                                                    1,948                  1,926                      244,584              243,284


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

  TARGET CORPORATION  [[Image Removed: tgt-20230128_g2.jpg]]   2022 Form 10-K      23

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


Other Performance Factors

Net Interest Expense

Net interest expense was $478 million for 2022, compared with $421 million for
2021. The increase in net interest expense was primarily due to higher average
debt and commercial paper levels in 2022 compared with 2021.

Net Other (Income) / Expense



Net Other (Income) / Expense was $(48) million and $(382) million for 2022 and
2021, respectively. 2021 included the $335 million gain on the February 2021
sale of Dermstore.

Provision for Income Taxes

Our 2022 effective income tax rate was 18.7 percent compared with 22.0 percent
in 2021. The decrease reflects lower pretax earnings in the current year and the
impacts of discrete tax benefits. Our effective tax rate is generally more
volatile at lower amounts of pretax income because the impact of discrete,
deductible and nondeductible tax items and credits is greater.

Note 18 to the Financial Statements provides additional information.

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, generally accepted accounting principles in the 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 than we do, limiting the usefulness of the measure for
comparisons with other companies.

Reconciliation of Non-GAAP
Adjusted EPS                                              2022                                                   2021                                                    2020
(millions, except per share                                               Per Share                                              Per Share                                               Per Share
data)                                Pretax           Net of Tax           Amounts          Pretax           Net of Tax           Amounts           Pretax           Net of Tax           Amounts
GAAP diluted earnings per
share                                                                    $   5.98                                               $   14.10                                               $   8.64
Adjustments
Gain on Dermstore Sale              $    -          $         -          $      -          $ (335)         $      (269)         $   (0.55)         $    -          $         -          $      -
Loss on debt extinguishment              -                    -                 -               -                    -                  -             512                  379              0.75
Loss on investment (a)                   -                    -                 -               -                    -                  -              19                   14              0.03
Other (b)                               20                   15              0.03               9                    7               0.01              28                   20              0.04
Income tax matters (c)                   -                    -                 -               -                    -                  -               -                  (21)            (0.04)
Adjusted diluted earnings per
share                                                                    $   6.02                                               $   13.56                                               $   9.42


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 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.

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        MANAGEMENT'S DISCUSSION AND ANALYSIS                       Table of 

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES Index to Financial Statements




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                                                                             Percent Change
(dollars in millions)                       2022         2021         2020           2022/2021            2021/2020
Net earnings                            $   2,780    $   6,946    $   4,368                  (60.0) %            59.0  %
 + Provision for income taxes                 638        1,961        1,178                  (67.5)              66.5
 + Net interest expense                       478          421          977                   13.4              (56.9)
EBIT                                    $   3,896    $   9,328    $   6,523                  (58.2) %            43.0  %
 + Total depreciation and amortization
(a)                                         2,700        2,642        2,485                    2.2                6.3
EBITDA                                  $   6,596    $  11,970    $   9,008                  (44.9) %            32.9  %

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

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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 28, 2023        January 29, 2022
     Operating income                      $      3,848              $           8,946
      + Net other income / (expense)                 48                            382
     EBIT                                         3,896                          9,328
      + Operating lease interest (a)                 93                             87
      - Income taxes (b)                            744                          2,073
     Net operating profit after taxes      $      3,245              $           7,342


                                                            January 28,         January 29,         January 30,
Denominator                                                    2023                2022                2021
Current portion of long-term debt and other
borrowings                                                 $      130

$ 171 $ 1,144


 + Noncurrent portion of long-term debt                        16,009              13,549              11,536
 + Shareholders' investment                                    11,232              12,827              14,440
 + Operating lease liabilities (c)                              2,934               2,747               2,429
 - Cash and cash equivalents                                    2,229               5,911               8,511
Invested capital                                           $   28,076          $   23,383          $   21,038
Average invested capital (d)                               $   25,729

$ 22,210

After-tax return on invested capital 12.6 % 33.1 %




(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, which were 18.7 percent and 22.0
percent for the trailing twelve months ended January 28, 2023, and January 29,
2022, respectively. For the trailing twelve months ended January 28, 2023, and
January 29, 2022, includes tax effect of $0.7 billion and $2.1 billion,
respectively, related to EBIT, and $17 million and $19 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.

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    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 $2.2 billion from
$5.9 billion in 2021. Our cash and cash equivalents balance includes short-term
investments of $1.3 billion and $5.0 billion as of January 28, 2023, and
January 29, 2022, 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 $4.0 billion in 2022 compared
with $8.6 billion in 2021. For 2022, operating cash flows decreased as a result
of lower earnings and lower accounts payable leverage, partially offset by
decreased inventory investment, compared with 2021.

Inventory



Year-end inventory was $13.5 billion, compared with $13.9 billion in 2021. The
decrease in inventory levels primarily reflects the following:
•decreased in-transit and late-arriving inventory as lead times improved,
•investments in our inventory position in our Frequency categories, offsetting
reductions in our Discretionary categories, and
•increases in unit costs across all of our categories.

The Business Environment section on   page 20   provides additional information.

  TARGET CORPORATION  [[Image Removed: tgt-20230128_g2.jpg]]   2022 Form 10-K      27

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      ANALYSIS OF FINANCIAL CONDITION         Index to Financial Statements

Capital Expenditures


                    [[Image Removed: tgt-20230128_g14.jpg]]

Note: Amounts may not foot due to rounding.



Capital expenditures increased in 2022 from the prior year as we invested in our
strategic initiatives, including an increase in investments in both stores and
in our supply chain. The increase also reflects the impact of inflation on these
projects. Beyond full-store remodels, we invested in optimizing front-end space
in high-volume locations to increase the efficiency of our Same-Day Services,
and built-out and opened approximately 250 Ulta Beauty shop-in-shops. We have
completed over 1,000 full-store remodels since the launch of the current program
in 2017, including 140 in 2022.

In addition to these cash investments, we entered into leases related to new
stores in 2022, 2021, and 2020 with total future minimum lease payments of $319
million, $401 million, and $764 million, respectively, and new leases related to
our supply chain with total future minimum lease payments of $1.6 billion, $226
million, and $442 million, respectively.

We expect capital expenditures in 2023 of approximately $4.0 billion to $5.0
billion to support full-store remodels and other existing store investments, 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
70 full-store remodels, open about 20 new stores, and add additional Ulta Beauty
shop-in-shops during 2023. 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 $1.8 billion ($3.96 per share) in 2022 and $1.5
billion ($3.16 per share) in 2021, a per share increase of 25.3 percent. We
declared dividends totaling $1.9 billion ($4.14 per share) in 2022 and $1.7
billion ($3.38 per share) in 2021, a per share increase of 22.5 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 2022 and 2021 we returned $2.6 billion and $7.2 billion, 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 20   to the
Financial Statements for more information.

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

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 28, 2023, 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.

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



In 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. No balances were outstanding under either credit facility at any
time during 2022 or 2021.

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 January 28, 2023, 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 15 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.

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:

  TARGET CORPORATION  [[Image Removed: tgt-20230128_g2.jpg]]   2022 Form 10-K      29

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


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 $13.5 billion and $13.9 billion
as of January 28, 2023, and January 29, 2022, respectively, and is further
described in   Note 9   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 $526 million and $518 million as of
January 28, 2023, and January 29, 2022, respectively. Vendor income is described
further in   Note 5   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 $66 million, $87 million, and $62 million
in 2022, 2021, and 2020, respectively, which are described further in   Note
11   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 $560 million and $519 million as
of January 28, 2023, and January 29, 2022, 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 $28 million in 2022. 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.

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. Gross uncertain tax positions, including interest and penalties,
were $241 million and $138 million as of January 28, 2023, and January 29, 2022,
respectively. We believe the resolution of these matters will not materially
affect our consolidated financial statements. Income taxes are described further
in   Note 18   to the Financial Statements.

TARGET CORPORATION [[Image Removed: tgt-20230128_g2.jpg]] 2022 Form 10-K 30

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                              MANAGEMENT'S DISCUSSION AND ANALYSIS                 Table of Contents
                        ANALYSIS OF FINANCIAL CONDITION & NEW ACCOUNTING            Index to Financial
                                         PRONOUNCEMENTS                                   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 2022 expected long-term rate of return on plan assets of 5.60 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 $42 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 $59 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 23 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 14   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 [[Image Removed: tgt-20230128_g2.jpg]] 2022 Form 10-K 31

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                            MANAGEMENT'S DISCUSSION AND ANALYSIS                Table of Contents
                        FORWARD LOOKING STATEMENTS & QUANTITATIVE AND            Index to Financial
                                   QUALITATIVE DISCLOSURES                             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
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 contributions and payments related to our pension plan,
the expected return on plan assets, the expected timing and recognition of
compensation expenses, 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, our expectations regarding arrangements with
our partners, 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   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.

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