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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended February 2, 2002

OR

For the Transition period from                                      to                                     

Commission File Number 1-6049

TARGET CORPORATION

(Exact name of registrant as specified in its charter)

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

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

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

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /x/

        Aggregate market value of the voting stock held by non-affiliates of the Registrant on April 1, 2002 was $38,762,935,291, based on the closing price of $42.85 per share of Common Stock as reported on the New York Stock Exchange—Composite Index. (Excluded from this figure is the voting stock held by Registrant's Directors and Executive Officers.)

        Indicate the number of shares outstanding of each of Registrant's classes of Common Stock, as of the latest practicable date. April 1, 2002: 906,761,408 shares of Common Stock, par value $.0833.

DOCUMENTS INCORPORATED BY REFERENCE

        1.      Portions of Registrant's 2001 Annual Report to Shareholders are incorporated into Parts I, II and IV.

        2.      Portions of Registrant's Proxy Statement dated April 15, 2002 are incorporated into Part III. (The Report of the Compensation Committee, the Report of the Audit Committee and the stock performance graph contained in the Registrant's Proxy Statement are expressly not incorporated by reference in this Form 10-K.)

PART I

Item 1.    Business.

        The first paragraph of Fourth Quarter Results, Page 19; Analysis of Financial Condition, Page 20; Performance Objectives, Page 21; Credit Operations, Page 22; first textual paragraph of Summary of Accounting Policies—Organization, Page 28; Business Segment Comparisons, excluding years 1996-1998, Page 35; Quarterly Results (Unaudited), Page 36; the information relating to store locations on Pages 16 and 23, and the information relating to total stores on Page 37, excluding years 1996-1998, of Registrant's 2001 Annual Report to Shareholders are incorporated herein by reference. The Registrant was incorporated in Minnesota in 1902. At the end of fiscal 2001, Registrant employed approximately 280,000 people, including 220,000 at Target Stores, 32,000 at Mervyn's and 27,000 at Marshall Field's.

Competition

        The Registrant's retail merchandising business is conducted under highly competitive conditions in the discount, middle market and department store retail segments. Its stores compete with national and local department, specialty, off-price, discount, grocery and drug store chains, independent retail stores and Internet and catalog businesses which handle similar lines of merchandise. The Registrant also competes with other companies for new store sites.

        The Registrant believes the principal methods of competing in its industry include brand recognition, customer service, store location, differentiated offerings, value, quality, fashion, price, advertising, depth of selection and credit availability. The Registrant is a leader in community involvement programs and believes that it is in a strong competitive position with regard to these competitive factors.

Item 2.    Properties.

        Leases, Page 32, Owned and Leased Store Locations, Page 32, and the list of store locations on Pages 16 and 23 of Registrant's 2001 Annual Report to Shareholders are incorporated herein by reference.

Item 3.    Legal Proceedings.

        Commitments and Contingencies, Page 30, of Registrant's 2001 Annual Report to Shareholders is incorporated herein by reference.

Item 4.    Submission of Matters to a Vote of Security Holders.

        Not Applicable.

Item X.    Executive Officers of the Registrant.

        The executive officers of the Registrant as of April 1, 2002 and their positions and ages, are as follows:

        Each officer is elected by and serves at the pleasure of the Board of Directors. There is no family relationship between any of the officers named nor is there any arrangement or understanding pursuant to which any person was selected as an officer. The period of service of each officer in the positions listed and other business experience as of April 1, 2002 is set forth below.

        Robert J. Ulrich  Chairman of the Board, Chief Executive Officer, Chairman of the Executive Committee and Director of Registrant since 1994. Chairman and Chief Executive Officer of Target Stores since 1987.

        Linda L. Ahlers  President of Marshall Field's since 1996 and Executive Vice President, Merchandising of Marshall Field's from 1995 to 1996.

        Todd V. Blackwell  Senior Vice President, Human Resources of Registrant since September 2000. Senior Vice President, Stores of Mervyn's from 1998 to 2000 and Regional Vice President, Stores of Mervyn's from 1995 to 1998.

        Bart Butzer  Executive Vice President of Target Stores since April 2001. President of Mervyn's from 1997 to April 2001. Regional Senior Vice President of Target Stores from 1991 to 1997.

        Michael R. Francis  Senior Vice President, Marketing of Registrant since January 2001. Senior Vice President, Marketing and Visual Merchandising of Marshall Field's from 1996 to 2000 and Senior Vice President, Marketing of Marshall Field's from 1995 to 1996.

        John D. Griffith  Senior Vice President, Property Development of Registrant since February 2000 and Vice President, Construction of Registrant from 1999 to 2000. Vice President, Office Development at Ryan Companies US, Inc., a real estate development company, from 1995 to 1998.

        James T. Hale  Executive Vice President, General Counsel and Corporate Secretary of Registrant since March 2000 and Senior Vice President, General Counsel and Corporate Secretary of Registrant from 1981 to 2000.

        Maureen W. Kyer  Executive Vice President, Merchandising of Mervyn's since 2001, Senior Vice President, Merchandising of Mervyn's since 1996, Vice President, General Merchandise Manager of Mervyn's in 1996 and Vice President, Merchandise Manager of Mervyn's from 1994 to 1996.

        Diane L. Neal  President of Mervyn's since April 2001, Divisional Merchandise Manager of Target Stores in 2001, Director, Merchandise Planning of Target Stores from 1999 to 2001, and Director, Sourcing for The Associated Merchandising Corporation, a subsidiary of Registrant, from 1997-1999.

        Luis A. Padilla  Executive Vice President, Merchandising of Marshall Field's since July 2001 and Senior Vice President, Merchandising, Softlines of Target Stores from 1994 until July 2001.

        Douglas A. Scovanner  Executive Vice President and Chief Financial Officer of Registrant since February 2000 and Senior Vice President and Chief Financial Officer of Registrant from 1994 to 2000.

        Paul L. Singer  Senior Vice President, Technology Services and Chief Information Officer of Registrant since April 2000, Senior Vice President, Information Services of Registrant from 1999 to 2000 and Vice President, Information Services of Registrant from 1993 to 1999.

        Gregg W. Steinhafel  President of Target Stores since 1999 and Executive Vice President of Target Stores from 1994 to 1999.

        Gerald L. Storch  Vice Chairman of Registrant since January 2001, President, Financial Services and New Businesses of Registrant from 1998 to 2001, President, Credit and Senior Vice President, Strategic Business Development of Registrant from 1997 to 1998 and Senior Vice President of Registrant from 1993 to 1997.

        Ertugrul Tuzcu  Executive Vice President, Store Operations of Marshall Field's since March 1996. Senior Vice President of Marshall Field's from 1995 to 1996.

PART II

Item 5.    Market for the Registrant's Common Equity and Related Stockholder Matters.

        Dividends Declared Per Share and Common Stock price, Page 36, of Registrant's 2001 Annual Report to Shareholders are incorporated herein by reference.

Item 6.    Selected Financial Data.

        The data on years 1997-2001 in the Summary Financial and Operating Data (excluding 1996 and Other Data), Page 37, of Registrant's 2001 Annual Report to Shareholders is incorporated herein by reference.

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

        Management's Discussion and Analysis, Pages 17-23, and the last textual paragraph of Pension and Postretirement Health Care Benefits, Page 34, of Registrant's 2001 Annual Report to Shareholders are incorporated herein by reference.

Item 7a.    Quantitative and Qualitative Disclosures About Market Risk.

        The Registrant's operations are not currently subject to market risks of a material nature for interest rates, foreign currency rates, commodity prices or other market price risks.

Item 8.    Financial Statements and Supplementary Data.

        Pages 24-36 (excluding years 1996-1998 on Page 35) and the Report of Independent Auditors, Page 38, of Registrant's 2001 Annual Report to Shareholders are incorporated herein by reference.

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

        Not Applicable

PART III

        Certain information required by Part III is incorporated by reference from the Registrant's definitive Proxy Statement dated April 15, 2002. Except for those portions specifically incorporated in this Form 10-K by reference to the Company's Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this Form 10-K.

Item 10.    Directors and Executive Officers of the Registrant.

        Election of Directors, Pages 5-10, and Section 16(a) Beneficial Ownership Reporting Compliance, Page 25, of Registrant's Proxy Statement dated April 15, 2002, are incorporated herein by reference. See also Item X of Part I hereof.

Item 11.    Executive Compensation.

        Executive Compensation, Pages 12-17, and Director Compensation, Page 8, of Registrant's Proxy Statement dated April 15, 2002, are incorporated herein by reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management.

        Largest Owners of the Corporation's Shares, Page 11, and Share Ownership of Directors and Officers, Pages 10-11, of Registrant's Proxy Statement dated April 15, 2002, are incorporated herein by reference.

Item 13.    Certain Relationships and Related Transactions.

        Not Applicable.

PART IV

Item 14.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

a)

Financial Statements:

Consolidated Results of Operations for the Years Ended February 2, 2002, February 3, 2001 and January 29, 2000.

Consolidated Statements of Financial Position at February 2, 2002 and February 3, 2001.

Consolidated Statements of Cash Flows for the Years Ended February 2, 2002, February 3, 2001 and January 29, 2000.

Consolidated Statements of Shareholders' Investment for the Years Ended February 2, 2002, February 3, 2001 and January 29, 2000.

Notes to Consolidated Financial Statements on Pages 28-36 (excluding years 1996-98 on Page 35) of Registrant's 2001 Annual Report to Shareholders.

Report of Independent Auditors on Page 38 of Registrant's 2001 Annual Report to Shareholders.

        The Registrant, through its special purpose subsidiary, Target Receivables Corporation ("TRC"), entered into a securitization transaction under which it transfers, on an ongoing basis, substantially all of its credit card receivables to a trust. Separate financial information is filed for TRC in its separate Annual Report on Form 10-K.

Financial Statement Schedule:

        For the Years Ended February 2, 2002, February 3, 2001 and January 29, 2000.

II—Valuation and Qualifying Accounts.

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

b)

Reports on Form 8-K

Form 8-K filed on January 10, 2002, providing the news release relating to December sales results.

c)

Exhibits

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

*

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

(1)

Incorporated by reference to Exhibit (3)(ii) to Registrant's Form 10-Q Report for the quarter ended October 31, 1998.

(2)

Incorporated by reference to Exhibit A to Exhibit 1 to Registrant's Registration Statement on Form 8-A dated September 19, 2001.

(3)

Incorporated by reference to Exhibit 1 to Registrant's Registration Statement on Form 8-A dated September 19, 2001.

(4)

Incorporated by reference to Exhibit B to the Registrant's Proxy Statement dated April 19, 1995.

(5)

Incorporated by reference to Exhibit (10)E to the Registrant's Form 10-K Report for the year ended February 1, 1997.

(6)

Incorporated by reference to Exhibit (10)F to the Registrant's Form 10-K Report for the year ended January 30, 1999.

(7)

Incorporated by reference to Exhibit (10)G to the Registrant's Form 10-K Report for the year ended February 1, 1997.

(8)

Incorporated by reference to Exhibit (10)H to the Registrant's Form 10-K Report for the year ended February 1, 1997.

(9)

Incorporated by reference to Exhibit (10)I to the Registrant's Form 10-K Report for the year ended February 1, 1997.

(10)

Incorporated by reference to Exhibit (10)J to the Registrant's Form 10-K Report for the year ended February 1, 1997.

(11)

Incorporated by reference to Exhibit (10)K to the Registrant's Form 10-K Report for the year ended January 30, 1999.

(12)

Incorporated by reference to Exhibit (10)L to the Registrant's Form 10-K Report for the year ended January 30, 1999.

(13)

Incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form S-8 filed on December 21, 2001.

(14)

Incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 filed on December 21, 2001.

(15)

Incorporated by reference to Exhibit (10) to the Registrant's Form 10-Q Report for the quarter ended May 1, 1999.

(16)

Incorporated by reference to Exhibit (10)O to the Registrant's Form 10-K Report for the year ended February 3, 2001.

(17)

Incorporated by reference to Exhibit (10)A to the Registrant's Form 10-Q Report for the quarter ended July 29, 2000.

(18)

Incorporated by reference to Registrant's Proxy Statement dated April 15, 2002.

SIGNATURES

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

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

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

TARGET CORPORATION
Schedule II - Valuation and Qualifying Accounts
Fiscal Years 2001, 2000 and 1999

(Millions of Dollars)

(a)

Concurrent with our August 22, 2001 issuance of receivable backed securites, SFAS No. 140 (which replaced SFAS No. 125 in its entirety) became the guidance applicable to our receivable-backed securities transactions. As described in detail in the Notes to Consolidated Financial Statements on page 29 of Registrant's Annual Report to Shareholders, this transaction and the application of SFAS No. 140 resulted in a number of accounting changes including the reclassification of the owned receivable-backed securities to accounts receivable at fair value.

EXHIBITS
filed with
Target Corporation
FORM 10-K

For the Year Ended February 3, 2002

QuickLinks

Item 1. Business.
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
Item X. Executive Officers of the Registrant.

Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters.
Item 6. Selected Financial Data.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Item 10. Directors and Executive Officers of the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Item 13. Certain Relationships and Related Transactions.

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.