
TARGET CORPORATION						Q3 2021 Form 10-Q			1

Consolidated Statements of Comprehensive Income
Three Months Ended Nine Months Ended
(millions) (unaudited) October 28,
2017
October 29,
2016
October 28,
2017
October 29,
2016
Net earnings $ 480
$ 608
$ 1,833
$ 1,920
Other comprehensive income

Pension and other benefit liabilities, net of taxes of $5, $3, $15 and $11 8
6
22
17
Currency translation adjustment and cash flow hedges, net of taxes of $1, $1, $2, and $2 (2 ) —
6
5
Other comprehensive income 6
6
28
22
Comprehensive income $ 486
$ 614
$ 1,861
$ 1,942


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes


Consolidated Statements of Comprehensive Income
	Three Months Ended				Nine Months Ended
(millions) (unaudited)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Net earnings	$	1,488	$	1,014	$	5,402	$	2,988
Other comprehensive income, net of tax
Pension benefit liabilities	21		22		63		66
Currency translation adjustment and cash flow hedges	5		14		6		5
Other comprehensive income	26		36		69		71
Comprehensive income	$	1,514	$	1,050	$	5,471	$	3,059

See accompanying Notes to Consolidated Financial ~~Statements.~~

Statements.


TARGET CORPORATION						Q3 2021 Form 10-Q			2

Consolidated Statements of Financial Position

(millions) (unaudited) October 28,
2017
January 28,
2017
October 29,
2016
Assets

Cash and cash equivalents $ 2,725
$ 2,512
$ 1,231
Inventory 10,586
8,309
10,057
Assets of discontinued operations 6
69
62
Other current assets 1,392
1,100
1,492
Total current assets 14,709
11,990
12,842
Property and equipment

Land 6,087
6,106
6,106
Buildings and improvements 28,310
27,611
27,518
Fixtures and equipment 5,548
5,503
5,467
Computer hardware and software 2,658
2,651
2,538
Construction-in-progress 389
200
219
Accumulated depreciation (17,880 ) (17,413 ) (16,946 )
Property and equipment, net 25,112
24,658
24,902
Noncurrent assets of discontinued operations 9
12
17
Other noncurrent assets 878
771
842
Total assets $ 40,708
$ 37,431
$ 38,603
Liabilities and shareholders’ investment

Accounts payable $ 9,986
$ 7,252
$ 8,250
Accrued and other current liabilities 4,036
3,737
3,662
Current portion of long-term debt and other borrowings 1,354
1,718
729
Total current liabilities 15,376
12,707
12,641
Long-term debt and other borrowings 11,277
11,031
12,097
Deferred income taxes 944
861
920
Liabilities of discontinued operations 11
19
19
Other noncurrent liabilities 1,963
1,860
1,857
Total noncurrent liabilities 14,195
13,771
14,893
Shareholders’ investment

Common stock 45
46
47
Additional paid-in capital 5,762
5,661
5,598
Retained earnings 5,940
5,884
6,031
Accumulated other comprehensive loss (610 ) (638 ) (607 )
Total shareholders’ investment 11,137
10,953
11,069
Total liabilities and shareholders’ investment $ 40,708
$ 37,431
$ 38,603


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes


Consolidated Statements of Financial Position
(millions, except footnotes) (unaudited)	October 30, 2021		January 30, 2021		October 31, 2020
Assets
Cash and cash equivalents	$	5,753	$	8,511	$	5,996
Inventory	14,958		10,653		12,712
Other current assets	1,865		1,592		1,601
Total current assets	22,576		20,756		20,309
Property and equipment
Land	6,146		6,141		6,063
Buildings and improvements	32,478		31,557		31,398
Fixtures and equipment	6,144		5,914		5,843
Computer hardware and software	2,447		2,765		2,706
Construction-in-progress	1,302		780		518
Accumulated depreciation	(20,602)		(20,278)		(19,755)
Property and equipment, net	27,915		26,879		26,773
Operating lease assets	2,539		2,227		2,208
Other noncurrent assets	1,381		1,386		1,371
Total assets	$	54,411	$	51,248	$	50,661
Liabilities and shareholders’ investment
Accounts payable	$	16,250	$	12,859	$	14,203
Accrued and other current liabilities	5,925		6,122		5,023
Current portion of long-term debt and other borrowings	1,176		1,144		131
Total current liabilities	23,351		20,125		19,357
Long-term debt and other borrowings	11,586		11,536		12,490
Noncurrent operating lease liabilities	2,494		2,218		2,196
Deferred income taxes	1,246		990		1,171
Other noncurrent liabilities	1,931		1,939		2,128
Total noncurrent liabilities	17,257		16,683		17,985
Shareholders’ investment
Common stock	40		42		42
Additional paid-in capital	6,381		6,329		6,285
Retained earnings	8,069		8,825		7,789
Accumulated other comprehensive loss	(687)		(756)		(797)
Total shareholders’ investment	13,803		14,440		13,319
Total liabilities and shareholders’ investment	$	54,411	$	51,248	$	50,661

Common Stock Authorized 6,000,000,000 shares, ~~$.0833~~$0.0833 par value; ~~543,913,318, 556,156,228~~480,905,493, 500,877,129 and ~~563,676,785~~500,754,729 shares issued and outstanding at as of October ~~28, 2017~~, 30, 2021, January ~~28, 2017~~30, 2021, and October ~~29, 2016~~,31, 2020, respectively.

Preferred Stock Authorized 5,000,000 shares, ~~$.01~~$0.01 par value; no shares were issued or outstanding during any period presented.

See accompanying Notes to Consolidated Financial ~~Statements.~~

Statements.


TARGET CORPORATION						Q3 2021 Form 10-Q			3

Consolidated Statements of Cash Flows
Nine Months Ended
(millions) (unaudited) October 28,
2017
October 29,
2016
Operating activities

Net earnings $ 1,833
$ 1,920
Earnings from discontinued operations, net of tax 7
73
Net earnings from continuing operations 1,826
1,847
Adjustments to reconcile net earnings to cash provided by operations

Depreciation and amortization 1,784
1,686
Share-based compensation expense 81
85
Deferred income taxes 37
83
Loss on debt extinguishment 123
422
Noncash losses / (gains) and other, net
189
(5 )
Changes in operating accounts

Inventory (2,277 ) (1,455 )
Other assets (89 ) (14 )
Accounts payable 2,738
832
Accrued and other liabilities 2
(711 )
Cash provided by operating activities—continuing operations 4,414
2,770
Cash provided by operating activities—discontinued operations
75
111
Cash provided by operations 4,489
2,881
Investing activities

Expenditures for property and equipment (2,049 ) (1,184 )
Proceeds from disposal of property and equipment 27
23
Other investments (62 ) 23
Cash required for investing activities (2,084 ) (1,138 )
Financing activities

Change in commercial paper, net —
89
Additions to long-term debt 739
1,977
Reductions of long-term debt (1,087 ) (2,625 )
Dividends paid (1,001 ) (1,011 )
Repurchase of stock (757 ) (3,034 )
Prepayment of accelerated share repurchase (111 ) (120 )
Stock option exercises 25
166
Cash required for financing activities (2,192 ) (4,558 )
Net increase / (decrease) in cash and cash equivalents
213
(2,815 )
Cash and cash equivalents at beginning of period 2,512
4,046
Cash and cash equivalents at end of period $ 2,725
$ 1,231


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes


Consolidated Statements of Cash Flows
	Nine Months Ended
(millions) (unaudited)	October 30, 2021		October 31, 2020
Operating activities
Net earnings	$	5,402	$	2,988


Adjustments to reconcile net earnings to cash provided by operating activities:
Depreciation and amortization	1,952		1,848
Share-based compensation expense	187		161
Deferred income taxes	233		26
Gain on Dermstore sale	(335)		—
Loss on extinguishment of debt	—		512
Noncash losses / (gains) and other, net	18		124
Changes in operating accounts:
Inventory	(4,305)		(3,720)
Other assets	(117)		(174)
Accounts payable	3,284		4,287
Accrued and other liabilities	(722)		992


Cash provided by operating activities	5,597		7,044
Investing activities
Expenditures for property and equipment	(2,483)		(2,009)
Proceeds from disposal of property and equipment	23		27
Proceeds from Dermstore sale	356		—
Other investments	14		(3)
Cash required for investing activities	(2,090)		(1,985)
Financing activities
Additions to long-term debt	—		2,480
Reductions of long-term debt	(112)		(2,395)
Dividends paid	(1,116)		(1,002)
Repurchase of stock	(5,042)		(741)

Stock option exercises	5		18
Cash required for financing activities	(6,265)		(1,640)
Net (decrease) / increase in cash and cash equivalents	(2,758)		3,419
Cash and cash equivalents at beginning of period	8,511		2,577
Cash and cash equivalents at end of period	$	5,753	$	5,996
Supplemental information
Leased assets obtained in exchange for new finance lease liabilities	$	234	$	344
Leased assets obtained in exchange for new operating lease liabilities	482		186

See accompanying Notes to Consolidated Financial ~~Statements.~~

Statements.


TARGET CORPORATION						Q3 2021 Form 10-Q			4

Consolidated Statements of Shareholders’ Investment
Common
Stock
Additional

Accumulated Other

Stock
Par
Paid-in
Retained
Comprehensive

(millions) (unaudited) Shares
Value
Capital
Earnings

(Loss) / Income

Total
January 30, 2016 602.2
$ 50
$ 5,348
$ 8,188
$ (629 ) $ 12,957
Net earnings —
—
—
2,737
—
2,737
Other comprehensive loss —
—
—
—
(9 ) (9 )
Dividends declared —
—
—
(1,359 ) —
(1,359 )
Repurchase of stock (50.9 ) (4 ) —
(3,682 ) —
(3,686 )
Stock options and awards 4.9
—
313
—
—
313
January 28, 2017 556.2
$ 46
$ 5,661
$ 5,884
$ (638 ) $ 10,953
Net earnings —
—
—
1,833
—
1,833
Other comprehensive income —
—
—
—
28
28
Dividends declared —
—
—
(1,016 ) —
(1,016 )
Repurchase of stock (13.3 ) (1 ) —
(750 ) —
(751 )
Stock to be received upon settlement of ASR —
—
—
(11 ) —
(11 )
Stock options and awards 1.0
—
101
—
—
101
October 28, 2017 543.9
$ 45
$ 5,762
$ 5,940
$ (610 ) $ 11,137


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes


Consolidated Statements of Shareholders’ Investment
	Common	Stock		Additional				Accumulated Other
	Stock	Par		Paid-in		Retained		Comprehensive
(millions) (unaudited)	Shares	Value		Capital		Earnings		(Loss) / Income		Total
February 1, 2020	504.2	$	42	$	6,226	$	6,433	$	(868)	$	11,833
Net earnings	—	—		—		284		—		284
Other comprehensive income	—	—		—		—		14		14
Dividends declared	—	—		—		(333)		—		(333)
Repurchase of stock	(5.7)	—		—		(609)		—		(609)

Stock options and awards	1.4	—		(20)		—		—		(20)
May 2, 2020	499.9	$	42	$	6,206	$	5,775	$	(854)	$	11,169
Net earnings	—	—		—		1,690		—		1,690
Other comprehensive income	—	—		—		—		21		21
Dividends declared	—	—		—		(344)		—		(344)

Stock options and awards	0.4	—		42		—		—		42
August 1, 2020	500.3	$	42	$	6,248	$	7,121	$	(833)	$	12,578
Net earnings	—	—		—		1,014		—		1,014
Other comprehensive income	—	—		—		—		36		36
Dividends declared	—	—		—		(346)		—		(346)


Stock options and awards	0.5	—		37		—		—		37
October 31, 2020	500.8	$	42	$	6,285	$	7,789	$	(797)	$	13,319
Net earnings	—	—		—		1,380		—		1,380
Other comprehensive income	—	—		—		—		41		41
Dividends declared	—	—		—		(344)		—		(344)

Stock options and awards	0.1	—		44		—		—		44
January 30, 2021	500.9	$	42	$	6,329	$	8,825	$	(756)	$	14,440


TARGET CORPORATION						Q3 2021 Form 10-Q			5


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes


Consolidated Statements of Shareholders’ Investment
	Common	Stock		Additional				Accumulated Other
	Stock	Par		Paid-in		Retained		Comprehensive
(millions) (unaudited)	Shares	Value		Capital		Earnings		(Loss) / Income		Total
January 30, 2021	500.9	$	42	$	6,329	$	8,825	$	(756)	$	14,440
Net earnings	—	—		—		2,097		—		2,097
Other comprehensive income	—	—		—		—		31		31
Dividends declared	—	—		—		(343)		—		(343)
Repurchase of stock	(6.1)	(1)		—		(1,207)		—		(1,208)
Stock options and awards	1.3	—		(58)		—		—		(58)
May 1, 2021	496.1	$	41	$	6,271	$	9,372	$	(725)	$	14,959
Net earnings	—	—		—		1,817		—		1,817
Other comprehensive income	—	—		—		—		12		12
Dividends declared	—	—		—		(445)		—		(445)
Repurchase of stock	(6.6)	—		—		(1,544)		—		(1,544)
Stock options and awards	0.2	—		61		—		—		61
July 31, 2021	489.7	$	41	$	6,332	$	9,200	$	(713)	$	14,860
Net earnings	—	—		—		1,488		—		1,488
Other comprehensive income	—	—		—		—		26		26
Dividends declared	—	—		—		(439)		—		(439)
Repurchase of stock	(8.8)	(1)		—		(2,180)		—		(2,181)
Stock options and awards	—	—		49		—		—		49
October 30, 2021	480.9	$	40	$	6,381	$	8,069	$	(687)	$	13,803

We declared $0.90 and $0.68 dividends per share for the three months ended October 30, 2021, and October 31, 2020, respectively, and $2.70 per share for the fiscal year ended January 30, 2021.

See accompanying Notes to Consolidated Financial ~~Statements.~~Statements.


TARGET CORPORATION						Q3 2021 Form 10-Q			6


			FINANCIAL STATEMENTS			Table of Contents
			INDEX			Index to Notes


TARGET CORPORATION						Q3 2021 Form 10-Q			7


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Notes

Notes to Consolidated Financial Statements (unaudited)

1. Accounting Policies

These unaudited condensed consolidated financial statements are prepared in accordance with the rules and regulations of the Securities and Exchange Commission applicable to interim financial statements. While these statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by United States generally accepted accounting principles (U.S. GAAP) for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the financial statement disclosures in our ~~2016~~2020 Form 10-K.

We use the same accounting policies in preparing quarterly and annual financial statements. ~~All adjustments necessary for~~

We operate as a ~~fair presentation~~single segment that is designed to enable guests to purchase products seamlessly in stores or through our digital channels. Nearly all of ~~quarterly operating results~~our revenues are ~~reflected herein and~~generated in the U.S. The vast majority of our long-lived assets are of a normal, recurring nature. Certain prior-year amounts have been reclassified to conform to the current year presentation. Note 3 provides more information about a reclassification of supply chain-related depreciation expense to cost of sales. Unless otherwise noted, amounts presentedlocated within the ~~Notes to Consolidated Financial Statements refer to our continuing operations.~~U.S.

Due to the seasonal nature of our business, quarterly revenues, expenses, earnings, and cash flows are not necessarily indicative of the results that may be expected for the full year.

2. ~~Revenues~~Coronavirus (COVID-19)

The novel coronavirus (COVID-19) pandemic continues to evolve. In ~~May 2014,~~2020, states and cities took various measures in response to COVID-19, including mandating the ~~FASB issued Accounting Standards Update (ASU) No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606).~~ 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, including same-day fulfillment options.Note 4 presents sales by category. We ~~plan to adopt the standard~~have taken various actions, including accelerating purchases of certain merchandise in our core categories and, early in the ~~first~~pandemic, slowing or canceling purchase orders, primarily for Apparel and Accessories. As a result, during the quarter ended May 2, 2020, we recorded $216 million of ~~fiscal 2018 using the full retrospective approach. We do not expect the standard to materially affect~~purchase order cancellation fees in Cost of Sales.

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 has historically represented less than 1 percent of our consolidated revenues, operating income, and net ~~earnings, financial position, or cash flows. We expect minor changes to the timing of recognition of revenues related to promotional gift cards.~~assets.

We are nearly complete with our evaluation of the impact the standard has on our determination of whether we act as principal or agent in certain vendor arrangements where the purchase and sale of inventory are virtually simultaneous. We record revenue and related costs on a gross basis for


TARGET CORPORATION						Q3 2021 Form 10-Q			8


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Notes

4. Revenues

General merchandise sales represent the vast majority of ~~these arrangements, which represent approximately 3 percent~~our revenues. We also earn revenues from a variety of ~~our consolidated sales. We expect to conclude that we should continue to record these transactions on a gross basis.~~

~~We expect to present certain~~ other ~~income streams, including~~sources, most notably credit card ~~profit sharing~~profit-sharing income from our arrangement with TD Bank Group (TD).


Revenues	Three Months Ended				Nine Months Ended
(millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Apparel and accessories (a)	$	4,364	$	3,927	$	13,384	$	10,630
Beauty and household essentials (b)	6,980		6,103		20,070		18,172
Food and beverage (c)	5,074		4,397		14,617		13,158
Hardlines (d)	3,841		3,377		11,654		9,959
Home furnishings and décor (e)	4,989		4,506		14,147		12,395
Other	42		26		123		89
Sales	25,290		22,336		73,995		64,403

Credit card profit sharing	184		164		527		488
Other	178		132		487		331
Other revenue	362		296		1,014		819

Total revenue	$	25,652	$	22,632	$	75,009	$	65,222

(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 anour 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 and 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 ~~line on our Consolidated Statements~~and are recorded upon delivery to the guest or upon guest pickup at the store. Sales are recognized net of ~~Operations upon adoption.~~

~~3. Cost~~expected returns, which we estimate using historical return patterns. As of ~~Sales~~October 30, 2021, January 30, 2021, and ~~Selling, General and Administrative Expenses~~

~~Beginning in~~October 31, 2020, the ~~second quarter of 2017, we reclassified supply chain-related depreciation expense to cost of sales whereas it~~accrual for estimated returns was previously included in depreciation and amortization on our Consolidated Statements of Operations. We reclassified prior year amounts to reflect this change. This reclassification increased cost of sales by $60$210 million, $139 million, and ~~$189~~$182 million, respectively.

Revenue from Target gift card sales is recognized upon gift card redemption, which is typically within one year of issuance.


Gift Card Liability Activity	January 30, 2021		Gift Cards Issued During Current Period But Not Redeemed (b)		Revenue Recognized From Beginning Liability		October 30, 2021
(millions)
Gift card liability (a)	$	1,035	$	502	$	(631)	$	906

(a)Included in Accrued and Other Current Liabilities.

(b)Net of estimated breakage.

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 ~~the three~~performing account servicing and ~~nine months ended October 28, 2017, respectively,~~primary marketing functions. TD underwrites, funds, and ~~$65 million~~owns Target Credit Card and ~~$200 million for the three~~Target MasterCard receivables, controls risk management policies, and nine months ended October 29, 2016, respectively, with equal and offsetting decreases to depreciation and amortization. This reclassification had no impact on sales, earnings before interest expense and income taxes, net earnings or earnings per share.oversees regulatory compliance.

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


TARGET CORPORATION						Q3 2021 Form 10-Q			9


		FINANCIAL STATEMENTS	Table of Contents
~~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~~ ~~Import costs~~NOTES	~~Compensation and benefit costs for stores and~~ ~~headquarters~~ ~~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~~ ~~U.S. credit cards servicing expenses and profit~~ ~~sharing~~ ~~Costs associated with accepting 3~~^rd ~~party bank issued~~ ~~payment cards~~ ~~Litigation and defense costs and related insurance~~ ~~recovery~~ ~~Other administrative costs~~Index to Notes

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

4.5. Fair Value Measurements

Fair value measurements are reported in one of three levels reflecting the valuation techniques used to determine fair value.


Financial Instruments Measured On a Recurring Basis			Fair Value
(millions)	Classification	Pricing Category	October 30, 2021		January 30, 2021		October 31, 2020
Assets
Short-term investments	Cash and Cash Equivalents	Level 1	$	4,818	$	7,644	$	5,089
Prepaid forward contracts	Other Current Assets	Level 1	44		38		32
Equity securities	Other Current Assets	Level 1	—		—		19
Interest rate swaps	Other Current Assets	Level 2	12		—		—
Interest rate swaps	Other Noncurrent Assets	Level 2	116		188		205
Liabilities

Interest rate swaps	Other Noncurrent Liabilities	Level 2	—		—		3

Fair Value Measurements - Recurring Basis Fair Value at
(millions) Pricing Category October 28,
2017
January 28,
2017
October 29,
2016
Assets

Cash and cash equivalents

Short-term investments held by U.S. entities Level 1 $ 953
$ 1,110
$ —
Short-term investments held by entities located outside the U.S. ^(a)
Level 1 1,050
762
514
Other current assets

Prepaid forward contracts Level 1 30
26
28
Beneficial interest asset Level 3 3
12
10
Interest rate swaps ^(b)
Level 2 —
1
—
Other noncurrent assets

Interest rate swaps ^(b)
Level 2 1
4
19
Beneficial interest asset Level 3 —
—
5


Significant Financial Instruments Not Measured at Fair Value (a) (millions)	October 30, 2021				January 30, 2021				October 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion (b)	$	10,605	$	12,300	$	10,643	$	12,787	$	10,641	$	12,787

^(a) ~~Amounts may be subject to tax if repatriated.~~

^(b) ~~See Note 8 for additional information on interest rate swaps.~~

Significant Financial Instruments not Measured at Fair Value ^(a)

(millions)
October 28, 2017 January 28, 2017 October 29, 2016
Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value

Debt ^(b)
$ 11,522
$ 12,403
$ 11,715
$ 12,545
$ 11,802
$ 13,171

^(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 ~~carrying amount and estimated~~ 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 ~~capital~~ lease ~~obligations.~~liabilities.

~~5. 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, which typically settle in 5 days or less.

(millions) October 28,
2017
January 28,
2017
October 29,
2016

Cash held by U.S. entities $ 242
$ 257
$ 247
Cash held by entities located outside the U.S. ^(a)
34
17
35
Short-term investments held by U.S. entities 953
1,110
—
Short-term investments held by entities located outside the U.S. ^(a)
1,050
762
514
Receivables from third-party financial institutions for credit and debit card transactions 446
366
435
Cash and cash equivalents $ 2,725
$ 2,512
$ 1,231

^(a) ~~Amounts may be subject to tax if repatriated.~~

6. Property and Equipment

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 or discontinue projects—~~changes—indicate that the asset’s carrying value may not be recoverable. We recognized impairment ~~losses~~charges of $1$3 million and ~~$89~~$84 million during the three and nine months ended October 28, 2017, respectively, primarily resulting from planned or completed store closures and supply chain changes for the nine month period. Storm-related write-offs of property and equipment, net of insurance recoveries, were immaterial.30, 2021, respectively. We recognized impairment ~~losses~~charges of $9$2 million and ~~$37~~$62 million during the three and nine months ended October 29, 2016, respectively, primarily resulting from planned or completed store closures. The impairments are recorded in selling, general and administrative expense on the Consolidated Statements of Operations and31, 2020, respectively. These impairment charges are included in ~~segment results.~~Selling, General and Administrative Expenses (SG&A).

7. ~~Notes Payable~~Commercial Paper and Long-Term Debt

In October ~~2017,~~2021, we ~~issued~~obtained a committed $3.0 billion unsecured ~~fixed rate debt of $750 million at 3.9%~~revolving credit facility that ~~matures~~will expire in ~~November 2047. During the three months ended~~ October ~~28, 2017, we repurchased $344 million of debt before its maturity at a market value of $463 million. We recognized a loss on early retirement of approximately $123 million, which~~2026. This new facility replaced our $2.5 billion unsecured revolving credit facility that was ~~recorded~~set to expire in ~~net interest expense in our Consolidated Statements of Operations.~~

~~In May 2017, we used cash on hand to repay $598 million of debt at its maturity.~~

In April 2016, we issued unsecured fixed rate debt of $1 billion at 2.5% that matures in April 2026 and $1 billion at 3.625% that matures in April 2046. During the first and second quarter of 2016, we repurchased $565 million and $824 million of debt, respectively, before its maturity at a market value of $820 million ~~and $981 million~~, respectively. We recognized a loss on early retirement of approximately $261 million and $161 million in first and second quarter of 2016, respectively, which was recorded in net interest expense in our Consolidated Statements of Operations.

~~We obtain short-term financing from time to time under our commercial paper program, a form of notes payable.~~October 2023. No balances were outstanding under either credit facility at any time during the nine months ended October 28, 2017. For the three and nine months ended October 29, 2016, the maximum amount outstanding was $89 million and the average daily amounts outstanding were $3 million and $1 million, respectively, at a weighted average annual interest rate of 0.43 percent. At October 29, 2016, $89 million was outstanding.2021 or 2020.

8. Derivative Financial Instruments

Our derivative instruments ~~primarily~~ consist of interest rate swaps ~~which we use~~used to mitigate interest rate risk. As a result, ~~of our use of derivative instruments,~~ we have counterparty credit exposure to large global financial ~~institutions. We~~institutions, which we monitor ~~this concentration of counterparty credit risk~~ on an ongoing basis. ~~See~~ Note ~~4 for a description of~~5 to the Consolidated Financial Statements provides the fair value ~~measurement~~and classification of ~~our derivative instruments and their classification on the Consolidated Statements of Financial Position.~~these instruments.

As of October ~~28, 2017~~30, 2021, January 30, 2021, and October ~~29, 2016,~~31, 2020, we were party to interest rate swaps with notional amounts totaling ~~$1,000 million were~~$1.5 billion. We pay a floating rate and receive a fixed rate under each of these agreements. All of the agreements are designated as fair value ~~hedges.No ineffectiveness was recognized~~hedges, and all were considered to be perfectly effective under the shortcut method during the three and nine months ended October ~~28, 2017 or~~30, 2021, and October ~~29, 2016.~~31, 2020.


TARGET CORPORATION						Q3 2021 Form 10-Q			10


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Notes

As of October ~~28, 2017~~30, 2021, we were party to forward-starting interest rate swaps with notional amounts totaling $1.25 billion. As of January 30, 2021, and October ~~29, 2016, one~~31, 2020, we were party to forward-starting interest rate ~~swap~~swaps with a notional ~~amount~~amounts totaling $250 million. We use these derivative financial instruments, which have been designated as cash flow hedges, to hedge the interest rate exposure of ~~$250 million was not designated a fair value hedge because it was de-designated concurrent with the repurchase of~~anticipated future debt issuances during the ~~first half~~next three years. As of ~~2016.~~

~~We recorded income~~October 30, 2021, Accumulated Other Comprehensive Loss (AOCI) included a gain of $2$15 million that will be reclassified and ~~$8 million during the three and nine months ended October 28, 2017, respectively, and $5 million and $21 million during the three and nine months ended October 29, 2016, respectively, within net~~reduce Net Interest Expense as we record interest expense on ~~our Consolidated Statements of Operations related to periodic payments, valuation adjustments, and amortization of gains or losses on our interest rate swaps.~~the associated debt.


Effect of Hedges on Debt (millions)	October 30, 2021		January 30, 2021		October 31, 2020



Long-term debt and other borrowings
Carrying amount of hedged debt	$	1,609	$	1,677	$	1,696
Cumulative hedging adjustments, included in carrying amount	114		183		203


Effect of Hedges on Net Interest Expense	Three Months Ended				Nine Months Ended
(millions)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020


Gain (loss) on fair value hedges recognized in Net Interest Expense
Interest rate swap designated as fair value hedges	$	(40)	$	(36)	$	(69)	$	66
Hedged debt	40		36		69		(66)
Total	$	—	$	—	$	—	$	—

9. ~~Leases~~

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases.~~ The new standard requires lessees to record assets and liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.

We must adopt the standard no later than the first quarter of 2019, which begins on February 3, 2019. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements.

We plan to adopt the standard in the first quarter of 2018. We will take advantage of the transition package of practical expedients permitted within the new standard, which among other things, allows us to carryforward the historical lease classification. In addition, we are electing the hindsight practical expedient to determine the reasonably certain lease term for existing leases. While lease classification will remain unchanged, hindsight will result in generally shorter accounting lease terms and useful lives of the corresponding leasehold improvements. We will make an accounting policy election that will keep leases with an initial term of 12 months or less off of the balance sheet and will result in recognizing those lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term.

While we are continuing to assess all potential impacts of the standard, we expect total liabilities to increase by $1.3-$1.5 billion, with an offsetting increase to leased assets of $1.2-$1.4 billion as of the date of adoption. The difference between these amounts will be recorded as an adjustment to retained earnings. We do not believe the standard will materially affect our consolidated net earnings. These estimates — based on our current lease portfolio — may change as we continue to evaluate the new standard and as we implement a new lease accounting information system. The estimates could also change due to changes in the lease portfolio, which could include (a) lease volume, (b) lease commencement dates, and (c) renewal option and lease termination expectations. We will update our estimates each quarter as changes occur.

~~We do not believe the new standard will have a notable impact on our liquidity. The standard will have no impact on our debt-covenant compliance under our current agreements.~~

~~10. Income Taxes~~

Three Months Ended Nine Months Ended
(dollars in millions) October 28,
2017
October 29,
2016
October 28,
2017
October 29,
2016
Income tax expense $ 137
$ 311
$ 802
$ 910
Effective tax rate ^(a)
22.3 % 33.8 % 30.5 % 33.0 %

^(a) For the three months ended October 28, 2017, the income tax rate decreased 11.5% compared with the three months ended October 29, 2016. Benefits from our global sourcing operations drove 9.6 percentage points of the decline (3.7 percentage points of which is due to lower earnings before income taxes). This includes $55 million of prior-period discrete tax benefits primarily related to our global sourcing operations. For the nine months ended October 28, 2017, the income tax rate decreased 2.5% compared with the nine months ended October 29, 2016. Benefits from our global sourcing operations drove 2.7 percentage points of rate decline. This includes $56 million of prior-period discrete tax benefits primarily related to our global sourcing operations.

~~11.~~ Share Repurchase

Nine Months Ended
(millions, except per share data) October 28,
2017
October 29,
2016
Total number of shares purchased 10.8
38.5
Average price paid per share $ 56.80
$ 72.87
Total investment $ 611
$ 2,807

~~Note: Accelerated share~~We periodically repurchase ~~(ASR) activity in 2017 and 2016 is omitted because the transactions were not fully settled as of October 28, 2017 and October 29, 2016.~~

~~During the third quarter of 2017, we entered into an ASR to repurchase $150 to $250 million~~shares of our common stock under ~~the existing $5 billion~~a board-authorized repurchase program through a combination of open market transactions, accelerated share repurchase ~~program. Under the agreement, we prepaid $250 million~~arrangements, and received an initial delivery of 2.5 million shares, which were retired, resulting in a $139 million reduction to shareholders' investment. As of October 28, 2017, $11 million is included in the Consolidated Statement of Financial Position as an additional reduction to shareholders' investment because the minimum repurchase will be $150 million. The remaining $100 million is included in other ~~current assets. The ASR is not accounted for as a derivative instrument.~~privately negotiated transactions with financial institutions.

In November 2017, the ASR settled. We received an additional 0.3 million shares, which were retired, and $89 million for the remaining amount not settled in shares. In total, we repurchased 2.8 million shares under the ASR for a total cash investment of $161 million ($57.78 per share).


Share Repurchase Activity	Three Months Ended				Nine Months Ended
(millions, except per share data)	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Number of shares purchased	8.8		—		21.5		5.7
Average price paid per share	$	246.80	$	—	$	226.93	$	107.58
Total investment	$	2,184	$	—	$	4,884	$	609

During the third quarter of 2016, we entered into an ASR to repurchase $250 to $350 million of our common stock. Under the agreement, we prepaid $350 million and received an initial delivery of 3.4 million shares, which were retired, resulting in a $230 million reduction to shareholders' investment. As of October 29, 2016, $20 million was included in the Consolidated Statement of Financial Position as an additional reduction to shareholders' investment because the minimum repurchase was $250 million. The remaining $100 million was included in other current assets. The ASR was not accounted for as a derivative instrument.

In November 2016, the ASR settled. We received an additional 1.3 million shares, which were retired, and $36 million for the remaining amount not settled in shares. In total, we repurchased 4.6 million shares under the ASR for a total cash investment of $314 million ($67.67 per share).

~~12.~~10. Pension Benefits

We provide pension plan benefits to ~~certain~~ eligible team members.


Net Pension Benefits Expense		Three Months Ended				Nine Months Ended
(millions)	Classification	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Service cost benefits earned	SG&A	$	25	$	25	$	73	$	76
Interest cost on projected benefit obligation	Net Other (Income) / Expense	24		30		72		89
Expected return on assets	Net Other (Income) / Expense	(60)		(61)		(178)		(182)
Amortization of losses	Net Other (Income) / Expense	28		32		85		96
Amortization of prior service cost	Net Other (Income) / Expense	2		(3)		1		(9)
Settlement charges	Net Other (Income) / Expense	—		1		—		1
Total		$	19	$	24	$	53	$	71


TARGET CORPORATION						Q3 2021 Form 10-Q			11

Net Pension Benefits Expense Three Months Ended Nine Months Ended
(millions) October 28,
2017
October 29,
2016
October 28,
2017
October 29,
2016
Service cost $ 21
$ 20
$ 63
$ 61
Interest cost 34
34
103
103
Expected return on assets (61 ) (64 ) (184 ) (193 )
Amortization of losses 15
12
45
37
Amortization of prior service cost (3 ) (2 ) (8 ) (8 )
Total $ 6
$ —
$ 19
$ —


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Notes

~~In March 2017, the FASB issued ASU 2017-07,~~ ~~Compensation – Retirement Benefits (Topic 715)~~, which requires employers to disaggregate and present separately the current service cost component from the other components of net benefit cost within the Consolidated Statement of Operations. We plan to adopt the standard in the first quarter of fiscal 2018. We expect to reclassify the other components of net benefit cost to an other income and expense line on our Consolidated Statements of Operations upon adoption.

~~13.~~11. Accumulated Other Comprehensive ~~(Loss)/ Income~~Loss


Change in Accumulated Other Comprehensive Loss	Cash Flow Hedges		Currency Translation Adjustment		Pension		Total
(millions)
January 30, 2021	$	(3)	$	(18)	$	(735)	$	(756)
Other comprehensive income (loss) before reclassifications, net of tax	7		(1)		—		6
Amounts reclassified from AOCI, net of tax	—		—		63		63
October 30, 2021	$	4	$	(19)	$	(672)	$	(687)


TARGET CORPORATION						Q3 2021 Form 10-Q			12

(millions)
Cash Flow
Hedges

Currency
Translation
Adjustment

Pension and
Other
Benefits

Total
January 28, 2017 $ (16 ) $ (21 ) $ (601 ) $ (638 )
Other comprehensive income before reclassifications —
3
1
4
Amounts reclassified from AOCI 3
^(a)
—
21
^(b)
24
October 28, 2017 $ (13 ) $ (18 ) $ (579 ) $ (610 )


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

^(a)~~Represents amortization of gains and losses on cash flow hedges, net of $2 million of taxes.~~

^(b)~~Represents amortization of pension and other benefit liabilities, net of $15 million of taxes.~~

~~14. Segment Reporting~~

Our segment measure of profit (segment earnings before interest expense and income taxes) is used by management to evaluate performance and make operating decisions. 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. Virtually all of our consolidated revenues are generated in the United States. The vast majority of our long–lived assets are located within the United States.

Business Segment Results Three Months Ended Nine Months Ended
(millions) October 28,
2017
October 29,
2016
October 28,
2017
October 29,
2016
Sales $ 16,667
$ 16,441
$ 49,113
$ 48,805
Cost of sales ^(a)
11,712
11,536
34,330
33,957
Gross margin 4,955
4,905
14,783
14,848
Selling, general, and administrative expenses ^(c)
3,512
3,343
10,027
9,741
Depreciation and amortization (exclusive of depreciation included in cost of sales) ^(a)
574
505
1,596
1,486
Segment earnings before interest expense and income taxes 869
1,057
3,160
3,621
Pharmacy Transaction-related costs ^(b)(c)
—
4
—
—
Earnings from continuing operations before interest expense and income taxes 869
1,061
3,160
3,621
Net interest expense 254
142
532
864
Earnings from continuing operations before income taxes $ 615
$ 919
$ 2,628
$ 2,757

~~Note: Amounts may not foot due to rounding.~~

^(a) ~~Refer to Note 3 for information about the impact of a reclassification of supply chain-related depreciation expense.~~

^(b) ~~Represents items related to the December 2015 sale of our former pharmacy and clinic businesses to CVS (Pharmacy Transaction).~~

^(c) ~~The sum of segment SG&A expenses and Pharmacy Transaction-related costs equal consolidated SG&A expenses.~~

Reconciliation of Segment Assets to Total Assets
(millions)
October 28,
2017
January 28,
2017
October 29,
2016
Segment assets $ 40,693
$ 37,350
$ 38,524
Assets of discontinued operations 15
81
79
Total assets $ 40,708
$ 37,431
$ 38,603

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Executive~~Financial Summary

Third quarter ~~2017 includes~~2021 included the following notable items:

•GAAP diluted earnings per share ~~from continuing operations~~ were ~~$0.87.~~$3.04.

•Adjusted diluted earnings per share ~~from continuing operations~~ were ~~$0.91.~~$3.03.

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

•Comparable sales increased ~~0.9~~12.7 percent, driven primarily by a ~~1.4~~12.9 percent increase in traffic.

◦Comparable ~~digital channel~~stores originated sales grew 9.7 percent.

◦Comparable digitally originated sales increased 2428.9 percent.

~~We devoted $847 million to capital investment, paid dividends~~•Operating income of ~~$339 million, and returned $171 million through share repurchases, including ASR transactions initiated during~~$2.0 billion was 3.9 percent higher than for the ~~quarter and settled in November 2017.~~comparable prior-year period.

Sales were ~~$16,667 million~~$25.3 billion for the three months ended October ~~28, 2017,~~30, 2021, an increase of ~~$226 million~~$3.0 billion, or ~~1.4~~13.2 percent, from the same period in the prior year. During the third quarter of 2017, Hurricanes Harvey and Irma caused widespread damage in Texas and Florida and resulted in temporary closure of some of our stores. The net sales impact and storm-related costs, net of insurance recoveries, was immaterial. Operating cashcomparable prior-year period. Cash flow provided by ~~continuing operations~~operating activities was ~~$4,414 million and $2,770 million~~$5.6 billion for the nine months ended October ~~28, 2017 and October 29, 2016, respectively. The operating cash flow increase is primarily due to increased payables leverage driven by changes in vendor payment terms during~~30, 2021, a decrease of $1.4 billion, or (20.5) percent, from $7.0 billion for the nine months ended October ~~28, 2017, compared to~~31, 2020. The drivers of the ~~nine months ended October 29, 2016. The~~ operating cash flow increase is also partially due to the payment of approximately $500 million of taxes during the first quarter of 2016, primarily related to the December 2015 sale of our pharmacy and clinic businesses (Pharmacy Transaction)decrease are described on page 21. These increases were partially offset by a larger inventory increase during the nine months ended October 28, 2017 compared to the nine months ended October 29, 2016, due to an earlier increase for the holiday season.


Earnings Per Share	Three Months Ended						Nine Months Ended
	October 30, 2021		October 31, 2020		Change		October 30, 2021		October 31, 2020		Change
GAAP diluted earnings per share	$	3.04	$	2.01	51.6	%	$	10.87	$	5.91	83.9	%
Adjustments	(0.01)		0.78				(0.50)		0.83
Adjusted diluted earnings per share	$	3.03	$	2.79	8.7	%	$	10.37	$	6.75	53.7	%

Earnings Per Share from Continuing Operations Three Months Ended
Nine Months Ended
October 28,
2017
October 29,
2016
Change
October 28,
2017
October 29,
2016
Change
GAAP diluted earnings per share $ 0.87
$ 1.06
(17.7 )% $ 3.31
$ 3.14
5.4 %
Adjustments 0.04
(0.01 ) 0.03
0.42

Adjusted diluted earnings per share $ 0.91
$ 1.04
(13.1 )% $ 3.34
$ 3.56
(6.2 )%

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 not related to our routine retail operations.~~items. Management believes that Adjusted EPS is ~~meaningful to provide~~useful in providing period-to-period comparisons of the results of our ~~operating results.~~operations. A reconciliation of non-GAAP financial measures to GAAP measures is ~~provided~~ provided on page ~~18.~~18.

We report after-tax return on invested capital (ROIC) ~~from continuing operations~~ because we believe ROIC provides a meaningful measure of ~~the effectiveness of~~ our capital allocation effectiveness over time. For the trailing twelve months ended October ~~28, 2017,~~30, 2021, after-tax ROIC was ~~13.7~~31.3 percent, compared with ~~16.3~~19.9 percent for the trailing twelve months ended October ~~29, 2016. Excluding the net gain on the Pharmacy Transaction, ROIC was 14.3 percent for the trailing twelve months ended October 29, 2016. A reconciliation~~31, 2020. The calculation of ROIC is provided onpage ~~20.~~20.

COVID-19

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, including country of origin production and port delays. Additionally, 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. While our inventory position is over $2 billion higher than a year ago, if we are unable to continue to source enough inventory and move it through our supply chain to our stores on a timely basis, we may experience increased out-of-stocks and lost sales. Some of these supply chain disruptions and resulting actions have resulted in increased costs. The Gross Margin Rate analysis on page 16 provides additional information.


TARGET CORPORATION						Q3 2021 Form 10-Q			13


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

Analysis of Results of Operations

~~Segment Results~~


Summary of Operating Income	Three Months Ended						Nine Months Ended
(dollars in millions)	October 30, 2021		October 31, 2020		Change		October 30, 2021		October 31, 2020		Change
Sales	$	25,290	$	22,336	13.2	%	$	73,995	$	64,403	14.9	%
Other revenue	362		296		22.3		1,014		819		23.9
Total revenue	25,652		22,632		13.3		75,009		65,222		15.0
Cost of sales	18,206		15,509		17.4		52,202		45,692		14.2
Selling, general and administrative expenses	4,859		4,647		4.6		14,217		13,167		8.0
Depreciation and amortization (exclusive of depreciation included in cost of sales)	577		541		6.4		1,739		1,660		4.8
Operating income	$	2,010	$	1,935	3.9	%	$	6,851	$	4,703	45.7	%

Three Months Ended
Nine Months Ended
(dollars in millions) October 28,
2017
October 29,
2016
Change
October 28,
2017
October 29,
2016
Change
Sales $ 16,667
$ 16,441
1.4 % $ 49,113
$ 48,805
0.6 %
Cost of sales ^(a)
11,712
11,536
1.5
34,330
33,957
1.1
Gross margin 4,955
4,905
1.0
14,783
14,848
(0.4 )
SG&A expenses ^(b)
3,512
3,343
5.1
10,027
9,741
2.9
Depreciation and amortization (exclusive of depreciation included in cost of sales) ^(a)
574
505
13.7
1,596
1,486
7.4
EBIT $ 869
$ 1,057
(17.8 )% $ 3,160
$ 3,621
(12.7 )%


Rate Analysis	Three Months Ended				Nine Months Ended
	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Gross margin rate	28.0	%	30.6	%	29.5	%	29.1	%
SG&A expense rate	18.9		20.5		19.0		20.2
Depreciation and amortization expense rate (exclusive of depreciation included in cost of sales)	2.2		2.4		2.3		2.5
Operating income margin rate	7.8		8.5		9.1		7.2

Note: ~~See Note 14 of our Financial Statements for a reconciliation of our segment results to earnings before income taxes.~~

^(a) ~~Refer to Note 3 of the Financial Statements for information about a reclassification of supply chain-related depreciation expense to~~Gross margin rate is calculated as gross margin (sales less cost of sales) divided by sales.

^(b)SG&A expenses include $170 million and $512 million net profit-sharing income under our credit card program agreement for the three and nine months ended October 28, 2017, respectively, and $168 million and $489 million for the three and nine months ended October 29, 2016, respectively.

Rate Analysis Three Months Ended Nine Months Ended
October 28,
2017
October 29,
2016
October 28,
2017
October 29,
2016
Gross margin rate ^(a)
29.7 % 29.8 % 30.1 % 30.4 %
SG&A expense rate 21.1
20.3
20.4
20.0
Depreciation and amortization (exclusive of depreciation included in cost of sales) expense rate ^(a)
3.4
3.1
3.2
3.0
EBIT margin rate 5.2
6.4
6.4
7.4

~~Note: Rate analysis metrics~~ All other rates are ~~computed~~calculated by dividing the applicable amount by ~~sales.~~total revenue.

^(a)~~Reclassifying supply chain-related depreciation expense to cost of sales reduced the gross margin and depreciation and amortization rates by 0.4 percentage points for all periods presented.~~

Sales

Sales include all merchandise sales, net of expected returns, and our estimate of gift card breakage. ~~Digital channel~~We use comparable sales ~~include all sales initiated through mobile applications and our conventional websites. Digital channel sales may be fulfilled through our distribution centers, our vendors, or our stores.~~

Sales by Channel Three Months Ended Nine Months Ended
October 28,
2017
October 29,
2016
October 28,
2017
October 29,
2016
Stores 95.7 % 96.5 % 95.7 % 96.5 %
Digital 4.3
3.5
4.3
3.5
Total 100 % 100 % 100 % 100 %

Sales by Product Category Three Months Ended Nine Months Ended
October 28,
2017
October 29,
2016
October 28,
2017
October 29,
2016
Household essentials ^(a)
25 % 25 % 25 % 25 %
Apparel and accessories 21
21
21
21
Food and beverage ^(a)
20
21
21
21
Home furnishings and décor 20
19
18
19
Hardlines 14
14
15
14
Total 100 % 100 % 100 % 100 %

^(a) ~~For all periods presented, pet supplies, which represented approximately 2 percent of total sales, has been reclassified from food and beverage~~ to ~~household essentials.~~

~~Comparable sales is a measure that highlights~~evaluate the performance of our stores and digital ~~channels~~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,~~ 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 our wholly owned subsidiary, 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 (traffic) and the amount spent each visit (average transaction amount).


Comparable Sales	Three Months Ended				Nine Months Ended
	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Comparable sales change	12.7	%	20.7	%	14.4	%	18.7	%
Drivers of change in comparable sales
Number of transactions	12.9		4.5		14.0		2.6
Average transaction amount	(0.2)		15.6		0.3		15.7


TARGET CORPORATION						Q3 2021 Form 10-Q			14

Comparable Sales Three Months Ended Nine Months Ended
October 28,
2017
October 29,
2016
October 28,
2017
October 29,
2016
Comparable sales change 0.9 % (0.2 )% 0.3 % — %
Drivers of change in comparable sales

Number of transactions 1.4
(1.2 ) 0.9
(1.0 )
Average transaction amount (0.5 ) 1.0
(0.6 ) 1.0


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


Comparable Sales by Channel	Three Months Ended				Nine Months Ended
	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Stores originated comparable sales change	9.7	%	9.9	%	11.9	%	7.3	%
Digitally originated comparable sales change	28.9		154.5		27.8		163.9


Sales by Channel	Three Months Ended				Nine Months Ended
	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Stores originated	82.4	%	84.3	%	82.3	%	83.9	%
Digitally originated	17.6		15.7		17.7		16.1
Total	100	%	100	%	100	%	100	%


Sales by Fulfillment Channel	Three Months Ended				Nine Months Ended
	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Stores	96.7	%	96.1	%	96.5	%	96.2	%
Other	3.3		3.9		3.5		3.8
Total	100	%	100	%	100	%	100	%

Note: ~~Amounts may not foot due~~Sales fulfilled by stores include in-store purchases and digitally originated sales fulfilled by shipping merchandise from stores to ~~rounding.~~guests, Order Pickup, Drive Up, and Shipt.


Sales by Product Category	Three Months Ended				Nine Months Ended
	October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Apparel and accessories	17	%	18	%	18	%	17	%
Beauty and household essentials	28		27		27		28
Food and beverage	20		20		20		20
Hardlines	15		15		16		16
Home furnishings and décor	20		20		19		19
Total	100	%	100	%	100	%	100	%

Contribution to Comparable Sales Change Three Months Ended Nine Months Ended
October 28,
2017
October 29,
2016
October 28,
2017
October 29,
2016
Stores channel comparable sales change — % (1.0 )% (0.6 )% (0.7 )%
Digital channel contribution to comparable sales change 0.8
0.7
0.9
0.6
Total comparable sales change 0.9 % (0.2 )% 0.3 % — %

~~Note: Amounts may not foot due to rounding.~~

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.

We monitor the percentage of ~~sales~~purchases that are paid for using ~~REDcards (REDcard~~RedCards (RedCard Penetration) because our internal analysis has indicated that a meaningful portion of the incremental purchases on ~~REDcards~~RedCards are also incremental sales for Target. Guests receive a 5 percent discount on virtually all purchases when they use a ~~REDcard~~RedCard at Target. RedCard sales increased for the three and nine months ended October 30, 2021, and October 31, 2020; however, RedCard penetration declined as total Sales increased at a faster pace.


REDcard Penetration	Three Months Ended				Nine Months Ended
RedCard Penetration									RedCard Penetration	Three Months Ended				Nine Months Ended
	October 28, 2017		October 29, 2016		October 28, 2017		October 29, 2016			October 30, 2021		October 31, 2020		October 30, 2021		October 31, 2020
Target Debit Card	12.9	%	12.9	%	13.1	%	12.9	%	Target Debit Card	11.7	%	12.2	%	11.8	%	12.2	%
Target Credit Cards	11.4		11.4		11.3		11.0		Target Credit Cards	8.9		9.3		8.7		9.2
Total REDcard Penetration	24.2	%	24.3	%	24.4	%	23.9	%
Total RedCard Penetration									Total RedCard Penetration	20.7	%	21.5	%	20.5	%	21.4	%

Note: Amounts may not foot due to rounding.


TARGET CORPORATION						Q3 2021 Form 10-Q			15


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

Gross Margin Rate

For the three ~~and nine~~ months ended October ~~28, 2017,~~30, 2021, our gross margin rate was ~~29.7~~28.0 percent ~~and 30.1 percent, respectively,~~ compared with ~~29.8 percent and 30.4~~30.6 percent in the comparable ~~periods last year.~~ prior-year period. This decrease reflected the net impact of

•pressure from higher merchandise and freight costs and higher inventory shrink, partially offset by the benefit of historically low promotional and clearance markdown rates;

•supply chain pressure related to increased compensation and headcount in our distribution centers; and

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

For the ~~three and~~ nine months ended October ~~28, 2017,~~30, 2021, our gross margin rate was 29.5 percent compared with 29.1 percent in the ~~decrease was primarily due~~comparable prior-year period. This increase reflected the net impact of

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

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

•supply chain pressure related to increased ~~digital fulfillment costs. The rate was also affected by other items, including benefits from cost savings initiatives,~~compensation and headcount in our distribution centers, partially offset by the small net ~~impacts~~benefit of a higher percentage of digital sales fulfilled through our ~~efforts to improve pricing and promotions.~~lower-cost same-day fulfillment options.

Selling, General, and Administrative Expense Rate

For the three ~~and nine~~ months ended October ~~28, 2017,~~30, 2021, our SG&A expense rate was ~~21.1~~18.9 percent ~~and 20.4~~compared with 20.5 percent respectively, compared to 20.3 percent and 20.0 percent in the comparable periods last year. The increase was primarily due to higher compensation due to both bonus expense and store wages, partially offset by cost savings driven by efficiency in our technology operations and, for the ~~third quarter, timing of marketing campaigns.~~

~~Depreciation and Amortization Expense Rate~~

~~For the~~ three ~~and nine~~ months ended October ~~28, 2017,~~31, 2020. For the nine months ended October 30, 2021, our ~~depreciation and amortization (exclusive of depreciation included in cost of sales)~~SG&A expense rate was ~~3.4~~19.0 percent ~~and 3.2~~compared with 20.2 percent ~~respectively, compared to 3.1 percent and 3.0 percent in~~for the ~~comparable periods last year. These increases were primarily due to higher accelerated depreciation for planned store remodels.~~nine months ended October 31, 2020. The decreases reflect the net leverage benefit from strong revenue growth.


TARGET CORPORATION						Q3 2021 Form 10-Q			16


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

Store Data


Change in Number of Stores	Three Months Ended		Nine Months Ended
	October 30, 2021	October 31, 2020	October 30, 2021	October 31, 2020
Beginning store count	1,909	1,871	1,897	1,868
Opened	15	27	29	30
Closed	—	(1)	(2)	(1)

Ending store count	1,924	1,897	1,924	1,897

Change in Number of Stores Three Months Ended Nine Months Ended
October 28,
2017
October 29,
2016
October 28,
2017
October 29,
2016
Beginning store count 1,816
1,797
1,802
1,792
Opened 12
5
26
11
Closed —
(2 ) —
(3 )
Ending store count 1,828
1,800
1,828
1,800


Number of Stores and Retail Square Feet	Number of Stores			Retail Square Feet (a)
	October 30, 2021	January 30, 2021	October 31, 2020	October 30, 2021	January 30, 2021	October 31, 2020
170,000 or more sq. ft.	274	273	273	49,071	48,798	48,798
50,000 to 169,999 sq. ft.	1,515	1,509	1,509	190,116	189,508	189,508
49,999 or less sq. ft.	135	115	115	3,952	3,342	3,342
Total	1,924	1,897	1,897	243,139	241,648	241,648

Number of Stores and
Retail Square Feet Number of Stores
Retail Square Feet ^(a)
October 28,
2017
January 28,
2017
October 29,
2016
October 28,
2017
January 28,
2017
October 29,
2016
170,000 or more sq. ft. 276
276
278
49,326
49,328
49,685
50,000 to 169,999 sq. ft. 1,508
1,504
1,503
190,038
189,620
189,496
49,999 or less sq. ft. 44
22
19
1,268
554
464
Total 1,828
1,802
1,800
240,632
239,502
239,645

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

Other Performance Factors

Net Interest Expense

Net interest expense ~~from continuing operations~~ was ~~$254~~$105 million and ~~$532~~$317 million for the three and nine months ended October ~~28, 2017,~~30, 2021, respectively, compared ~~to $142~~with $632 million and ~~$864~~$871 million, ~~for~~respectively, in the comparable ~~periods last year. Net~~prior-year period. The decrease in net interest expense was primarily due to a loss on early retirement of debt of $512 million for the three and nine months ended October ~~28, 2017 included a net loss on early retirement of debt of $123 million.~~ 31, 2020, compared with the current-year periods.

Net ~~interest expense~~Other (Income) / Expense

Net Other (Income) / Expense was $(6) million and $(356) million for the three and nine months ended October ~~29, 2016~~30, 2021, respectively, compared with $5 million and $16 million, respectively, in the comparable prior-year periods. The nine months ended October 30, 2021, included ~~a loss~~the $335 million gain on ~~early retirement~~the February 2021 sale of ~~debt of $422 million.~~Dermstore. Note 3 to the Financial Statements provides additional information.

Provision for Income Taxes

Our effective income tax rate ~~from continuing operations~~ for the three and nine months ended October ~~28, 2017~~30, 2021, was ~~22.3~~22.1 percent and ~~30.5~~21.6 percent, respectively, compared ~~with~~ ~~33.8~~with 21.9 percent and ~~33.0~~21.7 percent, ~~for~~respectively, in the comparable periods last year. For the three and nine months ended October 28, 2017, the decrease was primarily due to prior-period discrete tax benefits related to our global sourcing operations. The rate decrease for both the three and nine months ended October 28, 2017, was also due to a benefit from our global sourcing operations related to our 2017 taxes, the rate impact of lower pretax earnings, and the resolution of other tax matters. For the nine months ended October 28, 2017, these items were partially offset by the recognition of excess tax benefits related to share-based payments for the nine months ended October 29, 2016.prior-year periods.


TARGET CORPORATION						Q3 2021 Form 10-Q			17


			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 ~~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 ~~for, generally accepted accounting principles in the United States (GAAP).~~to, U.S. GAAP. The most comparable GAAP measure is diluted earnings per ~~share from continuing operations.~~share. Adjusted EPS should not be considered in isolation or as a substitution for analysis of our results as reported ~~under~~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 30, 2021						October 31, 2020
(millions, except per share data)	Pretax		Net of Tax		Per Share Amounts		Pretax		Net of Tax		Per Share Amounts
GAAP diluted earnings per share					$	3.04					$	2.01
Adjustments
Loss on debt extinguishment	$	—	$	—	$	—	$	512	$	379	$	0.75

Loss on investment (a)	—		—		—		8		9		0.02

Other (b)	(9)		(7)		(0.01)		8		6		0.01
Adjusted diluted earnings per share					$	3.03					$	2.79

Three Months Ended
October 28, 2017 October 29, 2016
(millions, except per share data) Pretax
Net of Tax
Per Share Amounts
Pretax
Net of Tax
Per Share Amounts
GAAP diluted earnings per share from continuing operations $ 0.87
$ 1.06
Adjustments
Loss on early retirement of debt $ 123
$ 75
$ 0.14
$ —
$ —
$ —
Pharmacy Transaction-related costs —
—
—
(4 ) (3 ) —
Income tax matters ^(a)
—
(55 ) (0.10 ) —
(5 ) (0.01 )
Adjusted diluted earnings per share from continuing operations $ 0.91
$ 1.04

Nine Months Ended
October 28, 2017 October 29, 2016
(millions, except per share data) Pretax
Net of Tax
Per Share Amounts
Pretax
Net of Tax
Per Share Amounts
GAAP diluted earnings per share from continuing operations $ 3.31
$ 3.14
Adjustments
Loss on early retirement of debt $ 123
$ 75
$ 0.14
$ 422
$ 257
$ 0.44
Pharmacy Transaction-related costs —
—
—
—
—
—
Income tax matters ^(a)
—
(56 ) (0.10 ) —
(8 ) (0.01 )
Adjusted diluted earnings per share from continuing operations $ 3.34
$ 3.56


Reconciliation of Non-GAAP Adjusted EPS	Nine Months Ended
	October 30, 2021						October 31, 2020
(millions, except per share data)	Pretax		Net of Tax		Per Share Amounts		Pretax		Net of Tax		Per Share Amounts
GAAP diluted earnings per share					$	10.87					$	5.91
Adjustments
Gain on Dermstore sale	$	(335)	$	(269)	$	(0.54)	$	—	$	—	$	—
Loss on debt extinguishment	—		—		—		512		379		0.75
Loss on investment (a)	—		—		—		19		18		0.03

Other (b)	27		20		0.04		33		24		0.05
Adjusted diluted earnings per share					$	10.37					$	6.75

Note: Amounts may not foot due to rounding.

^(a) ~~Represents income from income tax matters~~Represented a loss on our investment in Casper Sleep Inc., which was not ~~related~~core to our operations. We sold this investment during the fourth quarter of 2020.

(b)Other items unrelated to current period ~~operations. For the three and nine months ended October 28, 2017, primarily represents prior-period discrete tax benefits related to our global sourcing operations.~~

operations, none of which were individually significant.


TARGET CORPORATION						Q3 2021 Form 10-Q			18


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

~~We have presented consolidated earnings from continuing operations~~

Earnings before interest expense and income taxes (EBIT) and earnings before interest expense, income taxes, depreciation, and amortization (EBITDA), are non-GAAP financial ~~measures, because we~~measures. We believe ~~that~~ these measures provide meaningful information about our operational efficiency compared towith 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 ~~for, generally accepted accounting principles in the United States (GAAP).~~to, GAAP. The most comparable GAAP measure is net ~~earnings from continuing operations. Consolidated~~earnings. EBIT and EBITDA should not be considered in isolation or as a substitution for analysis of our results as reported ~~under~~in accordance with GAAP. Other companies may calculate ~~consolidated~~ EBIT and EBITDA differently, limiting the usefulness of the ~~measure~~measures for comparisons with other companies.


EBIT and EBITDA	Three Months Ended						Nine Months Ended						EBIT and EBITDA	Three Months Ended						Nine Months Ended
(millions) (unaudited)	October 28, 2017		October 29, 2016		Change		October 28, 2017		October 29, 2016		Change
Net earnings from continuing operations	$	478	$	608	(21.5	)%	$	1,826	$	1,847	(1.1	)%
(dollars in millions)													(dollars in millions)	October 30, 2021		October 31, 2020		Change		October 30, 2021		October 31, 2020		Change
Net earnings													Net earnings	$	1,488	$	1,014	46.8	%	$	5,402	$	2,988	80.8	%
+ Provision for income taxes	137		311		(55.8	)	802		910		(11.9	)	+ Provision for income taxes	423		284		48.7		1,488		828		79.7
+ Net interest expense	254		142		79.1		532		864		(38.4	)	+ Net interest expense	105		632		(83.2)		317		871		(63.5)
EBIT	869		1,061		(18.1	)	3,160		3,621		(12.7	)	EBIT	$	2,016	$	1,930	4.5	%	$	7,207	$	4,687	53.8	%
+ Total depreciation and amortization ^(a)	633		570		11.1		1,784		1,686		5.8		+ Total depreciation and amortization (a)	652		603		7.9		1,952		1,848		5.6
EBITDA	$	1,502	$	1,631	(7.9	)%	$	4,944	$	5,307	(6.8	)%	EBITDA	$	2,668	$	2,533	5.3	%	$	9,159	$	6,535	40.2	%

^(a)Represents total depreciation and amortization, including amounts classified within ~~depreciation~~Depreciation and ~~amortization~~Amortization and within ~~cost~~Cost of ~~sales on our Consolidated Statements of Operations.~~Sales.


TARGET CORPORATION						Q3 2021 Form 10-Q			19


			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 ~~adjustments made~~the add-back of operating lease interest to ~~capitalize~~ operating ~~leases. Operating leases are capitalized as part of the ROIC calculation to control for differences in capital structure between us and our competitors.~~income. We believe this metric ~~provides a meaningful measure of~~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 30, 2021		October 31, 2020
Operating income	$	8,687	$	5,901
+ Net other income / (expense)	358		(46)
EBIT	9,045		5,855
+ Operating lease interest (a)	85		87
- Income taxes (b)	1,947		1,277
Net operating profit after taxes	$	7,183	$	4,665

After-Tax Return on Invested Capital

Numerator Trailing Twelve Months
(dollars in millions) October 28,
2017
October 29,
2016

Earnings from continuing operations before interest expense and income taxes $ 4,508
$ 5,790

+ Operating lease interest ^(a)(b)
78
72

Adjusted earnings from continuing operations before interest expense and income taxes 4,586
5,862

- Income taxes ^(c)
1,420
1,849

Net operating profit after taxes $ 3,166
$ 4,013


Denominator	October 30, 2021			October 31, 2020			November 2, 2019
Current portion of long-term debt and other borrowings	$	1,176		$	131		$	1,159
+ Noncurrent portion of long-term debt	11,586			12,490			10,513
+ Shareholders' investment	13,803			13,319			11,545
+ Operating lease liabilities (c)	2,737			2,400			2,390
- Cash and cash equivalents	5,753			5,996			969
Invested capital	$	23,549		$	22,344		$	24,638
Average invested capital (d)	$	22,947		$	23,491

After-tax return on invested capital	31.3		%	19.9		%

Denominator
(dollars in millions)
October 28,
2017
October 29,
2016
October 31,
2015
Current portion of long-term debt and other borrowings $ 1,354
$ 729
$ 825
+ Noncurrent portion of long-term debt 11,277
12,097
11,887
+ Shareholders' equity 11,137
11,069
13,256
+ Capitalized operating lease obligations ^(b)(d)
1,298
1,192
1,503
- Cash and cash equivalents 2,725
1,231
1,977
- Net assets of discontinued operations 4
60
197
Invested capital $ 22,337
$ 23,796
$ 25,298
Average invested capital ^(e)
$ 23,067
$ 24,547

After-tax return on invested capital ^(f)
13.7 % 16.3 %

^(a)Represents the add-back to operating income ~~to reflect~~driven by the hypothetical interest expense we would incur if the property under our operating leases were owned or accounted for as ~~capital leases,~~finance leases. Calculated using ~~eight times our trailing twelve months~~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 ~~an estimated interest rate of six percent.~~our competitors.

^(b) See the following Reconciliation of Capitalized Operating Leases table for the adjustments to our GAAP total rent expense to obtain the hypothetical capitalization of operating leases and related operating lease interest.

^(c)Calculated using the effective tax ~~rate for continuing operations,~~rates, which ~~was 31.0~~were 21.3 percent and ~~31.5~~21.5 percent for the trailing twelve months ended October ~~28, 2017~~30, 2021, and October ~~29, 2016,~~31, 2020, respectively. For the trailing twelve months ended October ~~28, 2017~~30, 2021, and October ~~29, 2016,~~31, 2020, includes tax effect of ~~$1,396 million~~$1.9 billion and ~~$1,826 million,~~$1.3 billion, respectively, related to EBIT, and ~~$24~~$18 million and ~~$23~~$19 million, respectively, related to operating lease interest.

^(d) ~~Calculated as eight times our trailing twelve months rent expense.~~(c)Total short-term and long-term operating lease liabilities included within Accrued and Other Current Liabilities and Noncurrent Operating Lease Liabilities, respectively.

^(e)(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.

^(f) ~~Excluding the net gain on the Pharmacy Transaction, ROIC was 14.3 percent for the trailing twelve months ended October 29, 2016.~~

Capitalized operating lease obligations and operating lease interest are not in accordance with, or an alternative for, generally accepted accounting principles in the United States. The most comparable GAAP measure is total rent expense. Capitalized operating lease obligations and operating lease interest should not be considered in isolation or as a substitution for analysis of our results as reported under GAAP.


TARGET CORPORATION						Q3 2021 Form 10-Q			20

Reconciliation of Capitalized Operating Leases Trailing Twelve Months
(dollars in millions) October 28,
2017
October 29,
2016
October 31,
2015
Total rent expense $ 162
$ 149
$ 188
Capitalized operating lease obligations (total rent expense x 8) 1,298
1,192
1,503
Operating lease interest (capitalized operating lease obligations x 6%) 78
72
n/a


			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 ~~$2,725 million at October 28, 2017, compared with $1,231 million for the same period in 2016. As~~$5.8 billion, $8.5 billion, and $6.0 billion as of October ~~28, 2017, $1,084 million of~~30, 2021, January 30, 2021, and October 31, 2020, respectively. Our cash and cash equivalents ~~were held at entities located outside the United States~~balance includes short-term investments of $4.8 billion, $7.6 billion, and ~~may be subject to taxation if repatriated.~~$5.1 billion as of October 30, 2021, January 30, 2021, and October 31, 2020, 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 ~~certain~~ dollar limits on our investments in individual funds or instruments.

~~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 grow our business profitably, 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 excess cash to shareholders by repurchasing shares within the limits of our credit rating goals.

Operating Cash Flows

~~Operating cash flow~~Cash flows provided by ~~continuing operations was $4,414 million~~operating activities were $5.6 billion for the nine months ended October ~~28, 2017,~~30, 2021, compared with ~~$2,770 million~~$7.0 billion for ~~the same period in 2016. The operating cash flow increase is due to increased payables leverage primarily driven by changes in vendor payment terms during~~ the nine months ended October ~~28, 2017, compared to~~31, 2020. For the nine months ended October ~~29, 2016. The~~30, 2021, operating cash flow increase is also partially due to the payment of approximately $500 million of taxes during the first quarter of 2016, primarily related to the Pharmacy Transaction. These increases were partiallyflows reflect stronger operating results, offset by ~~a larger~~increased inventory ~~increase during~~investment and lower accounts payable leverage, compared with the nine months ended October ~~28, 2017~~31, 2020. Additionally, operating cash flows for 2021 reflect a $1.1 billion increase in income tax payments.

Inventory

Inventory was $15.0 billion as of October 30, 2021, compared with $10.7 billion and $12.7 billion at January 30, 2021, and October 31, 2020, respectively. The increase over the balance as of October 31, 2020, reflects efforts to align inventory with sales trends.

Investing Cash Flows

Investing cash flows included capital investments of $2.5 billion and $2.0 billion for the nine months ended October ~~29, 2016, due to an earlier increase for~~30, 2021, and October 31, 2020, respectively. For the holiday season. In October 2017, we issued $750 million of unsecured debt that matures in 2047. Combined with our prior year-end cash position, these proceeds and operating cash flows allowed us to invest in the business, retire debt, pay dividends, and repurchase shares under our share repurchase program.

~~Share Repurchases~~

~~We returned $171 million and $772 million to shareholders through share repurchase during the three and~~ nine months ended October ~~28, 2017, respectively, and $878~~31, 2021, investing cash flows includes $356 million ~~and $3,121 million during~~of proceeds from the three and nine months ended October 29, 2016, respectively. For the three and nine months ended October 28, 2017 and October 29, 2016, these amounts include $161 million and $314 million, respectively, repurchased through ASR transactions initiated during the third quarter with the final settlement in November 2017 and November 2016, respectively. See Part II, Item 2sale of ~~this Quarterly Report on Form 10-Q and Note 11 to the Financial Statements for more information.~~Dermstore.

Dividends

We paid dividends totaling ~~$339~~$440 million ($~~0.62~~0.90 per share) and ~~$1,001 million~~$1.1 billion ($~~1.82~~2.26 per share) for the three and nine months ended October ~~28, 2017,~~30, 2021, respectively, and ~~$345~~$340 million ($~~0.60~~0.68 per share) and ~~$1,011 million~~$1.0 billion ($~~1.72~~2.00 per share) for the three and nine months ended October ~~29, 2016,~~31, 2020, respectively, a per share increase of ~~3.3~~32.4 percent and ~~5.8~~13.0 percent, respectively. We declared dividends totaling ~~$341~~$439 million ($~~0.62~~0.90 per share) in during the third quarter ~~2017,~~of 2021 and $346 million ($0.68 per share) during the third quarter of 2020, a per share increase of ~~3.3 percent over the $342 million ($0.60 per share) of declared dividends during the~~ ~~third~~ ~~quarter of 2016.~~32.4 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 $4.9 billion to shareholders through share repurchase during the nine months ended October 30, 2021. See Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds of this Quarterly Report on Form 10-Q and Note 9 to the Financial Statements for more information.


TARGET CORPORATION						Q3 2021 Form 10-Q			21


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

~~Short-term and Long-term~~ 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 ~~28, 2017~~30, 2021, our credit ratings were as follows:



Credit Ratings	Moody’s	Standard and Poor’s	Fitch
Long-term debt	A2	A	A-A
Commercial paper	P-1	A-1	F2F1

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 additional liquidity through~~obtain short-term financing from time to time under our commercial paper program. No balances were outstanding at any time during the nine months ended October 30, 2021, and October 31, 2020. In October 2021, we obtained a committed ~~$2.5~~$3.0 billion ~~revolving credit facility obtained through a group of banks in October 2016. In October 2017, we extended this credit facility by one year, which now expires in October 2022. This~~ unsecured revolving credit facility that will expire in October 2026. This new facility replaced ~~a $2.25~~our $2.5 billion unsecured revolving credit facility that was ~~scheduled~~set to expire in October ~~2018.~~2023. No balances were outstanding under either credit facility at any time during ~~2017~~2021 or ~~2016.~~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 October ~~28, 2017~~,30, 2021, 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;~~control and (ii) our long-term ~~debt~~credit ratings are either reduced and the resulting rating is ~~noninvestment~~non-investment grade, or our long-term ~~debt~~credit ratings are placed on watch for possible reduction and those ratings are subsequently reduced and the resulting rating is ~~noninvestment~~non-investment grade.

We believe our sources of liquidity will continue to be adequate to maintain operations, finance anticipated expansion and strategic initiatives, fund debt maturities, pay dividends, and execute purchases under our share repurchase program for the foreseeable future. We continue to anticipate ample access to commercial paper and long-term financing.

~~Contractual Obligations and Commitments~~

As of the date of this report, other than the new borrowings and payments discussed in Note 7 of the Financial Statements, there were no material changes to our contractual obligations and commitments outside the ordinary course of business since January 28, 2017 as reported in our 2016 Form 10-K.

New Accounting Pronouncements

~~Refer to Note 2, Note 9, and Note 12 of the Financial Statements for a description of new accounting pronouncements related to revenues, leases, and pension benefits, respectively.~~ We do not expect any ~~other~~ recently issued accounting pronouncements ~~will~~to have a material effect on our financial statements.


TARGET CORPORATION						Q3 2021 Form 10-Q			22


			MANAGEMENT'S DISCUSSION AND ANALYSIS & SUPPLEMENTAL INFORMATION			Table of Contents
			FORWARD LOOKING STATEMENTS & CONTROLS AND PROCEDURES			Index to Notes

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 ~~words of~~ similar ~~import.~~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 ~~the impact of changes in the expected effective income tax rate on net income,~~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, 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 onin our description of risk factors included in Part I, Item 1A, Risk Factors of our Form 10-K for the fiscal year ended January ~~28, 2017,~~30, 2021, 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 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk of our Form 10-K for the fiscal year ended January ~~28, 2017.~~30, 2021.

Item 4. Controls and Procedures

Changes in Internal Control Over Financial Reporting

~~There were~~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 are in the process of a broad multi-year migration of many mainframe-based systems and middleware products to a modern platform, including systems and processes supporting inventory, sales, and supply chain-related transactions.

During the most recently completed fiscal quarter, no other changes in our internal control over financial reporting ~~during the third quarter of 2017 that have~~ materially affected, or are 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 quarterly 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 ~~the~~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 ~~Securities and Exchange Commission (SEC)~~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.


TARGET CORPORATION						Q3 2021 Form 10-Q			23


			SUPPLEMENTAL INFORMATION			Table of Contents
						Index to Notes

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

~~The following update to a previously reported proceeding~~No response is ~~being reported pursuant to~~required under Item 103 of Regulation ~~S-K:~~S-K, nor have there been any material developments for any previously reported legal proceedings.

The Federal Securities Law Class Actions and ERISA Class Actions relating to certain prior disclosures of Target about its expansion of retail operations into Canada (the “Canada Disclosure”) were previously described in described in Target’s annual report on Form 10-K for the fiscal year ended January 28, 2017 and in Target’s quarterly report on Form 10-Q for the fiscal quarter ended July 29, 2017. Both the Federal Securities Law Class Actions and the ERISA Class Actions were dismissed by the United States District Court for the District of Minnesota on July 31, 2017. During the quarter ended October 28, 2017, the plaintiffs in both cases sought to refile their claims, as described below. Target intends to continue to vigorously defend these actions.

~~Federal Securities Law Class Actions~~

On August 29, 2017 the plaintiff filed a motion to alter or amend the final judgment entered by the United States District Court for the District of Minnesota on July 31, 2017 dismissing the Federal Securities Law Class Actions. The plaintiffs also asked the Court for permission to file a Second Amended Class Action Complaint (the “Second Complaint)”, which, like the prior complaint, alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 relating to the Canada Disclosure. Target, its former chief executive officer, its present chief operating officer, and the former president of Target Canada are named as defendants in the Second Complaint. The plaintiff seeks to represent a class consisting of all purchasers of Target common stock between March 20, 2013 and August 4, 2014. The plaintiff seeks damages and other relief, including attorneys’ fees, based on allegations that the defendants misled investors about the performance and prospects of Target Canada and that such conduct affected the market price of Target common stock. On October 16, 2017, Target and the other defendants filed their opposition to plaintiff’s motion to alter or amend the final judgment dismissing the Federal Securities Law Class Actions. The plaintiff’s motion has not yet been heard or decided.

~~ERISA Class Actions~~

On August 30, 2017 the plaintiffs in the ERISA Class Actions, which were dismissed on July 31, 2017, filed a new ERISA Class Action (the “Second ERISA Class Action”) in the United States District Court for the District of Minnesota, which, like the prior ERISA Class Actions, alleges violations of Sections 404 and 405 of ERISA relating to the Canada Disclosure. The Second ERISA Class Action is captioned ~~Dormani, et al. v. Target Corporation, et al.,~~ Case No. 0:17-cv-04049-JNE-BRT. Target, the Plan Investment Committee, and seven present or former officers are named as defendants in the Second ERISA Class Action Complaint. The plaintiffs seek to represent a class consisting of all persons who were participants in or beneficiaries of the Target Corporation 401(k) Plan or the Target Corporation Ventures 401(k) Plan (collectively, the “Plans”) at any time between February 27, 2013 and August 6, 2014 and whose Plan accounts included investments in Target stock. The plaintiffs seek damages, an injunction and other unspecified equitable relief, and attorneys’ fees, expenses, and costs, based on allegations that the defendants breached their fiduciary duties under ERISA by failing to take action to prevent Plan participants from continuing to purchase Target stock during the class period at prices that allegedly were artificially inflated. On November 13, 2017, Target and the other defendants filed a motion to dismiss the Second ERISA Class Action. The motion has not yet been heard or decided.

Item 1A. Risk Factors

There have been no material changes to the risk factors described in Part I, Item 1A, Risk Factors of our ~~Annual Report on~~ Form 10-K for the fiscal year ended January ~~28, 2017.~~30, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On September ~~20, 2016,~~19, 2019, our Board of Directors authorized a $5 billion share repurchase program (2019 Program). On August 11, 2021, our Board of Directors authorized a new, $5$15 billion share repurchase ~~program.~~program with no stated expiration (2021 Program). We began repurchasing shares under ~~this new authorization~~the 2021 Program during the ~~fourth~~third quarter of ~~2016. There is no stated expiration for~~2021 upon completion of the ~~share repurchase program.~~2019 Program. Under the ~~program,~~2019 Program, we ~~have~~ repurchased ~~14.5~~24.5 million shares of common stock ~~through October 28, 2017,~~ at an average price of ~~$60.27,~~$203.82, for a total investment of ~~$0.9~~$5.0 billion ~~excluding~~. Under the ~~August 2017 ASR because the transaction was not fully settled as~~2021 Program, we repurchased 1.6 million shares of ~~October 28, 2017.~~common stock at an average price of $235.22, for a total investment of $368 million. The table below presents information with respect to Target common stock purchases made during the three ~~months~~months ended October ~~28, 2017,~~30, 2021, 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
August 1, 2021 through August 28, 2021
Open market and privately negotiated purchases	2,952,200	$	255.68	2,952,200	$	16,061,054,829
August 29, 2021 through October 2, 2021
Open market and privately negotiated purchases	4,380,548	244.84		4,380,548	14,988,537,728
October 3, 2021 through October 30, 2021
Open market and privately negotiated purchases	1,517,041	235.18		1,517,041	14,631,757,193
Total	8,849,789	$	246.80	8,849,789	$	14,631,757,193



~~Minnesota~~		~~41-0215170~~
~~(State or other jurisdiction of~~ ~~incorporation or organization)~~		~~(I.R.S. Employer~~ ~~Identification No.)~~
~~1000 Nicollet Mall, Minneapolis, Minnesota~~		~~55403~~
~~(Address of principal executive offices)~~		~~(Zip Code)~~


PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited) ~~(unaudited)~~
	Consolidated Statements of Operations	1
	Consolidated Statements of Comprehensive Income	2
	Consolidated Statements of Financial Position	3
	Consolidated Statements of Cash Flows	4
	Consolidated Statements of Shareholders’ Investment	5
	Notes to Consolidated Financial Statements	67
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1213
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2524
Item 3.	Defaults Upon Senior Securities	2524
Item 4.	Mine Safety Disclosures	2524
Item 5.	Other Information	2524
Item 6.	Exhibits	2625

Signature		2726


INDEX TO NOTES

Notes to Consolidated Financial Statements		7
Note 1	Accounting Policies	8
Note 2	Coronavirus (COVID-19)	8
Note 3	Dermstore Sale	8
Note 4	Revenues	9
Note 5	Fair Value Measurements	10
Note 6	Property and Equipment	10
Note 7	Commercial Paper and Long-Term Debt	10
Note 8	Derivative Financial Instruments	10
Note 9	Share Repurchase	11
Note 10	Pension Benefits	11
Note 11	Accumulated Other Comprehensive Loss	12



Fair Value Measurements - Recurring Basis		Fair Value at
(millions)	Pricing Category	October 28, 2017		January 28, 2017		October 29, 2016
Assets
Cash and cash equivalents
Short-term investments held by U.S. entities	Level 1	$	953	$	1,110	$	—
Short-term investments held by entities located outside the U.S. ^(a)	Level 1	1,050		762		514
Other current assets
Prepaid forward contracts	Level 1	30		26		28
Beneficial interest asset	Level 3	3		12		10
Interest rate swaps ^(b)	Level 2	—		1		—
Other noncurrent assets
Interest rate swaps ^(b)	Level 2	1		4		19
Beneficial interest asset	Level 3	—		—		5



Significant Financial Instruments not Measured at Fair Value ^(a) (millions)	October 28, 2017				January 28, 2017				October 29, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Debt ^(b)	$	11,522	$	12,403	$	11,715	$	12,545	$	11,802	$	13,171



(millions)	Cash Flow Hedges				Currency Translation Adjustment			Pension and Other Benefits				Total
January 28, 2017	$	(16	)		$	(21	)	$	(601	)		$	(638	)
Other comprehensive income before reclassifications	—				3			1				4
Amounts reclassified from AOCI	3			^(a)	—			21			^(b)	24
October 28, 2017	$	(13	)		$	(18	)	$	(579	)		$	(610	)



Business Segment Results	Three Months Ended				Nine Months Ended
(millions)	October 28, 2017		October 29, 2016		October 28, 2017		October 29, 2016
Sales	$	16,667	$	16,441	$	49,113	$	48,805
Cost of sales ^(a)	11,712		11,536		34,330		33,957
Gross margin	4,955		4,905		14,783		14,848
Selling, general, and administrative expenses ^(c)	3,512		3,343		10,027		9,741
Depreciation and amortization (exclusive of depreciation included in cost of sales) ^(a)	574		505		1,596		1,486
Segment earnings before interest expense and income taxes	869		1,057		3,160		3,621
Pharmacy Transaction-related costs ^(b)(c)	—		4		—		—
Earnings from continuing operations before interest expense and income taxes	869		1,061		3,160		3,621
Net interest expense	254		142		532		864
Earnings from continuing operations before income taxes	$	615	$	919	$	2,628	$	2,757



Contribution to Comparable Sales Change	Three Months Ended				Nine Months Ended
	October 28, 2017		October 29, 2016		October 28, 2017		October 29, 2016
Stores channel comparable sales change	—	%	(1.0	)%	(0.6	)%	(0.7	)%
Digital channel contribution to comparable sales change	0.8		0.7		0.9		0.6
Total comparable sales change	0.9	%	(0.2	)%	0.3	%	—	%



Number of Stores and Retail Square Feet	Number of Stores			Retail Square Feet ^(a)
Number of Stores and Retail Square Feet	October 28, 2017	January 28, 2017	October 29, 2016	October 28, 2017	January 28, 2017	October 29, 2016
170,000 or more sq. ft.	276	276	278	49,326	49,328	49,685
50,000 to 169,999 sq. ft.	1,508	1,504	1,503	190,038	189,620	189,496
49,999 or less sq. ft.	44	22	19	1,268	554	464
Total	1,828	1,802	1,800	240,632	239,502	239,645



Denominator (dollars in millions)	October 28, 2017		October 29, 2016		October 31, 2015
Current portion of long-term debt and other borrowings	$	1,354	$	729	$	825
+ Noncurrent portion of long-term debt	11,277		12,097		11,887
+ Shareholders' equity	11,137		11,069		13,256
+ Capitalized operating lease obligations ^(b)(d)	1,298		1,192		1,503
- Cash and cash equivalents	2,725		1,231		1,977
- Net assets of discontinued operations	4		60		197
Invested capital	$	22,337	$	23,796	$	25,298
Average invested capital ^(e)	$	23,067	$	24,547



(3)A		Amended and Restated Articles of Incorporation (as amended through June 9, 2010)(1)

(3)B		Bylaws (as amended through ~~November 11, 2015)~~March 27, 2020)(2)

(10)LLL		~~Extension Amendment dated August 7, 2017 to~~ Target Corporation DDCP (2022 Plan Statement) (as amended and restated effective January 1, 2022)

(10)DD		Five-Year Credit Agreement dated as of October 18, 2021 among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein

~~(10)MM~~(31)A		~~Amendment dated October 25, 2017 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009)~~

~~(12)~~	~~Statements of Computations of Ratios of Earnings to Fixed Charges~~

~~(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 As Adopted Pursuant to 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 As Adopted Pursuant to 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



UNITED STATES SECURITIES AND EXCHANGE COMMISSION


			TARGET CORPORATION



Dated: November 24, 2021			By:	/s/ Michael J. Fiddelke
					Michael J. Fiddelke
					Executive Vice President and
					Chief Financial Officer
					(Duly Authorized Officer and
					Principal Financial Officer)


			~~TARGET CORPORATION~~


~~Dated: November 20, 2017~~	~~By:~~	~~/s/ Cathy R. Smith~~
			~~Cathy R. Smith~~
			~~Executive Vice President and~~
			~~Chief Financial Officer~~
			~~(Duly Authorized Officer and~~
			~~Principal Financial Officer)~~

		/s/ Robert M. Harrison
					Robert M. Harrison
					Senior Vice President, Chief Accounting Officer
					and Controller