Target
Annual Report 2019

Plain-text annual report

Target Annual Report Welcome to our 2019 Annual Report To explore key stories of the past year and find out what’s ahead, visit Target.com/abullseyeview. You can view our Annual Report online at Target.com/annualreport. Financial Highlights (Note: Reflects amounts attributable to continuing operations. 2017 was a 53-week year.) Total Revenue In Millions Operating Income In Millions Net Earnings In Millions Diluted EPS 8 1 6 , 2 7 $ 4 9 4 , 4 7 $ 1 7 2 , 0 7 $ 4 1 7 , 2 7 $ 6 5 3 , 5 7 $ 2 1 ,1 8 7 $ 5 3 5 , 4 $ 8 7 8 , 4 $ 4 6 8 , 4 $ 4 2 2 , 4 $ 0 1 ,1 4 $ 8 5 6 , 4 $ 9 4 4 , 2 $ 1 2 3 , 3 $ 6 6 6 , 2 $ 8 0 9 , 2 $ 0 3 9 , 2 $ 9 6 2 , 3 $ 3 8 . 3 $ 5 2 . 5 $ 8 5 . 4 $ 9 2 . 5 $ 0 5 . 5 $ 4 3 . 6 $ ’14 ’15 ’16 ’17 ’18 ’19 ’14 ’15 ’16 ’17 ’18 ’19 ’14 ’15 ’16 ’17 ’18 ’19 ’14 ’15 ’16 ’17 ’18 ’19 2019 Growth: 3.7% Five-year CAGR: 1.5% 2019 Growth: 13.3% Five-year CAGR: 0.5% 2019 Growth: 11.6% Five-year CAGR: 5.9% 2019 Growth: 15.4% Five-year CAGR: 10.6% Total 2019 Sales: $77,130 Million 27% 19% 19% 19% 16% Beauty & Household Essentials Food & Beverage Home Furnishings & Décor Apparel & Accessories Hardlines Letter to Shareholders By any measure, 2019 was an exceptional year for the Target team. It’s a year that stands on its own, and a glance through this report will demonstrate why. But looking back on it now, what really stands out to me is how 2019 prepared Target for this extraordinary moment we’re all navigating together, as our team, guests and communities respond to COVID-19. Usually I would provide a detailed recap of our previous year’s results in this letter. In this unprecedented moment, that doesn’t feel right. On one hand, we’re focused entirely on the immediate needs of our team and guests. At the same time, I’m more aware and appreciative than ever of the enduring attributes that will help us all move safely beyond this crisis. At Target, our strategy is an expression of our purpose and values. For years, we’ve invested to make our proximity to guests work even harder for them. That meant adding brands, fulfillment capabilities and expert service to our nearly 1,900 neighborhood stores, and moving into additional neighborhoods every year. It meant a constant drive to curate the right mix of products across our multi-category assortment. We remained convinced, sometimes against conventional thinking, that stores would continue to matter to our guests, whether they shopped online or in-person. While it had long been evident in our culture, we formally articulated our purpose a few years ago: To help all families discover the joy of everyday life. Today, with the coronavirus outbreak, everyday life has started to look different for everyone—and our guests have turned to us more than ever. When they needed to stock up for their families, they came to Target. When they wanted items right away, they looked to us for same-day pickup or delivery. When families were anxious to minimize trips, they found comfort and confidence in a familiar and friendly place—for food, medicine and essentials, but also office supplies and technology to work from home, school items for distance learning, and games, puzzles, electronics and comfort-wear for long weeks in quarantine. In the best of times, our team meets the world with optimism, inclusivity, connection, inspiration and drive. In the hardest days of this crisis, those values never wavered. So, while I know there’s a lot of work ahead to put this chapter behind us, I also know the Target team will remain steadfast. Our financial strength gives us the ability to keep investing in our team and to shift quickly in response to guest needs. And the same values that have made Target a trusted brand and community resource for decades will be a source of continuity and calm as we all pull together—for each other and for a future that will certainly be brighter than recent days. Sincerely, Brian Cornell, Chairman and CEO Financial Summary FINANCIAL RESULTS (in millions) Sales (c) Other revenue Total revenue Cost of Sales Selling, general and administrative expenses (SG&A) Depreciation and amortization (exclusive of depreciation included in cost of sales) Operating income Net interest expense (d) Net other (income) / expense (e) Earnings from continuing operations before income taxes Provision for income taxes (f) Net earnings from continuing operations Discontinued operations, net of tax Net earnings PER SHARE Basic earnings per share Continuing operations Discontinued operations Net earnings per share Diluted earnings per share Continuing operations Discontinued operations Net earnings per share Cash dividends declared FINANCIAL POSITION (in millions) Total assets Capital expenditures Long-term debt, including current portion Net debt (g) Shareholders’ investment FINANCIAL RATIOS Comparable sales growth (h) Gross margin (% of sales) SG&A expenses (% of total revenue) Operating income margin (% of total revenue) OTHER 2019 2018 As Adjusted (a) 2017 2016 As Adjusted 2015 As Adjusted (b) $ 77,130 $ 74,433 $ 71,786 $ 69,414 $ 73,717 982 78,112 54,864 16,233 2,357 4,658 477 (9) 4,190 921 3,269 12 923 75,356 53,299 15,723 2,224 4,110 461 (27) 3,676 746 2,930 7 928 72,714 51,125 15,140 2,225 4,224 653 (59) 3,630 722 2,908 6 857 70,271 49,145 14,217 2,045 4,864 991 (88) 3,961 1,295 2,666 68 777 74,494 52,241 15,406 1,969 4,878 607 (652) 4,923 1,602 3,321 42 $ 3,281 $ 2,937 $ 2,914 $ 2,734 $ 3,363 $ $ $ $ $ $ $ $ $ $ 6.39 0.02 6.42 6.34 0.02 6.36 2.62 $ $ $ $ $ 5.54 0.01 5.55 5.50 0.01 5.51 2.54 42,779 $ 41,290 3,027 11,499 9,689 11,833 3.4% 28.9% 20.8% 6.0% $ $ 3,516 11,275 $ 10,506 $ 11,297 5.0% 28.4% 20.9% 5.5% $ $ $ $ $ 5.32 0.01 5.32 5.29 0.01 5.29 2.46 $ 40,303 $ $ 2,533 11,398 $ 10,267 $ 11,651 1.3% 28.8% 20.8% 5.8% $ $ $ $ $ 4.61 0.12 4.73 4.58 0.12 4.69 2.36 $ 38,724 $ 1,547 $ 12,591 $ 11,481 $ 10,915 (0.5)% 29.2% 20.2% 6.9% $ $ $ $ $ 5.29 0.07 5.35 5.25 0.07 5.31 2.20 $ 40,262 $ 1,438 $ 12,760 $ 9,752 $ 12,957 2.1% 29.1% 20.7% 6.5% Common shares outstanding (in millions) 504.2 517.8 541.7 556.2 602.2 Operating cash flow provided by continuing operations (in millions) Revenue per square foot (i) Retail square feet (in thousands) Square footage growth Total number of stores Total number of distribution centers $ $ 7,099 326 240,516 0.4% 1,868 42 $ $ 5,970 314 $ $ 6,861 298 239,581 239,355 0.1% 1,844 40 (0.1)% 1,822 41 $ $ 5,337 293 239,502 —% 1,802 40 $ $ 5,254 310 239,539 (0.2)% 1,792 40 (a) Consisted of 53 weeks. (b) The financial summary data for fiscal year 2015 does not reflect adoption of Accounting Standards Update (ASU) No. 2016-02—Leases (Topic 842). (c) The 2016 sales decline is primarily due to the December 2015 sale of our pharmacy and clinic businesses (Pharmacy Transaction) to CVS Pharmacy, Inc. 2015 sales includes $3,815 million related to our former pharmacy and clinic businesses. (d) Includes losses on early retirement of debt of $10 million, $123 million, and $422 million for 2019, 2017, and 2016, respectively. (e) For 2015, includes the gain on the sale of our pharmacy and clinic businesses. (f) For 2018 and 2017, includes $36 million and $343 million, respectively, of discrete tax benefits related to the Tax Cuts and Jobs Act of 2017. (g) Including current portion of long-term debt and other borrowings, net of short-term investments of $1,810 million, $769 million, $1,131 million, $1,110 million, and $3,008 million in 2019, 2018, 2017, 2016, and 2015, respectively. Management believes this measure is an indicator of our level of financial leverage because short-term investments are available to pay debt maturity obligations. For 2017 and earlier, only short-term investments held by U.S. entities were used to calculate net debt because amounts held by entities located outside the U.S. were restricted for use. (h) See definition of comparable sales in Form 10-K, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations. (i) Represents revenue per square foot which is calculated using rolling four quarters average square feet. In 2017, revenue per square foot was calculated excluding the 53rd week in order to provide a more useful comparison to other years. Using total reported revenue for 2017 (including the 53rd week) resulted in revenue per square foot of $303. The 2016 decrease is primarily due to the Pharmacy Transaction. Our former pharmacy and clinic businesses contributed approximately $16 to 2015 revenue per square foot. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 1, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____ Commission File Number 1-6049 TARGET CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Minnesota 1000 Nicollet Mall, Minneapolis, Minnesota (Address of principal executive offices) 41-0215170 (I.R.S. Employer Identification No.) 55403 (Zip Code) Registrant’s telephone number, including area code: 612/304-6073 Former name, former address and former fiscal year, if changed since last report: N/A Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.0833 per share TGT New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company (as defined in Rule 12b-2 of the Exchange Act). Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x The aggregate market value of the voting stock held by non-affiliates of the registrant as of August 2, 2019, was $41,576,546,635 based on the closing price of $81.52 per share of Common Stock as reported on the New York Stock Exchange Composite Index. Indicate the number of shares outstanding of each of registrant's classes of Common Stock, as of the latest practicable date. Total shares of Common Stock, par value $0.0833, outstanding as of March 5, 2020, were 500,961,951. Portions of Target's Proxy Statement for the Annual Meeting of Shareholders to be held on June 10, 2020, are incorporated into Part III. DOCUMENTS INCORPORATED BY REFERENCE Table of Contents Index to Financial Statements TABLE OF CONTENTS PART I Item 1 Business Item 1A Risk Factors Item 1B Unresolved Staff Comments Item 2 Item 3 Item 4 Properties Legal Proceedings Mine Safety Disclosures Item 4A Executive Officers PART II Item 5 Item 6 Item 7 Item 7A Item 8 Item 9 Item 9A Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Item 9B Other Information PART III Item 10 Directors, Executive Officers and Corporate Governance Item 11 Executive Compensation Item 12 Item 13 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Item 14 Principal Accountant Fees and Services PART IV Item 15 Exhibits, Financial Statement Schedules SIGNATURES 2 4 9 10 11 11 12 13 15 16 29 30 60 60 60 61 61 61 61 61 62 66 1 TARGET CORPORATION 2019 Form 10-K BUSINESS PART I Table of Contents Index to Financial Statements Item 1. Business General Target Corporation (Target, the Corporation or the Company) was incorporated in Minnesota in 1902. We offer to our customers, referred to as "guests," everyday essentials and fashionable, differentiated merchandise at discounted prices. Our ability to deliver a preferred shopping experience to our guests is supported by our supply chain and technology, our devotion to innovation, our loyalty offerings and suite of fulfillment options, and our disciplined approach to managing our business and investing in future growth. We operate as a single segment designed to enable guests to purchase products seamlessly in stores or through our digital channels. Since 1946, we have given 5 percent of our profit to communities. Financial Highlights For information on key financial highlights, see Part II, Item 6, Selected Financial Data, and Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A). Seasonality A larger share of annual revenues and earnings traditionally occurs in the fourth quarter because it includes the November and December holiday sales period. Merchandise We sell a wide assortment of general merchandise and food. The majority of our general merchandise stores offer an edited food assortment, including perishables, dry grocery, dairy, and frozen items. Nearly all of our stores larger than 170,000 square feet offer a full line of food items comparable to traditional supermarkets. Our small format stores, generally smaller than 50,000 square feet, offer curated general merchandise and food assortments. Our digital channels include a wide merchandise assortment, including many items found in our stores, along with a complementary assortment. A significant portion of our sales is from national brand merchandise. Approximately one-third of 2019 sales was related to our owned and exclusive brands, including but not limited to the following: Owned Brands A New Day™ All in Motion™ Archer Farms® Art Class™ Auden™ Ava & Viv® Boots & Barkley® Cat & Jack™ Cloud Island™ Colsie™ Everspring™ Good & Gather™ Goodfellow & Co™ Hearth & Hand™ with Magnolia heyday™ Exclusive Brands California Roots™ Defy & Inspire™ Fieldcrest® Hand Made Modern® Hyde & EEK! Boutique™ JoyLab™ Kona Sol™ Made By Design™ Market Pantry® More Than Magic™ Opalhouse™ Open Story™ Original Use™ Pillowfort™ Project 62™ Prologue™ Room Essentials® Shade & Shore™ Simply Balanced™ Smartly™ Smith & Hawken® Sonia Kashuk® Spritz™ Stars Above™ Sun Squad™ Sutton & Dodge® Threshold™ Universal Thread™ up & up® Wild Fable™ Wondershop™ Xhilaration® Isabel Maternity™ by Ingrid & Isabel® The Collection Just One You® made by carter's® Kristin Ess Rosé Bae™ Wine Cube® Who What Wear™ TARGET CORPORATION 2019 Form 10-K 2 BUSINESS Table of Contents Index to Financial Statements We also sell merchandise through periodic exclusive design and creative partnerships and generate revenue from in-store amenities such as Target Café and leased or licensed departments such as Target Optical, Starbucks, and other food service offerings. CVS Pharmacy, Inc. (CVS) operates pharmacies and clinics in our stores under a perpetual operating agreement from which we generate annual occupancy income. Customer Loyalty Programs Our guests receive a 5 percent discount on nearly all purchases and receive free shipping at Target.com when they use their Target Debit Card, Target Credit Card, or Target™ MasterCard® (collectively, RedCards™). We also seek to drive customer loyalty and trip frequency through our Target Circle program, where members earn 1 percent rewards on nearly all non-RedCard purchases and other benefits. Distribution The vast majority of merchandise is distributed to our stores through our network of distribution centers. Common carriers ship merchandise to and from our distribution centers. Vendors or third-party distributors ship certain food items and other merchandise directly to our stores. Merchandise sold through our digital channels is distributed to our guests via common carriers (from stores, distribution centers, vendors, and third-party distributors), delivery via our wholly owned subsidiary, Shipt, Inc. (Shipt), and through guest pick-up at our stores. Our stores fulfill the majority of the digitally originated sales, which allows improved product availability, faster delivery times, and reduced shipping costs. Employees As of February 1, 2020, we employed approximately 368,000 full-time, part-time, and seasonal employees, referred to as "team members." Because of the seasonal nature of the retail business, employment levels peak in the holiday season. We offer a broad range of company-paid benefits to our team members. Eligibility for and the level of benefits vary depending on team members' full-time or part-time status, compensation level, date of hire, and/or length of service. Company-paid benefits include a 401(k) plan, medical and dental plans, disability insurance, paid vacation, tuition reimbursement, various team member assistance programs, life insurance, a pension plan (closed to new participants, with limited exceptions), and merchandise and other discounts. We believe our team member relations are good. Working Capital Effective inventory management is key to our ongoing success, and we use various techniques including demand forecasting and planning and various forms of replenishment management. We achieve effective inventory management by staying in-stock in core product offerings, maintaining positive vendor relationships, and carefully planning inventory levels for seasonal and apparel items to minimize markdowns. The Liquidity and Capital Resources section in MD&A provides additional details. Competition We compete with traditional and internet retailers, including department stores, off-price general merchandise retailers, wholesale clubs, category-specific retailers, drug stores, supermarkets, and other retail commerce. Our ability to positively differentiate ourselves from other retailers and provide compelling value to our guests largely determines our competitive position within the retail industry. forms of Intellectual Property Our brand image is a critical element of our business strategy. Our principal trademarks, including Target, our "Expect More. Pay Less." brand promise, and our "Bullseye Design," have been registered with the United States (U.S.) Patent and Trademark Office. We also seek to obtain and preserve intellectual property protection for our owned brands. 3 TARGET CORPORATION 2019 Form 10-K Geographic Information BUSINESS Table of Contents Index to Financial Statements Nearly all of our revenues are generated within the U.S. The vast majority of our property and equipment is located within the U.S. Available Information Our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge at investors.target.com as soon as reasonably practicable after we file such material with, or furnish it to, the U.S. Securities and Exchange Commission (SEC). Our Corporate Governance Guidelines, Code of Ethics, Corporate Responsibility Report, and the charters for the committees of our Board of Directors are also available free of charge in print upon request or at investors.target.com. Item 1A. Risk Factors Our business is subject to many risks. Set forth below are the material risks we face. Risks are listed in the categories where they primarily apply, but other categories may also apply. Competitive and Reputational Risks Our continued success is dependent on positive perceptions of Target which, if eroded, could adversely affect our business and our relationships with our guests and team members. We believe that one of the reasons our guests, team members, and vendors choose Target is the positive reputation we have built over many years for serving our four primary constituencies: guests, team members, shareholders, and the communities in which we operate. To be successful in the future, we must continue to preserve Target's reputation. Reputational value is based in large part on perceptions, and broad access to social media makes it easy for anyone to provide public feedback that can influence perceptions of Target. It may be difficult to control negative publicity, regardless of whether it is accurate. Target’s position or perceived lack of position on social, environmental, public policy or other sensitive issues, and any perceived lack of transparency about those matters, could harm our reputation with certain groups or guests. While reputations may take decades to build, negative incidents can quickly erode trust and confidence and can result in consumer boycotts, governmental investigations, or litigation. In addition, vendors and others with whom we do business may affect our reputation. For example, CVS operates clinics and pharmacies within our stores, and our guests’ perceptions of and experiences with CVS may affect our reputation. Negative reputational incidents could adversely affect our business through lost sales, loss of new store and development opportunities, or team member retention and recruiting difficulties. If we are unable to positively differentiate ourselves from other retailers, our results of operations could be adversely affected. In the past, we have been able to compete successfully by differentiating our guests’ shopping experience through a careful combination of price, merchandise assortment, store environment, convenience, guest service, loyalty programs, and marketing efforts. Guest perceptions regarding the cleanliness and safety of our stores, the functionality, reliability, and speed of our digital channels and fulfillment options, our in-stock levels, and the value of In addition, our ability to create a our promotions are among the factors that affect our ability to compete. personalized guest experience through the collection and use of accurate and relevant guest data is important to our ability to differentiate from other retailers. No single competitive factor is dominant, and actions by our competitors on any of these factors or the failure of our strategies could adversely affect our sales, gross margins, and expenses. Our owned and exclusive brand products help differentiate us from other retailers, generally carry higher margins than equivalent national brand products and represent a significant portion of our overall sales. If we are unable to successfully develop, support, and evolve our owned and exclusive brands, if one or more of these brands experiences a loss of consumer acceptance or confidence, or if we are unable to successfully protect our intellectual property rights, our sales and gross margins could be adversely affected. TARGET CORPORATION 2019 Form 10-K 4 RISK FACTORS Table of Contents Index to Financial Statements The retail industry's continuing migration to digital channels has affected the ways we differentiate ourselves from other retailers. In particular, consumers are able to quickly and conveniently comparison shop and determine real- time product availability using digital tools, which can lead to decisions based solely on price or the functionality of the digital tools. Consumers may also use third-party channels or devices, such as voice assistants and smart home devices, to initiate shopping searches and place orders, which could sometimes make us dependent on the capabilities and search algorithms of those third parties to reach those consumers. Any difficulties in executing our differentiation efforts, actions by our competitors in response to these efforts, or failures by vendors in managing their own channels, content and technology systems to support these efforts could adversely affect our sales, gross margins, and expenses. If we are unable to successfully provide a relevant and reliable experience for our guests across multiple channels, our sales, results of operations and reputation could be adversely affected. Our business has evolved from an in-store experience to interaction with guests across multiple channels (in-store, online, mobile, social media, voice assistants, and smart home devices, among others). Our guests are using those channels to shop with us and provide feedback and public commentary about our business. We must anticipate and meet changing guest expectations and counteract developments and investments by our competitors. Our evolving retailing efforts include implementing technology, software and processes to be able to conveniently and cost- effectively fulfill guest orders directly from any point within our system of stores and distribution centers and from our vendors. We also need to collect accurate, relevant, and usable guest data to personalize our offerings. Providing multiple fulfillment options and implementing new technology is complex and may not meet expectations for accurate order fulfillment, faster and guaranteed delivery times, low-cost or free shipping, and desired payment methods. Even when we are successful in meeting expectations for fulfillment, if we are unable to offset increased in-store channel with efficiencies, cost-savings or expense costs of reductions, our results of operations could be adversely affected. fulfilling orders outside of our traditional If we do not anticipate and respond quickly to changing consumer preferences, our sales and profitability could suffer. A large part of our business is dependent on our ability to make trend-right decisions and effectively manage our inventory in a broad range of merchandise categories, including apparel, accessories, home décor, electronics, toys, seasonal offerings, food, and other merchandise. If we do not obtain accurate and relevant data on guest preferences, predict changing consumer tastes, preferences, spending patterns and other lifestyle decisions, emphasize the correct categories, implement competitive and effective pricing and promotion strategies, or personalize our offerings to our guests, we may experience lost sales, spoilage, and increased inventory markdowns, which could adversely affect our results of operations by reducing our profitability. Investments and Infrastructure Risks If our capital investments in remodeling existing stores, building new stores, and improving technology and supply chain infrastructure do not achieve appropriate returns, our competitive position, financial condition and results of operations could be adversely affected. Our business depends, in part, on our ability to remodel existing stores and build new stores in a manner that achieves appropriate returns on our capital investment. Our store remodel program is larger than historic levels and is being implemented using a custom approach based on the condition of each store and characteristics of the surrounding neighborhood. When building new stores, we compete with other retailers and businesses for suitable locations for our stores. Pursuing the wrong remodel or new store opportunities and any delays, cost increases, disruptions or other uncertainties related to those opportunities could adversely affect our results of operations. We are making, and expect to continue to make, significant investments in technology and selective acquisitions to improve guest experiences across multiple channels and improve the speed, accuracy, and cost efficiency of our supply chain and inventory management systems. The effectiveness of these investments can be less predictable than remodeling stores, and might not provide the anticipated benefits or desired rates of return. In addition, if we are unable to successfully protect any intellectual property rights resulting from our investments, the value received from those investments may be eroded, which could adversely affect our financial condition. 5 TARGET CORPORATION 2019 Form 10-K Index to Financial Statements Pursuing the wrong investment opportunities, being unable to make new concepts scalable, making an investment commitment significantly above or below our needs, or failing to effectively incorporate acquired businesses into our business could result in the loss of our competitive position and adversely affect our financial condition or results of operations. RISK FACTORS Table of Contents A significant disruption in our computer systems and our inability to adequately maintain and update those systems could adversely affect our operations and negatively affect our guests. We rely extensively on computer systems throughout our business. We also rely on continued and unimpeded access to the Internet to use our computer systems. Our systems are subject to damage or interruption from power outages, telecommunications failures, computer viruses, malicious attacks, security breaches, catastrophic events, and implementation errors. If our systems are damaged, disrupted or fail to function properly or reliably, we may incur substantial repair or replacement costs, experience data loss or theft and impediments to our ability to manage inventories or process guest transactions, and encounter lost guest confidence, which could require additional promotional activities to attract guests and otherwise adversely affect our results of operations. We continually invest to maintain and update our computer systems. Implementing significant system changes increases the risk of computer system disruption. The potential problems and interruptions associated with implementing technology initiatives, as well as providing training and support for those initiatives, could disrupt or reduce our operational efficiency, and could negatively impact guest experience and guest confidence. For example, during the past year we experienced disruptions in our point-of-sale system that prevented our ability to process debit or credit transactions, negatively impacted some guests’ experiences, and generated negative publicity. Information Security, Cybersecurity and Data Privacy Risks If our efforts to provide information security, cybersecurity and data privacy are unsuccessful or if we are unable to meet increasingly demanding regulatory requirements, we may face additional costly government enforcement actions and private litigation, and our reputation and results of operations could suffer. We regularly receive and store information about our guests, team members, vendors, and other third parties. We have programs in place to detect, contain, and respond to data security incidents. However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security, cybersecurity, and data privacy. Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery, or other forms of deceiving our team members, contractors, and vendors. Prior to 2013, all data security incidents we encountered were insignificant. Our 2013 data breach was significant and went undetected for several weeks. Both we and our vendors have had data security incidents since the 2013 data breach; however, to date these other incidents have not been material to our results of operations. Based on the prominence and notoriety of the 2013 data breach, even minor additional data security incidents could draw greater scrutiny. If we, our vendors, or other third parties with whom we do business experience additional significant data security incidents or fail to detect and appropriately respond to significant incidents, we could be exposed to additional government enforcement actions and private litigation. In addition, our guests could lose confidence in our ability to protect their information, discontinue using our RedCards or loyalty programs, or stop shopping with us altogether, which could adversely affect our reputation, sales, and results of operations. The legal and regulatory environment regarding information security, cybersecurity, and data privacy is increasingly demanding and has enhanced requirements for using and treating personal data. Complying with new data protection requirements, such as those imposed by the recently effective California data privacy laws, may cause us to incur substantial costs, require changes to our business practices, limit our ability to obtain data used to provide a differentiated guest experience, and expose us to further litigation and regulatory risks, each of which could adversely affect our results of operations. TARGET CORPORATION 2019 Form 10-K 6 Supply Chain and Third-Party Risks RISK FACTORS Table of Contents Index to Financial Statements Changes in our relationships with our vendors, changes in tax or trade policy, interruptions in our supply chain or increased commodity or supply chain costs could adversely affect our results of operations. We are dependent on our vendors to supply merchandise to our distribution centers, stores, and guests. As we continue to add capabilities to quickly move the appropriate amount of inventory at optimal operational costs through our entire supply chain, operating our fulfillment network becomes more complex and challenging. If our fulfillment network does not operate properly or if a vendor fails to deliver on its commitments, we could experience merchandise out-of-stocks, delivery delays or increased delivery costs, which could lead to lost sales and decreased guest confidence, and adversely affect our results of operations. A large portion of our merchandise is sourced, directly or indirectly, from outside the U.S., with China as our single largest source, so any major changes in tax or trade policy, such as the imposition of additional tariffs or duties on imported products, between the U.S. and countries from which we source merchandise could require us to take certain actions, including for example raising prices on products we sell and seeking alternative sources of supply from vendors in other countries with whom we have less familiarity, which could adversely affect our reputation, sales, and our results of operations. instability, currency fluctuations, the outbreak of pandemics or other illnesses (such as the Political or financial recent coronavirus), labor unrest, transport capacity and costs, port security, weather conditions, natural disasters or other events that could slow or disrupt port activities and affect foreign trade are beyond our control and could materially disrupt our supply of merchandise, increase our costs, and/or adversely affect our results of operations. There have been periodic labor disputes impacting the U.S. ports that have caused us to make alternative arrangements to continue the flow of inventory, and if these types of disputes recur, worsen, or occur in other countries through which we source products, it may have a material impact on our costs or inventory supply. Changes in the costs of procuring commodities used in our merchandise or the costs related to our supply chain, could adversely affect our results of operations. A disruption in relationships with third-party service providers could adversely affect our operations. We rely on third parties to support our business, including portions of our technology infrastructure, development and support, our digital platforms and fulfillment operations, credit and debit card transaction processing, extensions of credit for our 5% RedCard Rewards loyalty program, the clinics and pharmacies operated by CVS within our stores, the infrastructure supporting our guest contact centers, aspects of our food offerings, and delivery services. If we are unable to contract with third parties having the specialized skills needed to support those strategies or integrate their products and services with our business, or if they fail to meet our performance standards and expectations, then our reputation and results of operations could be adversely affected. For example, if our guests unfavorably view CVS’s operations, our ability to discontinue the relationship is limited and our results of operations could be adversely affected. Legal, Regulatory, Global and Other External Risks Our earnings depend on the state of macroeconomic conditions and consumer confidence in the U.S. Nearly all of our sales are in the U.S., making our results highly dependent on U.S. consumer confidence and the health of the U.S. economy. In addition, a significant portion of our total sales is derived from stores located in five states: California, Texas, Florida, Minnesota and Illinois, resulting in further dependence on local economic conditions in these states. Deterioration in macroeconomic conditions or consumer confidence could negatively affect our business in many ways, including slowing sales growth, reducing overall sales, and reducing gross margins. These same considerations impact the success of our credit card program. We share in the profits generated by the credit card program with TD Bank Group (TD), which owns the receivables generated by our proprietary credit cards. Deterioration in macroeconomic conditions or changes in consumer preferences concerning our credit card program could adversely affect the volume of new credit accounts, the amount of credit card program balances, and the ability of credit card holders to pay their balances. These conditions could result in us receiving lower profit- sharing payments. 7 TARGET CORPORATION 2019 Form 10-K RISK FACTORS Table of Contents Index to Financial Statements Uncharacteristic or significant weather conditions, natural disasters, and other catastrophic events could adversely affect our results of operations. Uncharacteristic or significant weather conditions can affect consumer shopping patterns, particularly in apparel and seasonal items, which could lead to lost sales or greater than expected markdowns and adversely affect our short- term results of operations. In addition, our three largest states by total sales are California, Texas and Florida, areas where natural disasters are more prevalent. Natural disasters in those states or in other areas where our sales or operations are concentrated could result in significant physical damage to or closure of one or more of our stores, distribution centers, facilities, or key vendors. In addition, natural disasters and other catastrophic events, such as the recent coronavirus outbreak, in areas where we or our vendors have operations, could cause delays in the distribution of merchandise from our vendors to our distribution centers, stores, and guests, affect consumer purchasing power, or reduce consumer demand, which could adversely affect our results of operations by increasing our costs and lowering our sales. We rely on a large, global and changing workforce of team members, contractors and temporary staffing. If we do not effectively manage our workforce and the concentration of work in certain global locations, our labor costs and results of operations could be adversely affected. With over 300,000 team members, our workforce costs represent our largest operating expense, and our business is dependent on our ability to attract, train, and retain the appropriate mix of qualified team members, contractors, and temporary staffing and effectively organize and manage those resources as our business and strategic priorities change. Many team members are in entry-level or part-time positions with historically high turnover rates. Our ability to meet our changing labor needs while controlling our costs is subject to external factors such as labor laws and regulations, unemployment levels, prevailing wage rates, benefit costs, changing demographics, and our reputation and relevance within the labor market. If we are unable to attract and retain a workforce meeting our needs, our operations, guest service levels, support functions, and competitiveness could suffer and our results of operations could be adversely affected. We are periodically subject to labor organizing efforts. If we become subject to one or more collective bargaining agreements in the future, it could adversely affect our labor costs and how we operate our business. We also have support offices in India and China, and any extended disruption of our operations in those locations, whether due to labor difficulties or otherwise, could adversely affect our operations and financial results. Failure to address product safety and sourcing concerns could adversely affect our sales and results of operations. If our merchandise offerings do not meet applicable safety standards or Target's or our guests’ expectations regarding safety, supply chain transparency and responsible sourcing, we could experience lost sales and increased costs and be exposed to legal and reputational risk. All of our vendors must comply with applicable product safety laws, and we are dependent on them to ensure that the products we buy comply with all safety standards. Events that give rise to actual, potential or perceived product safety concerns, including food or drug contamination and product defects, could expose us to government enforcement action or private litigation and result in costly product recalls and other liabilities. Our sourcing vendors, including any third parties selling through our digital channels, must also meet our expectations across multiple areas of social compliance, including supply chain transparency and responsible sourcing. We have a social compliance audit process that perform audits on a regular basis, but we cannot continuously monitor every vendor, so we are also dependent on our vendors to ensure that the products we buy comply with our standards. If we need to seek alternative sources of supply from vendors with whom we have less familiarity, the risk of our standards not being met may increase. Negative guest perceptions regarding the safety and sourcing of the products we sell and events that give rise to actual, potential or perceived compliance and social responsibility concerns could hurt our reputation, result in lost sales, cause our guests to seek alternative sources for their needs, and make it difficult and costly for us to regain the confidence of our guests. TARGET CORPORATION 2019 Form 10-K 8 Index to Financial Statements Our failure to comply with federal, state, local, and international laws, or changes in these laws could increase our costs, reduce our margins, and lower our sales. RISK FACTORS & UNRESOLVED STAFF COMMENTS Table of Contents Our business is subject to a wide array of laws and regulations. Our expenses could increase and our operations could be adversely affected by law changes or adverse judicial developments involving an employer's obligation to recognize collective bargaining units, minimum wage requirements, advance scheduling notice requirements, health care mandates, the classification of exempt and non- exempt employees, and the classification of workers as either employees or independent contractors (particularly as it applies to our Shipt subsidiary, a technology company that connects Shipt members through its online marketplace with a network of independent contractors who select, purchase, and deliver groceries and household essentials ordered from Target and other retailers). The classification of workers as employees or independent contractors in particular is an area that is experiencing legal challenges and legislative changes. If our Shipt subsidiary is required to treat in higher compensation and benefit costs. its independent contractor network as employees, it could result Changes in the legal or regulatory environment affecting information security, cybersecurity and data privacy, product safety, payment methods and related fees, responsible sourcing, supply chain transparency, or environmental protection, among others, could cause our expenses to increase without an ability to pass through any increased expenses through higher prices. In addition, if we fail to comply with other applicable laws and regulations, to reputation and legal risk, including government enforcement action and class action civil litigation, which could adversely affect our results of operations by increasing our costs, reducing our margins, and lowering our sales. including the Foreign Corrupt Practices Act and local anti-bribery laws, we could be subject Financial Risks Increases in our effective income tax rate could adversely affect our business, results of operations, liquidity, and net income. A number of factors influence our effective income tax rate, including changes in tax law and related regulations, tax treaties, interpretation of existing laws, and our ability to sustain our reporting positions on examination. Changes in any of those factors could change our effective tax rate, which could adversely affect our net income. In addition, our operations outside of the U.S. may cause greater volatility in our effective tax rate. If we are unable to access the capital markets or obtain bank credit, our financial position, liquidity, and results of operations could suffer. We are dependent on a stable, liquid, and well-functioning financial system to fund our operations and capital investments. Our continued access to financial markets depends on multiple factors including the condition of debt capital markets, our operating performance, and maintaining strong credit ratings. If rating agencies lower our credit ratings, it could adversely affect our ability to access the debt markets, our cost of funds, and other terms for new debt issuances. Each of the credit rating agencies reviews its rating periodically, and there is no guarantee our current credit rating will remain the same. In addition, we use a variety of derivative products to manage our exposure to market risk, principally interest rate fluctuations. Disruptions or turmoil in the financial markets could reduce our ability to fund our operations and capital investments, and lead to losses on derivative positions resulting from counterparty failures, which could adversely affect our financial position and results of operations. Item 1B. Unresolved Staff Comments Not applicable. 9 TARGET CORPORATION 2019 Form 10-K PROPERTIES Table of Contents Index to Financial Statements Item 2. Properties Stores as of February 1, 2020 Alabama Alaska Arizona Arkansas California Colorado Connecticut Delaware District of Columbia Florida Georgia Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Stores 22 3 46 9 297 42 21 3 5 124 50 7 6 95 31 20 17 14 15 5 40 47 53 73 6 35 Retail Sq. Ft. (in thousands) Stores as of February 1, 2020 3,132 Montana 504 Nebraska 6,080 Nevada 1,165 New Hampshire 36,474 New Jersey 6,244 New Mexico 2,731 New York 440 North Carolina 342 North Dakota 17,053 Ohio 6,820 Oklahoma 1,111 Oregon 664 Pennsylvania 11,950 Rhode Island 4,174 South Carolina 2,835 South Dakota 2,385 Tennessee 1,571 Texas 2,120 Utah 630 Vermont 4,960 Virginia 5,467 Washington 6,286 West Virginia 10,315 Wisconsin 743 Wyoming 4,608 Total Stores and Distribution Centers as of February 1, 2020 Owned Leased Owned buildings on leased land Total (a) The 42 distribution centers have a total of 53.2 million square feet. Stores 7 14 17 9 47 10 84 51 4 64 15 20 75 4 19 5 30 150 14 1 59 39 6 36 2 Retail Sq. Ft. (in thousands) 777 2,005 2,242 1,148 5,992 1,185 10,178 6,540 554 7,829 2,167 2,312 9,094 517 2,359 580 3,816 20,919 1,979 60 7,713 4,377 755 4,427 187 1,868 240,516 Stores 1,526 185 157 1,868 Distribution Centers (a) 33 9 — 42 We own our corporate headquarters buildings located in and around Minneapolis, Minnesota, and we lease and own additional office space elsewhere in Minneapolis and the U.S. We also lease office space in other countries. Our properties are in good condition, well maintained, and suitable to carry on our business. For additional information on our properties, see the Capital Expenditures section in MD&A and Notes 10 and 17 to Part II, Item 8, Financial Statements and Supplementary Data (the Financial Statements). TARGET CORPORATION 2019 Form 10-K 10 LEGAL PROCEEDINGS & MINE SAFETY DISCLOSURES Table of Contents Index to Financial Statements Item 3. Legal Proceedings The following proceedings are being reported pursuant to Item 103 of Regulation S-K: The Federal Securities Law Class Actions and ERISA Class Actions defined below relate to certain prior disclosures by Target about its expansion of retail operations into Canada (the Canada Disclosure). Target intends to continue to vigorously defend these actions. Federal Securities Law Class Actions On May 17, 2016 and May 24, 2016, Target Corporation and certain present and former officers were named as defendants in two purported federal securities law class actions filed in the U.S. District Court for the District of Minnesota (the Court). The lead plaintiff filed a Consolidated Amended Class Action Complaint (First Complaint) on November 14, 2016, alleging 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 and naming Target, its former chief executive officer, its present chief operating officer, and the former president of Target Canada as defendants. On March 19, 2018, the Court denied the plaintiff's motion to alter or amend the final judgment issued on July 31, 2017, dismissing the Federal Securities Law Class Actions. On April 18, 2018, the plaintiff appealed the Court's final judgment. The appeal has been argued before the U.S. Court of Appeals for the Eighth Circuit (the Appeals Court), and we are awaiting a decision. ERISA Class Actions On July 12, 2016 and July 15, 2016, Target Corporation, the Plan Investment Committee and Target’s current chief operating officer were named as defendants in two purported Employee Retirement Income Security Act of 1974 (ERISA) class actions filed in the Court. The plaintiffs filed an Amended Class Action Complaint (the First ERISA Class Action) on December 14, 2016, alleging violations of Sections 404 and 405 of ERISA relating to the Canada Disclosure and naming Target, the Plan Investment Committee, and seven present or former officers as defendants. The plaintiffs sought 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 May 19, 2014 and whose Plan accounts included investments in Target stock. The plaintiffs sought damages, an injunction and other unspecified equitable relief, and attorneys’ fees, expenses, and costs, based on allegations that the defendants breached their fiduciary duties 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. After the Court dismissed the First ERISA Class Action on July 31, 2017, the plaintiffs filed a new ERISA Class Action (the Second ERISA Class Action) with the Court on August 30, 2017, which had substantially similar allegations, defendants, class representation, and damages sought as the First ERISA Class Action, except that the class period was extended to August 6, 2014. On June 15, 2018, the Court granted the motion by Target and the other defendants to dismiss the Second ERISA Class Action. On July 16, 2018, the plaintiffs appealed the Court's dismissal to the Appeals Court. The Appeals Court has not yet heard oral arguments or issued a decision. For a description of other legal proceedings, see Note 14 to the Financial Statements. Item 4. Mine Safety Disclosures Not applicable. 11 TARGET CORPORATION 2019 Form 10-K Item 4A. Executive Officers EXECUTIVE OFFICERS Table of Contents Index to Financial Statements Executive officers are elected by, and serve at the pleasure of, the Board of Directors. There are no family relationships between any of the officers named and any other executive officer or member of the Board of Directors, or any arrangement or understanding pursuant to which any person was selected as an officer. Name Title and Business Experience Brian C. Cornell Chairman of the Board and Chief Executive Officer since August 2014. Michael J. Fiddelke Executive Vice President and Chief Financial Officer since November 2019. Senior Rick H. Gomez A. Christina Hennington Melissa K. Kremer Don H. Liu Stephanie A. Lundquist Michael E. McNamara John J. Mulligan Jill K. Sando Mark J. Schindele Laysha L. Ward Vice President, Operations from August 2018 to October 2019. Senior Vice President, Merchandising Capabilities from March 2017 to August 2018. Senior Vice President, Financial Planning & Analysis from July 2015 to March 2017. Vice President, Pay & Benefits from March 2013 to July 2015. Executive Vice President and Chief Marketing, Digital & Strategy Officer since December 2019. Executive Vice President and Chief Marketing & Digital Officer from January 2019 to December 2019. Executive Vice President and Chief Marketing Officer from January 2017 to January 2019. Senior Vice President, Brand and Category Marketing from April 2013 to January 2017. Executive Vice President and Chief Merchandising Officer, Hardlines, Essentials and Capabilities since January 2020. Senior Vice President, Group Merchandise Manager, Essentials, Beauty, Hardlines and Services from January 2019 to January 2020. Senior Vice President, Merchandising Essentials, Beauty and Wellness from April 2017 to January 2019. Senior Vice President, Merchandising Transformation and Operations from August 2015 to April 2017. Senior Vice President, Health and Beauty from May 2014 to August 2015. Executive Vice President and Chief Human Resources Officer since January 2019. Senior Vice President, Talent and Organizational Effectiveness from October 2017 to January 2019. Vice President, Human Resources, Merchandising, Strategy & Innovation, from September 2015 to October 2017. From February 2012 until September 2015, Ms. Kremer held several leadership positions in Human Resources, supporting Merchandising, Target.com & Mobile, Enterprise Strategy & Multichannel. Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary since October 2017. Executive Vice President, Chief Legal Officer and Corporate Secretary from August 2016 to September 2017. Executive Vice President, General Counsel and Corporate Secretary of Xerox Corporation from July 2014 to August 2016. Executive Vice President and President, Food & Beverage since January 2019. Executive Vice President and Chief Human Resources Officer from February 2016 to January 2019. Senior Vice President, Human Resources from January 2015 to February 2016. Executive Vice President and Chief Information Officer since January 2019. Executive Vice President and Chief Information & Digital Officer from September 2016 to January 2019. Executive Vice President and Chief Information Officer from June 2015 to September 2016. Officer of Tesco PLC, a multinational grocery and general merchandise retailer, from March 2011 to May 2015. Executive Vice President and Chief Operating Officer since September 2015. Executive Vice President and Chief Financial Officer from April 2012 to August 2015. Executive Vice President and Chief Merchandising Officer, Style and Owned Brands since January 2020. Senior Vice President, Group Merchandise Manager, Apparel & Accessories and Home from January 2019 to January 2020. Senior Vice President, Home from May 2014 to January 2019. Executive Vice President and Chief Stores Officer since January 2020. Senior Vice President, Target Properties from January 2015 to January 2020. Executive Vice President and Chief External Engagement Officer since January 2017. Executive Vice President and Chief Corporate Social Responsibility Officer from December 2014 to January 2017. Age 61 43 50 45 42 58 44 55 54 51 51 52 TARGET CORPORATION 2019 Form 10-K 12 OTHER INFORMATION PART II Table of Contents Index to Financial Statements Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange under the symbol "TGT." We are authorized to issue up to 6,000,000,000 shares of common stock, par value $0.0833, and up to 5,000,000 shares of preferred stock, par value $0.01. As of March 5, 2020, there were 14,019 shareholders of record. Dividends declared per share for each fiscal quarter during 2019 and 2018 are disclosed in Note 25 to the Financial Statements. On September 20, 2016, our Board of Directors authorized a $5 billion share repurchase program (2016 Program). On September 19, 2019, our Board of Directors authorized a new $5 billion share repurchase program (2019 Program). There is no stated expiration for the share repurchase programs. Under the 2016 Program, we had repurchased 64.5 million shares of common stock through February 1, 2020, at an average price of $75.55, for a total to Target common stock purchases made during the three months ended February 1, 2020, by Target or any "affiliated purchaser" of Target, as defined in Rule 10b-18(a)(3) under the Exchange Act. investment of $4.9 billion. The table below presents information with respect Share Repurchase Activity Period November 3, 2019 through November 30, 2019 Total Number of Shares Purchased (b) 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 Open market and privately negotiated purchases 42,836 $ 126.41 42,836 $ 5,274,490,965 December 1, 2019 through January 4, 2020 Open market and privately negotiated purchases 515,087 124.21 514,737 5,210,557,849 January 5, 2020 through February 1, 2020 October 2019 ASR (a) Open market and privately negotiated purchases Total (a) (b) 275,916 1,830,760 117.64 116.08 275,916 1,830,760 5,337,294,566 5,124,785,446 2,664,599 $ 117.81 2,664,249 $ 5,124,785,446 Represents the incremental shares received upon final settlement of the accelerated share repurchase (ASR) arrangement initiated in third quarter 2019. Includes shares of common stock reacquired from team members who tendered owned shares to satisfy the exercise price and tax withholding on stock option exercises. For the three months ended February 1, 2020, 350 shares were reacquired at a weighted average price per share of $128.81 pursuant to our long- term incentive plan. 13 TARGET CORPORATION 2019 Form 10-K OTHER INFORMATION Table of Contents Index to Financial Statements Fiscal Years Ended Target S&P 500 Index Current Peer Group Previous Peer Group $ January 31, 2015 100.00 $ 100.00 100.00 100.00 January 30, 2016 101.21 $ 99.33 109.53 109.11 January 28, 2017 91.94 $ 120.06 121.71 121.15 February 3, 2018 109.76 $ 147.48 175.63 174.97 February 2, 2019 110.65 $ 147.40 183.05 182.10 February 1, 2020 177.66 179.17 222.19 220.86 The graph above compares the cumulative total shareholder return on our common stock for the last five fiscal years with (i) the cumulative total return on the S&P 500 Index, (ii) the peer group used in previous filings consisting of 17 online, general merchandise, department store, food, and specialty retailers (Amazon.com, Inc., Best Buy Co., Inc., Costco Wholesale Corporation, CVS Health Corporation, Dollar General Corporation, Dollar Tree, Inc., The Gap, Inc., The Home Depot, Inc., Kohl's Corporation, The Kroger Co., Lowe's Companies, Inc., Macy's, Inc., Rite Aid Corporation, Sears Holdings Corporation, The TJX Companies, Inc., Walgreens Boots Alliance, Inc., and Walmart Inc.) (Previous Peer Group), and (iii) a new peer group consisting of the companies in the Previous Peer Group, plus Nordstrom, Inc., but excluding Sears Holdings Corporation, which filed for bankruptcy protection and is no longer publicly traded, and The Gap, Inc., which announced its intention to enter a transformational period for its brands (Current Peer Group). The Current Peer Group is consistent with the retail peer group used for our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June 10, 2020, excluding Publix Super Markets, Inc., which is not quoted on a public stock exchange. The peer group is weighted by the market capitalization of each component company. The graph assumes the investment of $100 in Target common stock, the S&P 500 Index, and the Peer Group on January 30, 2015, and reinvestment of all dividends. TARGET CORPORATION 2019 Form 10-K 14 Item 6. Selected Financial Data OTHER INFORMATION Table of Contents Index to Financial Statements Selected Financial Data For the Fiscal Year (millions, except per share data) 2019 2017 2018 As Adjusted (a)(b) 2016 As Adjusted (b) 2015 As Adjusted (b) Sales Total revenue Net Earnings Continuing operations Discontinued operations Net earnings Basic Earnings Per Share Continuing operations Discontinued operations Basic earnings per share Diluted Earnings Per Share Continuing operations Discontinued operations Diluted earnings per share Cash dividends declared per share $ 77,130 $ 74,433 $ 71,786 $ 69,414 $ 78,112 75,356 72,714 70,271 3,269 12 3,281 6.39 0.02 6.42 6.34 0.02 6.36 2.62 2,930 7 2,937 5.54 0.01 5.55 5.50 0.01 5.51 2.54 2,908 6 2,914 5.32 0.01 5.32 5.29 0.01 5.29 2.46 2,666 68 2,734 4.61 0.12 4.73 4.58 0.12 4.69 2.36 73,717 74,494 3,321 42 3,363 5.29 0.07 5.35 5.25 0.07 5.31 2.20 Total assets Long-term debt, including current portion February 1, 2020 February 2, 2019 42,779 11,499 41,290 11,275 As of February 3, 2018 As Adjusted (b) 40,303 January 28, 2017 As Adjusted (b) 38,724 January 30, 2016 (b) 40,262 11,398 12,591 12,760 (b) Note: This information should be read in conjunction with MD&A and the Financial Statements. Per share amounts may not foot due to rounding. (a) Consisted of 53 weeks. The selected financial data for fiscal years 2017, 2016, and 2015 and as of February 3, 2018 and January 28, 2017, reflect the adoption of Accounting Standards Update (ASU) No. 2014-09—Revenue from Contracts with Customers (Topic 606). The selected financial data for fiscal years 2017 and 2016 and as of February 3, 2018 and January 28, 2017, reflect the adoption of ASU No. 2016-02—Leases (Topic 842) (Lease Standard). The selected financial data as of January 30, 2016, does not reflect adoption of Topic 606 or Topic 842. 15 TARGET CORPORATION 2019 Form 10-K Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents EXECUTIVE SUMMARY & ANALYSIS OF OPERATIONS Index to Financial Statements Executive Overview Over the last several years, we have made strategic investments to build a durable operating and financial model that further differentiates Target and is designed to drive sustainable sales and profit growth. We have done this through an investment strategy focused on: Elevating the shopping experiences and winning with high-touch service • During the past three years, we have remodeled more than 700 stores, including nearly 300 during 2019. We plan to remodel approximately 300 in 2020. • We have grown our stores network and now have over 100 small format stores in key urban markets and on college campuses. • We have redesigned our store operating model – redefining roles for hundreds of thousands of team members to deliver better guest service. • We have invested significantly in our team, including a $13 starting hourly wage with a commitment to $15 by the end of 2020. Curation at Scale • We have delivered a steady stream of newness and exclusives across our assortment. We have introduced over 25 new owned and exclusive brands, including the 2019 launch of our new food and beverage owned brand, Good & Gather, which we expect will become our largest owned brand. Delivering Ease and Convenience through Same Day Services • We have expanded our digital fulfillment capabilities, which elevate the shopping experience and give our guests new reasons to choose Target. During 2019, over 70% of our comparable digital sales growth was driven by same-day fulfillment options: Order Pickup, Drive Up, and delivery via our wholly owned subsidiary, Shipt. These investments are translating into tangible financial results summarized below. Financial Summary Fiscal 2019 included the following notable items: • GAAP earnings per share from continuing operations were $6.34. • • • Adjusted earnings per share from continuing operations were $6.39. Total revenue increased 3.7 percent, driven by a comparable sales increase and sales from new stores. Comparable sales increased 3.4 percent, driven by a 2.7 percent increase in traffic. ◦ ◦ Comparable store sales grew 1.4 percent. Digital channel sales increased 29 percent, contributing 1.9 percentage points to comparable sales growth. • Operating income of $4,658 million was 13.3 percent higher than the comparable prior-year period. Sales were $77,130 million for 2019, an increase of $2,697 million or 3.6 percent from the prior year. Operating cash flow provided by continuing operations was $7,099 million for 2019, an increase of $1,129 million, or 18.9 percent, from $5,970 million for 2018. TARGET CORPORATION 2019 Form 10-K 16 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents EXECUTIVE SUMMARY & ANALYSIS OF OPERATIONS Index to Financial Statements Earnings Per Share From Continuing Operations GAAP diluted earnings per share Adjustments Adjusted diluted earnings per share $ $ 2019 6.34 $ 0.05 6.39 $ 2018 5.50 $ (0.10) 5.39 $ Percent Change 2017 (a) 2019/2018 2018/2017 5.29 (0.60) 4.69 15.4 % 4.0 % 18.4 % 15.1 % Note: Amounts may not foot due to rounding. Adjusted diluted earnings per share from continuing operations (Adjusted EPS), a non-GAAP metric, excludes the impact of certain items. Management believes that Adjusted EPS is useful in providing period-to-period comparisons of the results of our continuing operations. A reconciliation of non-GAAP financial measures to GAAP measures is provided on page 21. (a) Consisted of 53 weeks. We report after-tax return on invested capital (ROIC) from continuing operations because we believe ROIC provides a meaningful measure of our capital-allocation effectiveness over time. For the trailing twelve months ended February 1, 2020, ROIC was 16.0 percent, compared with 14.7 percent for the trailing twelve months ended February 2, 2019. The calculation of ROIC is provided on page 22. Analysis of Results of Operations Summary of Operating Income (dollars in millions) Sales Other revenue Total revenue Cost of sales SG&A expenses Depreciation and amortization (exclusive of depreciation included in cost of sales) Operating income (a) Consisted of 53 weeks. Rate Analysis Gross margin rate 2019 77,130 $ 982 78,112 54,864 16,233 2018 74,433 $ 923 75,356 53,299 15,723 2,357 4,658 $ 2,224 4,110 $ $ $ 2017 (a) 71,786 928 72,714 51,125 15,140 2,225 4,224 Percent Change 2019/2018 2018/2017 3.7 % (0.5) 3.6 4.3 3.9 3.6 % 6.3 3.7 2.9 3.2 6.0 13.3 % (0.1) (2.7)% SG&A expense rate Depreciation and amortization (exclusive of depreciation included in cost of sales) expense rate Operating income margin rate 2019 28.9 % 20.8 3.0 6.0 2018 28.4 % 20.9 3.0 5.5 2017 (a) 28.8 % 20.8 3.1 5.8 Note: Gross margin rate is calculated as gross margin (sales less cost of sales) divided by sales. All other rates are calculated by dividing the applicable amount by total revenue. (a) Consisted of 53 weeks. A discussion regarding Results of Operations and Analysis of Financial Condition for the year ended February 2, 2019, as compared to the year ended February 3, 2018, is included in Part II, Item 7, MD&A to our Annual Report on Form 10-K for the fiscal year ended February 2, 2019. 17 TARGET CORPORATION 2019 Form 10-K Sales MANAGEMENT'S DISCUSSION AND ANALYSIS ANALYSIS OF OPERATIONS Table of Contents Index to Financial Statements Sales include all merchandise sales, net of expected returns, and our estimate of gift card breakage. Note 2 to the Financial Statements defines gift card "breakage." We use comparable sales to evaluate the performance of our stores and digital channel sales by measuring the change in sales for a period over the comparable, prior-year period of equivalent length. Comparable sales include all sales, except sales from stores open less than 13 months, digital acquisitions we have owned less than 13 months, stores that have been closed, and digital acquisitions that we no longer operate. Comparable sales measures vary across the retail industry. As a result, our comparable sales calculation is not necessarily comparable to similarly titled measures reported by other companies. Digitally originated sales include all sales initiated through mobile applications and our websites. Our stores fulfill the majority of digitally originated sales, including shipment from stores to guests, store Order Pick Up or Drive Up, and delivery via Shipt. Digitally originated sales may also be fulfilled through our distribution centers, our vendors, or other third parties. Sales growth – from both comparable sales and new stores – represents an important driver of our long-term profitability. We expect that comparable sales growth will drive the majority of our total sales growth. We believe that our ability to successfully differentiate our guests’ shopping experience through a careful combination of merchandise assortment, price, convenience, guest experience, and other factors will over the long-term drive both increasing shopping frequency (traffic) and the amount spent each visit (average transaction amount). The increase in 2019 sales compared to 2018 is due to a 3.4 percent comparable sales increase and the contribution from new stores. Comparable Sales Comparable sales change Drivers of change in comparable sales Number of transactions Average transaction amount Note: Amounts may not foot due to rounding. Contribution to Comparable Sales Change Stores channel comparable sales change Contribution from digitally originated sales to comparable sales change Total comparable sales change Note: Amounts may not foot due to rounding. Sales by Channel Stores originated Digitally originated Total 2019 3.4 % 2.7 0.7 2019 1.4 % 1.9 3.4 % 2018 5.0 % 5.0 0.1 2018 3.2 % 1.8 5.0 % 2019 91.2 % 8.8 100 % 2018 92.9 % 7.1 100 % 2017 1.3 % 1.6 (0.3) 2017 0.1 % 1.2 1.3 % 2017 94.5 % 5.5 100 % Note 2 to the Financial Statements provides sales by product category. The collective interaction of a broad array of macroeconomic, competitive, and consumer behavioral factors, as well as sales mix, and transfer of sales to new stores makes further analysis of sales metrics infeasible. TARGET CORPORATION 2019 Form 10-K 18 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents Index to Financial Statements ANALYSIS OF OPERATIONS TD Bank Group (TD) offers credit to qualified guests through Target-branded credit cards: the Target Credit Card and the Target MasterCard Credit Card (Target Credit Cards). Additionally, we offer a branded proprietary Target Debit Card. Collectively, we refer to these products as RedCards®. We monitor the percentage of purchases that are paid for using RedCards (RedCard Penetration) because our internal analysis has indicated that a meaningful portion of incremental purchases on our RedCards are also incremental sales for Target. Guests receive a 5 percent discount on virtually all purchases when they use a RedCard at Target. RedCard Penetration Target Debit Card Target Credit Cards Total RedCard Penetration Note: Amounts may not foot due to rounding. Gross Margin Rate 2019 12.6 % 10.7 23.3 % 2018 13.0 % 10.9 23.8 % 2017 13.1 % 11.3 24.5 % 0.5% 0.2% (0.2)% Merchandising Strategies Mix Supply Chain & Digital Fulfillment 28.9% 2019 GM Rate 28.4% 2018 GM Rate Our gross margin rate was 28.9 percent in 2019 and 28.4 percent in 2018. The increase reflects merchandising efforts to optimize costs, pricing, promotions, and assortment, and favorable category sales mix, partially offset by increased supply chain and digital fulfillment costs. Selling, General and Administrative (SG&A) Expense Rate Our SG&A expense rate was 20.8 percent in 2019, approximately flat to last year. Store labor productivity and lower incentive compensation in 2019 offset pressure from wage growth. Store Data Change in Number of Stores Beginning store count Opened Closed Ending store count 2019 1,844 26 (2) 1,868 2018 1,822 29 (7) 1,844 19 TARGET CORPORATION 2019 Form 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF OPERATIONS & RECONCILIATION OF NON-GAAP FINANCIAL MEASURES Index to Financial Statements Number of Stores Retail Square Feet (a) February 1, 2020 February 2, 2019 February 1, 2020 February 2, 2019 272 1,505 91 1,868 272 1,501 71 1,844 48,619 189,227 2,670 48,604 188,900 2,077 240,516 239,581 Number of Stores and Retail Square Feet 170,000 or more sq. ft. 50,000 to 169,999 sq. ft. 49,999 or less sq. ft. Total (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 $477 million and $461 million for 2019 and 2018, respectively. The increase was primarily driven by a $10 million loss on early retirement of debt in 2019. Provision for Income Taxes Our 2019 effective income tax rate from continuing operations increased to 22.0 percent from 20.3 percent in 2018, which included discrete benefits related to the Tax Cuts and Jobs Act of 2017 (Tax Act) and the resolution of certain income tax matters unrelated to 2018 operations. Note 18 to the Financial Statements provides additional information. TARGET CORPORATION 2019 Form 10-K 20 Reconciliation of Non-GAAP Financial Measures to GAAP Measures MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents RECONCILIATION OF NON-GAAP FINANCIAL MEASURES Index to Financial Statements To provide additional transparency, we have disclosed non-GAAP adjusted diluted earnings per share from continuing operations (Adjusted EPS). This metric excludes certain items presented below. We believe this information is useful in providing period-to-period comparisons of the results of our continuing operations. This measure is not in accordance with, or an alternative to, generally accepted accounting principles in the U.S. (GAAP). The most comparable GAAP measure is diluted earnings per share from continuing operations. Adjusted EPS should not be considered in isolation or as a substitution for analysis of our results as reported in accordance with GAAP. Other companies may calculate Adjusted EPS differently than we do, limiting the usefulness of the measure for comparisons with other companies. Reconciliation of Non-GAAP Adjusted EPS (millions, except per share data) GAAP diluted earnings per share from continuing operations Adjustments Loss on investment (b) Tax Act (c) Loss on debt extinguishment Other (d) Other income tax matters (e) Adjusted diluted earnings per share from continuing operations $ $ $ $ 41 — 10 (17) — 31 — 8 (13) — 2019 2018 Pretax Net of Tax Per Share Amounts Pretax Net of Tax Per Share Amounts Pretax 6.34 $ 5.50 2017 (a) Net of Tax Per Share Amounts $ 5.29 0.06 $ — $ — $ — $ — $ — $ — — 0.01 (0.02) — — — — — (36) (0.07) — — — — (18) (0.03) — 123 (5) — (343) 75 (3) (57) (0.62) 0.14 (0.01) (0.10) $ 6.39 $ 5.39 $ 4.69 Note: Amounts may not foot due to rounding. (a) (b) (c) (d) (e) Consisted of 53 weeks. Includes an unrealized loss on our investment in Casper Sleep, Inc., which is not core to our continuing operations. Represents discrete items related to the Tax Act. Refer to the Provision for Income Taxes discussion within MD&A and Note 18 to the Financial Statements. For 2019 and 2017, represents insurance recoveries related to the 2013 data breach. Represents benefits from the resolution of certain income tax matters unrelated to current period operations. Earnings from continuing operations before interest expense and income taxes (EBIT) and earnings from continuing operations before interest expense, income taxes, depreciation, and amortization (EBITDA) are non-GAAP financial measures. We believe these measures provide meaningful information about our operational efficiency compared with our competitors by excluding the impact of differences in tax jurisdictions and structures, debt levels, and for EBITDA, capital investment. These measures are not in accordance with, or an alternative to, GAAP. The most comparable GAAP measure is net earnings from continuing operations. EBIT and EBITDA should not be considered in isolation or as a substitution for analysis of our results as reported in accordance with GAAP. Other companies may calculate EBIT and EBITDA differently, limiting the usefulness of the measures for comparisons with other companies. EBIT and EBITDA (dollars in millions) Net earnings from continuing operations + Provision for income taxes + Net interest expense EBIT + Total depreciation and amortization (b) EBITDA 2019 2018 3,269 $ 2,930 $ 921 477 4,667 $ 2,604 7,271 $ 746 461 4,137 $ 2,474 6,611 $ $ $ $ Percent Change 2019/2018 2018/2017 11.6 % 23.4 3.3 12.8 % 5.3 10.0 % 0.7 % 3.5 (29.3) (3.4)% (0.1) (2.2)% 2017 (a) 2,908 722 653 4,283 2,476 6,759 (a) (b) 21 Consisted of 53 weeks. Represents total depreciation and amortization, Amortization and within Cost of Sales. including amounts classified within Depreciation and TARGET CORPORATION 2019 Form 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents RECONCILIATION OF NON-GAAP FINANCIAL MEASURES Index to Financial Statements We have also disclosed after-tax ROIC, which is a ratio based on GAAP information, with the exception of the add- back of operating lease interest to operating income. We believe this metric is useful in assessing the effectiveness of our capital allocation over time. Other companies may calculate ROIC differently, limiting the usefulness of the measure for comparisons with other companies. After-Tax Return on Invested Capital (dollars in millions) Numerator Operating income + Net other income / (expense) EBIT + Operating lease interest (a) - Income taxes (b) Net operating profit after taxes Trailing Twelve Months February 1, 2020 February 2, 2019 $ 4,658 $ 9 4,667 86 1,045 3,708 $ 4,110 27 4,137 83 856 $ 3,364 Denominator February 1, 2020 February 2, 2019 Current portion of long-term debt and other borrowings $ 161 $ + Noncurrent portion of long-term debt + Shareholders' investment + Operating lease liabilities (c) - Cash and cash equivalents Invested capital Average invested capital (d) 11,338 11,833 2,475 2,577 23,230 23,208 $ $ $ $ 1,052 10,223 11,297 2,170 1,556 23,186 22,832 February 3, 2018 $ 281 11,117 11,651 2,072 2,643 $ 22,478 After-tax return on invested capital 16.0 % 14.7 % (a) (b) (c) (d) Represents the add-back to operating income driven by the hypothetical interest expense we would incur if the property under our operating leases were owned or accounted for as finance leases. Calculated using the discount rate for each lease and recorded as a component of rent expense within SG&A Expenses. Operating lease interest is added back to operating income in the ROIC calculation to control for differences in capital structure between us and our competitors. Calculated using the effective tax rates for continuing operations, which were 22.0 percent and 20.3 percent for the trailing twelve months ended February 1, 2020, and February 2, 2019, respectively. For the trailing twelve months ended February 1, 2020, and February 2, 2019, includes tax effect of $1,026 million and $839 million, respectively, related to EBIT, and $19 million and $17 million, respectively, related to operating lease interest. Total short-term and long-term operating lease liabilities included within Accrued and Other Current Liabilities and Noncurrent Operating Lease Liabilities. Average based on the invested capital at the end of the current period and the invested capital at the end of the comparable prior period. TARGET CORPORATION 2019 Form 10-K 22 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF FINANCIAL CONDITION & NEW ACCOUNTING PRONOUNCEMENTS Index to Financial Statements Analysis of Financial Condition Liquidity and Capital Resources Our period-end cash and cash equivalents balance increased to $2,577 million from $1,556 million in 2018. Our cash and cash equivalents balance includes short-term investments of $1,810 million and $769 million as of February 1, 2020, and February 2, 2019, respectively. Our investment policy is designed to preserve principal and liquidity of our short-term investments. This policy allows investments in large money market funds or in highly rated direct short-term instruments that mature in 60 days or less. We also place dollar limits on our investments in individual funds or instruments. 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. Operating Cash Flows Operating cash flow provided by continuing operations was $7,099 million in 2019 compared with $5,970 million in 2018. The 2019 operating cash flow increase was primarily driven by higher net earnings and a reduction in inventory during 2019. Operating cash flow in 2019 also benefited from increased accounts payable due to timing of import inventory purchases, which have longer payment terms, compared with 2018. Inventory Year-end inventory was $8,992 million, compared with $9,497 million in 2018. Inventory levels were lower as of February 1, 2020, compared with February 2, 2019, partially due to focused efforts to reduce inventory across multiple categories where we optimized on-hand quantities and assortment. Additionally, elevated inventory levels in the prior year reflected intentional investments in toys merchandise. 23 TARGET CORPORATION 2019 Form 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF FINANCIAL CONDITION Index to Financial Statements Capital Expenditures $4,000 $3,000 $2,000 ) s n o i l l i M ( $ $3,027 $811 $263 $1,000 $1,953 $3,516 $568 $249 $2,699 $2,533 $620 $282 $1,631 $0 2019 2018 2017 Existing store investments New stores Information technology, supply chain, and other Capital expenditures decreased in 2019 from the prior year primarily due to project savings in our store remodel program and timing of certain planned expenditures. We have completed over 700 remodels since the launch of the current program in 2017, and expect to maintain our pace of approximately 300 remodels in 2020. Beginning in 2021, we expect to moderate the annual number of remodels to a range of 150 to 200. In addition to these cash investments, we entered into leases related to new stores in 2019, 2018, and 2017 with total future minimum lease payments of $669 million, $473 million, and $438 million, respectively. We expect capital expenditures in 2020 of approximately $3.5 billion as we continue the current store remodel program, open additional small-format stores, and accelerate investments in our supply chain. We also expect to continue to invest in new store leases. Dividends We paid dividends totaling $1,330 million ($2.60 per share) in 2019 and $1,335 million ($2.52 per share) in 2018, a per share increase of 3.2 percent. We declared dividends totaling $1,345 million ($2.62 per share) in 2019 and $1,347 million ($2.54 per share) in 2018, a per share increase of 3.1 percent. We have paid dividends every quarter since our 1967 initial public offering and it is our intent to continue to do so in the future. Share Repurchases During 2019 and 2018 we returned $1,518 million and $2,067 million, respectively, to shareholders through share repurchase. See Part II, Item 5, Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities of this Annual Report on Form 10-K and Note 20 to the Financial Statements for more information. TARGET CORPORATION 2019 Form 10-K 24 Financing MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF FINANCIAL CONDITION Index to Financial Statements 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 February 1, 2020, our credit ratings were as follows: Credit Ratings Long-term debt Commercial paper Moody's A2 P-1 Standard and Poor's A A-1 Fitch A- F1 If our credit ratings were lowered, our ability to access the debt markets, our cost of funds, and other terms for new debt issuances could be adversely impacted. Each of the credit rating agencies reviews its rating periodically and there is no guarantee our current credit ratings will remain the same as described above. Fitch raised our commercial paper rating from F2 to F1 during 2019. In March 2019, we issued $1.0 billion of debt, and in June 2019, we repaid $1.0 billion of debt at maturity. In January 2020, we issued $750 million of debt and we redeemed $1.0 billion of debt before its maturity. In both 2019 and 2018, we funded our holiday sales period working capital needs through internally generated funds and the issuance of commercial paper. We have additional liquidity through a committed $2.5 billion revolving credit facility obtained through a group of banks, which expires in October 2023. No balances were outstanding at any time during 2019 and 2018. 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 February 1, 2020, no notes or debentures contained provisions requiring acceleration of payment upon a credit rating downgrade, except that certain outstanding notes allow the note holders to put the notes to us if within a matter of months of each other we experience both (i) a change in control and (ii) our long-term credit ratings are either reduced and the resulting rating is non-investment grade, or our long-term credit ratings are placed on watch for possible reduction and those ratings are subsequently reduced and the resulting rating is non-investment grade. Notes 15 and 16 to the Financial Statements provide additional information. We believe our sources of finance anticipated expansion and strategic initiatives, fund debt maturities, pay dividends, and execute purchases under our share repurchase programs for the foreseeable future. We continue to anticipate ample access to commercial paper and long-term financing. liquidity will continue to be adequate to maintain operations, 25 TARGET CORPORATION 2019 Form 10-K Commitments and Contingencies MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF FINANCIAL CONDITION Index to Financial Statements Contractual Obligations as of Payments Due by Period February 1, 2020 (millions) Recorded contractual obligations: Long-term debt (a) Finance lease liabilities (b) Operating lease liabilities (b) Deferred compensation (c) Real estate liabilities (d) Tax contingencies (e) Unrecorded contractual obligations: Interest payments – long-term debt Purchase obligations (f) Real estate obligations (g) Future contributions to retirement plans (h) Less than Total 1 Year 1-3 Years 3-5 Years After 5 Years $ 10,085 $ 94 $ 1,119 $ 1,000 $ 1,890 3,205 552 90 — 5,964 676 1,313 — 121 284 73 90 — 399 247 588 — 254 552 160 — — 766 135 66 — 7,872 1,270 1,838 144 — — 245 531 175 — — 707 4,092 74 88 — 220 571 — Contractual obligations $ 23,775 $ 1,896 $ 3,052 $ 2,820 $ 16,007 (a) (b) (c) (d) (e) (f) (g) (h) Represents principal payments only. See Note 15 to the Financial Statements for further information. Finance and operating lease payments include $118 million and $901 million, respectively, related to options to extend lease terms that are reasonably certain of being exercised. See Note 17 to the Financial Statements for further information. The timing of deferred compensation payouts is estimated based on payments currently made to former employees and retirees and the projected timing of future retirements. Real estate liabilities include costs incurred but not paid related to the construction or remodeling of real estate and facilities. Estimated tax contingencies of $188 million, including interest and penalties, are not included in the table above because we are not able to make reasonably reliable estimates of the period of cash settlement. See Note 18 to the Financial Statements for further information. Purchase obligations include all legally binding contracts such as firm minimum commitments for inventory purchases, merchandise royalties, equipment purchases, marketing-related contracts, software acquisition/ license commitments, and service contracts. We issue inventory purchase orders in the normal course of business, which represent authorizations to purchase that are cancelable by their terms. We do not consider purchase orders to be firm inventory commitments; therefore, they are excluded from the table above. If we choose to cancel a purchase order, we may be obligated to reimburse the vendor for unrecoverable outlays incurred prior to cancellation. We also issue trade letters of credit in the ordinary course of business, which are excluded from this table as these obligations are conditioned on terms of the letter of credit being met. Real estate obligations include legally binding minimum lease payments for leases signed but not yet commenced, and commitments for the purchase, construction, or remodeling of real estate and facilities. We have not included obligations under our pension plans in the contractual obligations table above because no additional amounts are required to be funded as of February 1, 2020. Our historical practice regarding these plans has been to contribute amounts necessary to satisfy minimum pension funding requirements, plus periodic discretionary amounts determined to be appropriate. Off Balance Sheet Arrangements: Other than the unrecorded contractual obligations noted above, we do not have any arrangements or relationships with entities that are not consolidated into the financial statements. TARGET CORPORATION 2019 Form 10-K 26 Critical Accounting Estimates MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF FINANCIAL CONDITION Index to Financial Statements Our consolidated financial statements are prepared in accordance with GAAP, which requires us to make estimates and apply judgments that affect the reported amounts. In the Notes to Consolidated Financial Statements, we describe the significant accounting policies used in preparing the consolidated financial statements. Our management has discussed the development, selection, and disclosure of our critical accounting estimates with the Audit & Finance Committee of our Board of Directors. The following items require significant estimation or judgment: Inventory and cost of sales: The vast majority of our inventory is accounted for under the retail inventory accounting method using the last-in, first-out method (LIFO). Our inventory is valued at the lower of LIFO cost or market. We reduce inventory for estimated losses related to shrink and markdowns. Our shrink estimate is based on historical losses verified by physical inventory counts. Historically, our actual physical inventory count results have shown our estimates to be reliable. Market adjustments for markdowns are recorded when the salability of the merchandise has diminished. We believe the risk of inventory obsolescence is largely mitigated because our inventory typically turns in less than three months. Inventory was $8,992 million and $9,497 million as of February 1, 2020 and February 2, 2019, respectively, and is further described in Note 8 to the Financial Statements. Vendor income: We receive various forms of consideration from our vendors (vendor income), principally earned as a result of volume rebates, markdown allowances, promotions, and advertising allowances. Substantially all vendor income is recorded as a reduction of cost of sales. We establish a receivable for vendor income that is earned but not yet received. Based on historical trending and data, this receivable is computed by forecasting vendor income collections and estimating the amount earned. The majority of the year-end vendor income receivables are collected within the following fiscal quarter, and we do not believe there is a reasonable likelihood that the assumptions used in our estimate will change significantly. Historically, adjustments to our vendor income receivable have not been material. Vendor income receivable was $464 million and $468 million as of February 1, 2020 and February 2, 2019, respectively. Vendor income is described further in Note 4 to the Financial Statements. Long-lived assets: Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows independent of other assets, which is primarily at the store level. An impairment loss would be recognized when estimated undiscounted future cash flows from the operation and/or eventual disposition of the asset or asset group is less than its carrying amount, and is measured as the excess of its carrying amount over fair value. We estimate fair value by obtaining market appraisals, obtaining valuations from third-party brokers, or using other valuation techniques. We recorded impairments of $23 million, $92 million, and $91 million in 2019, 2018, and 2017, respectively, which are described further in Note 10 to the Financial Statements. Insurance/self-insurance: We retain a substantial portion of the risk related to certain general liability, workers' compensation, property loss, and team member medical and dental claims. However, we maintain stop-loss coverage to limit the exposure related to certain risks. Liabilities associated with these losses include estimates of both claims filed and losses incurred but not yet reported. We use actuarial methods which consider a number of factors to estimate our ultimate cost of losses. General liability and workers' compensation liabilities are recorded based on our estimate of their net present value; other liabilities referred to above are not discounted. Our workers' liability accrual was $465 million and $423 million as of February 1, 2020 and compensation and general February 2, 2019, respectively. We believe that the amounts accrued are appropriate; however, our liabilities could be significantly affected if future occurrences or loss developments differ from our assumptions. For example, a 5 percent increase or decrease in average claim costs would have impacted our self-insurance expense by $23 million in 2019. Historically, adjustments to our estimates have not been material. Refer to Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, for further disclosure of the market risks associated with these exposures. We maintain insurance coverage to limit our exposure to certain events, including network security matters. Income taxes: We pay income taxes based on the tax statutes, regulations, and case law of the various jurisdictions in which we operate. Significant judgment is required in determining the timing and amounts of deductible and taxable items, and in evaluating the ultimate resolution of tax matters in dispute with tax authorities. 27 TARGET CORPORATION 2019 Form 10-K MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents Index to Financial Statements ANALYSIS OF FINANCIAL CONDITION The benefits of uncertain tax positions are recorded in our financial statements only after determining it is likely the uncertain tax positions would withstand challenge by taxing authorities. We periodically reassess these probabilities and record any changes in the financial statements as appropriate. Liabilities for uncertain tax positions, including interest and penalties, were $188 million and $334 million as of February 1, 2020 and February 2, 2019, respectively, and primarily relate to continuing operations. We believe the resolution of these matters will not have a material adverse impact on our consolidated financial statements. Income taxes are described further in Note 18 to the Financial Statements. Pension accounting: We maintain a funded qualified defined benefit pension plan, as well as nonqualified and international pension plans that are generally unfunded, for certain current and retired team members. The costs for these plans are determined based on actuarial calculations using the assumptions described in the following paragraphs. Eligibility and the level of benefits varies depending on team members' full-time or part-time status, date of hire, age, and/or length of service. The benefit obligation and related expense for these plans are determined based on actuarial calculations using assumptions about the expected long-term rate of return, the discount rate, compensation growth rates, mortality, and retirement age. These assumptions, with adjustments made for any significant plan or participant changes, are used to determine the period-end benefit obligation and establish expense for the next year. Our 2019 expected long-term rate of return on plan assets of 6.30 percent was determined by the portfolio long-term investment performance, and current market conditions. A 1 percentage point composition, historical decrease in our expected long-term rate of return would increase annual expense by $39 million. The discount rate used to determine benefit obligations is adjusted annually based on the interest rate for long-term high-quality corporate bonds, using yields for maturities that are in line with the duration of our pension liabilities. Our benefit obligation and related expense will fluctuate with changes in interest rates. A 1 percentage point decrease to the weighted average discount rate would increase annual expense by $61 million. Based on our experience, we use a graduated compensation growth schedule that assumes higher compensation growth for younger, shorter-service pension-eligible team members than it does for older, longer-service pension- eligible team members. Pension benefits are further described in Note 23 to the Financial Statements. Legal and other contingencies: We believe the accruals recorded in our consolidated financial statements properly reflect loss exposures that are both probable and reasonably estimable. We do not believe any of the currently identified claims or litigation may materially affect our results of operations, cash flows, or financial condition. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, it may cause a material adverse impact on the results of operations, cash flows, or financial condition for the period in which the ruling occurs, or future periods. Refer to Note 14 to the Financial Statements for further information on contingencies. New Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13 - Measurement of Credit Losses losses of certain financial on Financial instruments. We will adopt the standard in the first quarter of 2020, as required. We do not expect the standard to materially affect our consolidated net earnings, financial position, or cash flows. Instruments, which modifies the measurement of expected credit We do not expect that any other recently issued accounting pronouncements will have a material effect on our financial statements. TARGET CORPORATION 2019 Form 10-K 28 Forward-Looking Statements MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents FORWARD LOOKING STATEMENTS Index to Financial Statements forward-looking statements in this report This report contains forward-looking statements, which are based on our current assumptions and expectations. These statements are typically accompanied by the words "expect," "may," "could," "believe," "would," "might," "anticipates," or similar words. The principal include: our financial performance, statements regarding the adequacy of and costs associated with our sources of liquidity, the funding of debt maturities, the continued execution of our share repurchase program, our expected capital expenditures and new lease commitments, the expected compliance with debt covenants, the expected impact of new accounting pronouncements, our intentions regarding future dividends, contributions and payments related to our pension plan, the expected return on plan assets, the expected timing and recognition of compensation expenses, the effects of macroeconomic conditions, the adequacy of our reserves for general liability, workers' compensation and property loss, the expected outcome of, and adequacy of our reserves for claims, litigation and the resolution of tax matters, our expectations regarding our contractual obligations, the expected ability to recognize deferred tax assets and liabilities and the timing of such recognition, the expected impact of changes in information technology systems, and changes in our assumptions and expectations. liabilities, and vendor income, All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. Although we believe there is a reasonable basis for the forward-looking statements, our actual results could be materially different. The most important factors which could cause our actual results to differ from our forward-looking statements are set forth on our description of risk factors included in Part I, Item 1A, Risk Factors to this Form 10-K, which should be read in conjunction with the forward-looking statements in this report. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement. Item 7A. Quantitative and Qualitative Disclosures About Market Risk As of February 1, 2020, our exposure to market risk was primarily from interest rate changes on our debt obligations, some of which are at a London Interbank Offered Rate (LIBOR). Our interest rate exposure is primarily due to differences between our floating rate debt obligations compared to our floating rate short-term investments. As of February 1, 2020, our floating rate short-term investments exceeded our floating rate debt by approximately $300 million. Based on our balance sheet position as of February 1, 2020, the annualized effect of a 0.1 percentage point increase in floating interest rates on our floating rate debt obligations, net of our floating rate short-term investments, would not be significant. In general, we expect our floating rate debt to exceed our floating rate short- term investments over time, but that may vary in different interest rate environments. See further description of our debt and derivative instruments in Notes 15 and 16 to the Financial Statements. In 2017, the United Kingdom's Financial Conduct Authority announced the intent to phase out LIBOR by the end of 2021. As a result, we may amend our contracts that use LIBOR as a benchmark, but do not expect these changes will have a material impact on our financial statements, liquidity and access to capital markets. We record our general liability and workers' compensation liabilities at net present value; therefore, these liabilities fluctuate with changes in interest rates. Based on our balance sheet position as of February 1, 2020, the annualized effect of a 0.5 percentage point decrease in interest rates would be to decrease earnings before income taxes by $6 million. In addition, we are exposed to market return fluctuations on our qualified defined benefit pension plan. The value of our pension liabilities is inversely related to changes in interest rates. A 1 percentage point decrease to the weighted average discount rate would increase annual expense by $61 million. To protect against declines in interest rates, we hold high-quality, long-duration bonds and interest rate swaps in our pension plan trust. At year-end, we had hedged 60 percent of the interest rate exposure of our plan liabilities. As more fully described in Note 22 to the Financial Statements, we are exposed to market returns on accumulated team member balances in our nonqualified, unfunded deferred compensation plans. We control the risk of offering the nonqualified plans by making investments in life insurance contracts and prepaid forward contracts on our own common stock that substantially offset our economic exposure to the returns on these plans. There have been no other material changes in our primary risk exposures or management of market risks since the prior year. 29 TARGET CORPORATION 2019 Form 10-K FINANCIAL STATEMENTS INDEX Table of Contents Index to Financial Statements Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm Consolidated Statements of Operations Consolidated Statements of Comprehensive Income Consolidated Statements of Financial Position Consolidated Statements of Cash Flows Consolidated Statements of Shareholders' Investment Notes to Consolidated Financial Statements Note 1 Note 2 Note 3 Note 4 Note 5 Note 6 Note 7 Note 8 Note 9 Note 10 Note 11 Note 12 Note 13 Note 14 Note 15 Note 16 Note 17 Note 18 Note 19 Note 20 Note 21 Note 22 Note 23 Note 24 Note 25 Summary of Accounting Policies Revenues Cost of Sales and Selling, General and Administrative Expenses Consideration Received from Vendors Advertising Costs Fair Value Measurements Cash and Cash Equivalents Inventory Other Current Assets Property and Equipment Other Noncurrent Assets Goodwill and Intangible Assets Accrued and Other Current Liabilities Commitments and Contingencies Commercial Paper and Long-Term Debt Derivative Financial Instruments Leases Incomes Taxes Other Noncurrent Liabilities Share Repurchase Share-Based Compensation Defined Contribution Plans Pension Plans Accumulated Other Comprehensive Income Quarterly Results (Unaudited) 31 34 35 36 37 38 39 39 40 41 42 42 42 43 43 43 44 44 44 45 45 46 47 47 50 52 52 52 55 55 59 59 TARGET CORPORATION 2019 Form 10-K 30 FINANCIAL STATEMENTS REPORTS Table of Contents Index to Financial Statements Report of Management on the Consolidated Financial Statements Management is responsible for the consistency, integrity, and presentation of the information in the Annual Report. The consolidated financial statements and other information presented in this Annual Report have been prepared in accordance with accounting principles generally accepted in the United States and include necessary judgments and estimates by management. To fulfill our responsibility, we maintain comprehensive systems of internal control designed to provide reasonable assurance that assets are safeguarded and transactions are executed in accordance with established procedures. The concept of reasonable assurance is based upon recognition that the cost of the controls should not exceed the benefit derived. We believe our systems of internal control provide this reasonable assurance. The Board of Directors exercised its oversight role with respect to the Corporation's systems of internal control primarily through its Audit Committee, which is comprised of independent directors. The Committee oversees the Corporation's systems of internal control, accounting practices, to protect shareholders' investments. financial reporting and audits to assess whether their quality, integrity, and objectivity are sufficient In addition, our consolidated financial statements have been audited by Ernst & Young LLP, independent registered public accounting firm, whose report also appears on this page. Brian C. Cornell Chairman and Chief Executive Officer March 11, 2020 Michael J. Fiddelke Executive Vice President and Chief Financial Officer Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Target Corporation Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial position of Target Corporation (the Corporation) as of February 1, 2020 and February 2, 2019, the related consolidated statements of operations, comprehensive income, cash flows and shareholders' investment for each of the three years in the period ended February 1, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Corporation at February 1, 2020 and February 2, 2019, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2020, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Corporation's internal control over financial reporting as of February 1, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 11, 2020 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on the Corporation’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 31 TARGET CORPORATION 2019 Form 10-K FINANCIAL STATEMENTS REPORTS Table of Contents Index to Financial Statements Valuation of Inventory and related Cost of Sales Description of the Matter At February 1, 2020, the Corporation's inventory was $8,992 million. As described in Note 8 to the consolidated financial statements, the Corporation accounts for the vast majority of its inventory under the retail inventory accounting method (RIM) using the last-in, first-out (LIFO) method. RIM is an averaging method that has been widely used in the retail industry due to its practicality. Under RIM, inventory cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the inventory retail value. Auditing inventory requires extensive audit effort including significant involvement of more experienced audit team members, including the involvement of our information technology (IT) professionals, given the relatively higher level of automation impacting the inventory process including the involvement of multiple information systems used to capture the high volume of transactions processed by the Corporation. Further, the inventory process is supported by a number of automated and IT dependent controls that elevate the importance of the IT general controls that support the underlying information systems utilized to process transactions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Corporation’s inventory process, including the underlying IT general controls. For example, we tested automated controls performed by the Corporation’s information systems and controls over the completeness of data transfers between information systems used in performing the Corporation’s RIM calculation. Our audit procedures included, among others, testing the processing scenarios of the automated controls by evaluating configuration settings and performing a transaction walkthrough for each scenario. Our audit procedures also included, among others, testing the key inputs into the RIM calculation, including purchases, sales, shortage, and price changes (markdowns) by comparing the key inputs back to source information such as third-party vendor invoices, third-party inventory count information and cash receipts. In addition, we performed extensive analytical procedures. For example, we performed store square footage analytics to predict ending inventory values at each store location, as well as predictive markdown analytics based on inquiries held with members of the merchant organization to assess the level of price changes within a category. Valuation of Vendor Income Receivables Description of the Matter At February 1, 2020, the Corporation’s vendor income receivables totaled $464 million. As discussed in Note 4 of the consolidated financial statements, the Corporation receives consideration for a variety of vendor-sponsored programs, which are primarily recorded as a reduction of cost of sales when earned. The Corporation records a receivable for amounts earned but not yet received. Auditing the Corporation's vendor income receivables was complex due to the estimation required in measuring the receivables. The estimate was sensitive to significant assumptions, such as forecasted vendor income collections, and estimating the time period over which the collections have been earned, which is primarily based on historical trending and data. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Corporation’s vendor income receivable process, including controls over management’s review of the significant assumptions described above. To test the estimated vendor income receivables, we performed audit procedures that included, among others, assessing the estimation methodology used by management and evaluating the forecasted vendor income collections and the time period over which collections have been earned as used in the receivable estimation model. For a sample of the vendor rebates and concessions, we evaluated the nature and source of the inputs used and the terms of the contractual agreements. We recalculated the amount of the vendor income earned based on the inputs and the terms of the agreements. In addition, we recalculated the time period over which the vendor income collection had been earned to assess the accuracy of management’s estimates. We also performed sensitivity analyses of significant assumptions to evaluate the significance of changes in the receivables that would result from changes in assumptions. We have served as the Corporation's auditor since 1931. Minneapolis, Minnesota March 11, 2020 TARGET CORPORATION 2019 Form 10-K 32 FINANCIAL STATEMENTS REPORTS Table of Contents Index to Financial Statements Report of Management on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we assessed the effectiveness of our internal control over financial reporting as of February 1, 2020, based on the framework in Internal Control—Integrated Framework (2013), the Treadway Commission (2013 framework). Based on our assessment, we conclude that the Corporation's internal control over financial reporting is effective based on those criteria. issued by the Committee of Sponsoring Organizations of Our internal control over financial reporting as of February 1, 2020, has been audited by Ernst & Young LLP, the independent registered public accounting firm who has also audited our consolidated financial statements, as stated in their report which appears on this page. Brian C. Cornell Chairman and Chief Executive Officer March 11, 2020 Michael J. Fiddelke Executive Vice President and Chief Financial Officer Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Target Corporation Opinion on Internal Control over Financial Reporting We have audited Target Corporation’s internal control over financial reporting as of February 1, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Target Corporation (the Corporation) maintained, in all material respects, effective internal control over financial reporting as of February 1, 2020, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Corporation as of February 1, 2020 and February 2, 2019, the related consolidated statements of operations, comprehensive income, cash flows and shareholders' investment for each of the three years in the period ended February 1, 2020, and the related notes and our report dated March 11, 2020 expressed an unqualified opinion thereon. Basis for Opinion The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Minneapolis, Minnesota March 11, 2020 33 TARGET CORPORATION 2019 Form 10-K FINANCIAL STATEMENTS Table of Contents Index to Financial Statements Consolidated Statements of Operations (millions, except per share data) Sales Other revenue Total revenue Cost of sales Selling, general and administrative expenses Depreciation and amortization (exclusive of depreciation included in cost of sales) Operating income Net interest expense Net other (income) / expense Earnings from continuing operations before income taxes Provision for income taxes Net earnings from continuing operations Discontinued operations, net of tax Net earnings Basic earnings per share Continuing operations Discontinued operations Net earnings per share Diluted earnings per share Continuing operations Discontinued operations Net earnings per share Weighted average common shares outstanding Basic Diluted Antidilutive shares Note: Per share amounts may not foot due to rounding. See accompanying Notes to Consolidated Financial Statements. 2019 2018 2017 $ 77,130 $ 74,433 $ 71,786 982 78,112 54,864 16,233 2,357 4,658 477 (9) 4,190 921 3,269 12 923 75,356 53,299 15,723 2,224 4,110 461 (27) 3,676 746 2,930 7 928 72,714 51,125 15,140 2,225 4,224 653 (59) 3,630 722 2,908 6 $ $ $ $ $ 3,281 $ 2,937 $ 2,914 6.39 $ 0.02 6.42 $ 6.34 $ 0.02 6.36 $ 5.54 $ 0.01 5.55 $ 5.50 $ 0.01 5.51 $ 510.9 515.6 — 528.6 533.2 — 5.32 0.01 5.32 5.29 0.01 5.29 546.8 550.3 4.1 TARGET CORPORATION 2019 Form 10-K 34 FINANCIAL STATEMENTS Table of Contents Index to Financial Statements Consolidated Statements of Comprehensive Income (millions) Net earnings Other comprehensive (loss) / income, net of tax Pension and other benefit liabilities, net of tax Currency translation adjustment and cash flow hedges, net of tax Other comprehensive (loss) / income Comprehensive income See accompanying Notes to Consolidated Financial Statements. 2019 2018 $ 3,281 $ 2,937 $ 2017 2,914 (65) 2 (63) (52) (6) (58) 2 6 8 $ 3,218 $ 2,879 $ 2,922 35 TARGET CORPORATION 2019 Form 10-K Consolidated Statements of Financial Position FINANCIAL STATEMENTS Table of Contents Index to Financial Statements (millions, except footnotes) Assets Cash and cash equivalents Inventory Other current assets Total current assets Property and equipment Land Buildings and improvements Fixtures and equipment Computer hardware and software Construction-in-progress Accumulated depreciation Property and equipment, net Operating lease assets Other noncurrent assets Total assets Liabilities and shareholders' investment Accounts payable Accrued and other current liabilities Current portion of long-term debt and other borrowings Total current liabilities Long-term debt and other borrowings Noncurrent operating lease liabilities Deferred income taxes Other noncurrent liabilities Total noncurrent liabilities Shareholders' investment Common stock Additional paid-in capital Retained earnings Accumulated other comprehensive loss Total shareholders' investment February 1, 2020 February 2, 2019 $ 2,577 $ 8,992 1,333 12,902 6,036 30,603 6,083 2,692 533 (19,664) 26,283 2,236 1,358 1,556 9,497 1,466 12,519 6,064 29,240 5,912 2,544 460 (18,687) 25,533 1,965 1,273 42,779 $ 41,290 $ $ 9,920 $ 4,406 161 14,487 11,338 2,275 1,122 1,724 16,459 42 6,226 6,433 (868) 11,833 9,761 4,201 1,052 15,014 10,223 2,004 972 1,780 14,979 43 6,042 6,017 (805) 11,297 41,290 Total liabilities and shareholders' investment $ 42,779 $ Common Stock Authorized 6,000,000,000 shares, $0.0833 par value; 504,198,962 shares issued and outstanding as of February 1, 2020; 517,761,600 shares issued and outstanding as of February 2, 2019. Preferred Stock Authorized 5,000,000 shares, $0.01 par value; no shares were issued or outstanding during any period presented. See accompanying Notes to Consolidated Financial Statements. TARGET CORPORATION 2019 Form 10-K 36 FINANCIAL STATEMENTS Table of Contents Index to Financial Statements Consolidated Statements of Cash Flows (millions) Operating activities Net earnings Earnings from discontinued operations, net of tax Net earnings from continuing operations Adjustments to reconcile net earnings to cash provided by operations: Depreciation and amortization Share-based compensation expense Deferred income taxes Loss on debt extinguishment Noncash losses / (gains) and other, net Changes in operating accounts: Inventory Other assets Accounts payable Accrued and other liabilities Cash provided by operating activities—continuing operations Cash provided by operating activities—discontinued operations Cash provided by operations Investing activities Expenditures for property and equipment Proceeds from disposal of property and equipment Cash paid for acquisitions, net of cash assumed Other investments Cash required for investing activities Financing activities Additions to long-term debt Reductions of long-term debt Dividends paid Repurchase of stock Stock option exercises Cash required for financing activities Net (decrease) / increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Supplemental information Interest paid, net of capitalized interest Income taxes paid Leased assets obtained in exchange for new finance lease liabilities Leased assets obtained in exchange for new operating lease liabilities See accompanying Notes to Consolidated Financial Statements. 2019 2018 2017 $ 3,281 $ 2,937 $ 12 3,269 7 2,930 2,604 2,474 147 178 10 29 505 18 140 199 7,099 18 7,117 132 322 — 95 (900) (299) 1,127 89 5,970 3 5,973 2,914 6 2,908 2,476 112 (188) 123 208 (348) (156) 1,307 419 6,861 74 6,935 (3,027) (3,516) (2,533) 63 — 20 85 — 15 31 (518) (55) (2,944) (3,416) (3,075) 1,739 (2,069) (1,330) (1,565) 73 (3,152) 1,021 1,556 — (281) (1,335) (2,124) 96 (3,644) (1,087) 2,643 $ $ 2,577 $ 1,556 $ 492 $ 476 $ 696 379 464 373 130 246 739 (2,192) (1,338) (1,046) 108 (3,729) 131 2,512 2,643 678 934 139 212 37 TARGET CORPORATION 2019 Form 10-K Consolidated Statements of Shareholders' Investment FINANCIAL STATEMENTS Table of Contents Index to Financial Statements (millions) January 28, 2017 Net earnings Other comprehensive income Dividends declared Repurchase of stock Stock options and awards Reclassification of tax effects to retained earnings February 3, 2018 Net earnings Other comprehensive loss Dividends declared Repurchase of stock Stock options and awards February 2, 2019 Net earnings Other comprehensive loss Dividends declared Repurchase of stock Stock options and awards February 1, 2020 Common Stock Shares Stock Par Value Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive (Loss) / Income Total 556.2 $ 46 $ 5,661 $ 5,846 $ (638) $ 10,915 — — — (17.6) 3.1 — — — — (1) — — — — — — 197 — 2,914 — (1,356) (1,026) — 117 541.7 $ 45 $ 5,858 $ 6,495 $ — — — (27.2) 3.3 — — — (2) — — — — — 184 2,937 — (1,347) (2,068) — — 8 2,914 8 — (1,356) — (1,027) — 197 (117) — (747) $ 11,651 — (58) 2,937 (58) — (1,347) — (2,070) — 184 517.8 $ 43 $ 6,042 $ 6,017 $ (805) $ 11,297 — — — (16.0) 2.4 — — — (1) — — — — — 184 3,281 — (1,345) (1,520) — — (63) 3,281 (63) — (1,345) — (1,521) — 184 504.2 $ 42 $ 6,226 $ 6,433 $ (868) $ 11,833 We declared $2.62, $2.54, and $2.46 dividends per share for the twelve months ended February 1, 2020, February 2, 2019, and February 3, 2018, respectively. See accompanying Notes to Consolidated Financial Statements. TARGET CORPORATION 2019 Form 10-K 38 Notes to Consolidated Financial Statements 1. Summary of Accounting Policies FINANCIAL STATEMENTS NOTES Table of Contents Index to Financial Statements Organization We are a general merchandise retailer selling products to our guests through our stores and digital channels. We operate as a single segment that includes all of our continuing operations, which are designed to enable guests to purchase products seamlessly in stores or through our digital channels. Nearly all of our revenues are generated in the United States (U.S.). The vast majority of our long-lived assets are located within the U.S. Consolidation The consolidated financial statements include the balances of Target and its subsidiaries after elimination of intercompany balances and transactions. All material subsidiaries are wholly owned. We consolidate variable interest entities where it has been determined that Target is the primary beneficiary of those entities' operations. Use of estimates The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions affecting reported amounts in the consolidated financial statements and accompanying notes. Actual results may differ significantly from those estimates. Fiscal year Our fiscal year ends on the Saturday nearest January 31. Unless otherwise stated, references to years in this report relate to fiscal years, rather than to calendar years. Fiscal 2019 and 2018 ended February 1, 2020, and February 2, 2019, respectively, and consisted of 52 weeks. Fiscal 2017 ended February 3, 2018, and consisted of 53 weeks. Fiscal 2020 will end January 30, 2021, and will consist of 52 weeks. Accounting policies Our accounting policies are disclosed in the applicable Notes to the Consolidated Financial Statements. Certain prior-year amounts have been reclassified to conform to the current year presentation. 39 TARGET CORPORATION 2019 Form 10-K 2. Revenues FINANCIAL STATEMENTS NOTES Table of Contents Index to Financial Statements General merchandise sales represent the vast majority of our revenues. We also earn revenues from a variety of other sources, most notably credit card profit sharing income from our arrangement with TD Bank Group (TD). Revenues (millions) Apparel and accessories (a)(f) Beauty and household essentials (b)(f) Food and beverage (c) Hardlines (d) Home furnishings and décor (e) Other Sales Credit card profit sharing Other Other revenue 2019 2018 $ 14,304 $ 13,434 $ 20,616 15,039 12,595 14,430 146 77,130 680 302 982 19,296 14,585 12,709 14,298 111 74,433 673 250 923 2017 13,323 18,364 14,256 12,062 13,672 109 71,786 694 234 928 Total revenue $ 78,112 $ 75,356 $ 72,714 (a) (b) (c) (d) (e) (f) toddlers, for women, men, boys, girls, infants and newborns, as well as jewelry, Includes apparel accessories, and shoes. Includes beauty and personal care, baby gear, cleaning, paper products, and pet supplies. Includes dry grocery, dairy, frozen food, beverages, candy, snacks, deli, bakery, meat, produce, and food service in our stores. Includes electronics (including video game hardware and software), toys, entertainment, sporting goods, and luggage. Includes furniture, lighting, storage, kitchenware, small appliances, home décor, bed and bath, home improvement, school/office supplies, greeting cards and party supplies, and other seasonal merchandise. We reclassified certain baby gear sales totaling $1,570 million and $1,339 million for the fiscal years ended February 2, 2019, and February 3, 2018, respectively, from Apparel and Accessories to Beauty and Household Essentials. Merchandise sales – We record almost all retail store revenues at the point of sale. Digitally originated sales may include shipping revenue and are recorded upon delivery to the guest or upon guest pickup at the store. Total revenues do not include sales tax because we are a pass-through conduit for collecting and remitting sales taxes. Generally, guests may return national brand merchandise within 90 days of purchase and owned and exclusive brands within one year of purchase. Sales are recognized net of expected returns, which we estimate using historical return patterns and our expectation of future returns. As of February 1, 2020, February 2, 2019, and February 3, 2018, the liability for estimated returns was $117 million, $116 million, and $110 million, respectively. We have not historically had material adjustments to our returns estimates. We routinely enter into arrangements with vendors whereby we do not purchase or pay for merchandise until the merchandise is ultimately sold to a guest. Under the vast majority of these arrangements, which represent less than 5 percent of consolidated sales, we record revenue and related costs gross. We concluded that we are the principal in these transactions for a number of reasons, most notably because we 1) control the overall economics of the transactions, including setting the sales price and realizing the majority of cash flows from the sale, 2) control the relationship with the customer, and 3) are responsible for fulfilling the promise to provide goods to the customer. Merchandise received under these arrangements is not included in Inventory because the purchase and sale of this inventory are virtually simultaneous. TARGET CORPORATION 2019 Form 10-K 40 FINANCIAL STATEMENTS Table of Contents Index to Financial Statements NOTES Revenue from Target gift card sales is recognized upon gift card redemption, which is typically within one year of issuance. Our gift cards do not expire. Based on historical redemption rates, a small and relatively stable percentage of gift cards will never be redeemed, referred to as "breakage." Estimated breakage revenue is recognized over time in proportion to actual gift card redemptions. Gift Card Liability Activity (millions) Gift card liability (a) (a) (b) Included in Accrued and Other Current Liabilities. Net of estimated breakage. Gift Cards Issued During Current Period But Not Redeemed (b) Revenue Recognized From Beginning Liability February 2, 2019 February 1, 2020 $ 840 $ 719 $ (624) $ 935 Guests receive a 5 percent discount on nearly all purchases and receive free shipping at Target.com when they use their Target Debit Card, Target Credit Card, or Target MasterCard (RedCards). The discount is included as a sales reduction and was $962 million, $953 million, and $933 million in 2019, 2018, and 2017, respectively. Target Circle program members earn 1 percent rewards on nearly all non-RedCard purchases. Revenue related to reward redemptions and deferred revenue under this loyalty program were immaterial to our Consolidated Financial Statements for the year ended February 1, 2020. Credit card profit sharing – We receive payments under a credit card program agreement with TD. Under the agreement, we receive a percentage of the profits generated by the Target Credit Card and Target MasterCard receivables in exchange for performing account servicing and primary marketing functions. TD underwrites, funds, and owns Target Credit Card and Target MasterCard receivables, controls risk management policies, and oversees regulatory compliance. Other – Includes rental income, advertising, membership fees, and other miscellaneous revenues, none of which are individually significant. 3. Cost of Sales and Selling, General and Administrative Expenses The following table illustrates the primary items classified in each major expense category: Cost of Sales Total cost of products sold including • Freight expenses associated with moving merchandise from our vendors to and between our distribution centers and our retail stores • Vendor income that is not reimbursement of specific, incremental, and identifiable costs Inventory shrink Markdowns Outbound shipping and handling expenses associated with sales to our guests Payment term cash discounts Distribution center costs, including compensation and benefits costs and depreciation Compensation and benefit costs associated with shipment of merchandise from stores Import costs Selling, General and Administrative Expenses Compensation and benefit costs for stores and headquarters, except ship from store costs classified as cost of sales Occupancy and operating costs of retail and headquarters facilities Advertising, offset by vendor income that is a reimbursement of specific, incremental, and identifiable costs Pre-opening and exit costs of stores and other facilities Credit cards servicing expenses Costs associated with accepting 3rd party bank issued payment cards Litigation and defense costs and related insurance recovery Other administrative costs Note: The classification of these expenses varies across the retail industry. 41 TARGET CORPORATION 2019 Form 10-K 4. Consideration Received from Vendors FINANCIAL STATEMENTS NOTES Table of Contents Index to Financial Statements We receive consideration for a variety of vendor-sponsored programs, such as volume rebates, markdown allowances, promotions, and advertising allowances and for our compliance programs, referred to as "vendor income." Additionally, under our compliance programs, vendors are charged for merchandise shipments that do not meet our requirements (violations), such as late or incomplete shipments. Substantially all vendor income is recorded as a reduction of Cost of Sales. We establish a receivable for vendor income that is earned but not yet received. Based on historical trending and data, this receivable is computed by forecasting vendor income collections, and estimating the amount earned. The majority of the year-end vendor income receivables are collected within the following fiscal quarter, and we do not the assumptions used in our estimate will change significantly. believe there is a reasonable likelihood that Historically, adjustments to our vendor income receivable have not been material. 5. Advertising Costs Advertising costs, which primarily consist of newspaper circulars, digital advertisements, and media broadcast, are generally expensed at first showing or distribution of the advertisement. Advertising Costs (millions) Gross advertising costs Vendor income Net advertising costs 6. Fair Value Measurements 2019 1,647 $ — 1,647 $ 2018 1,494 $ — 1,494 $ 2017 1,476 (19) 1,457 $ $ Fair value measurements are reported in one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data). Fair Value Measurements - Recurring Basis (millions) Assets Short-term investments (a) Prepaid forward contracts (b) Interest rate swaps (c) Liabilities Classification Other Current Assets Other Noncurrent Assets Interest rate swaps (c) Other Current Liabilities Fair Value as of Pricing Category February 1, 2020 February 2, 2019 Level 1 Level 2 Level 2 23 137 — 769 19 10 3 Cash and Cash Equivalents Level 1 $ 1,810 $ (a) (b) (c) Carrying value approximates fair value because maturities are less than three months. Initially valued at transaction price. Subsequently valued by reference to the market price of Target common stock. Valuations are based on observable inputs to the valuation model (e.g., interest rates and credit spreads). See Note 16 for additional information on interest rate swaps. We recorded a $41 million pretax impairment charge within Net Other (Income) / Expense related to our investment in Casper Sleep Inc. for which we determined the fair value had declined to $39 million as of February 1, 2020. TARGET CORPORATION 2019 Form 10-K 42 Significant Financial Instruments not Measured at Fair Value (a) FINANCIAL STATEMENTS NOTES Table of Contents Index to Financial Statements As of February 1, 2020 Fair Value Carrying Amount As of February 2, 2019 Fair Value Carrying Amount $ 9,992 $ 11,864 $ 10,247 $ 10,808 (millions) Long-term debt, including current portion (b) (a) (b) 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. The fair value of debt is generally measured using a discounted cash flow analysis based on current market interest rates for the same or similar types of financial instruments and would be classified as Level 2. These amounts exclude commercial paper, unamortized swap valuation adjustments, and lease liabilities. 7. Cash and Cash Equivalents Cash equivalents include highly liquid investments with an original maturity of three months or less from the time of purchase. Cash equivalents also include amounts due from third-party financial institutions for credit and debit card transactions. These receivables typically settle in five days or less. Cash and Cash Equivalents (millions) Cash Short-term investments Receivables from third-party financial institutions for credit and debit card transactions Cash and cash equivalents (a) (a) We have access to these funds without any significant restrictions, taxes or penalties. February 1, 2020 326 $ $ 1,810 441 February 2, 2019 359 769 428 $ 2,577 $ 1,556 As of February 1, 2020 and February 2, 2019, we reclassified book overdrafts of $209 million and $242 million, respectively, to Accounts Payable and $23 million and $25 million, respectively, to Accrued and Other Current Liabilities. 8. Inventory The vast majority of our inventory is accounted for under the retail inventory accounting method (RIM) using the last-in, first-out (LIFO) method. Inventory is stated at the lower of LIFO cost or market. Inventory cost includes the amount we pay to our suppliers to acquire inventory, freight costs incurred to deliver product to our distribution centers and stores, and import costs, reduced by vendor income and cash discounts. Distribution center operating costs, including compensation and benefits, are expensed in the period incurred. Inventory is also reduced for estimated losses related to shrink and markdowns. The LIFO provision is calculated based on inventory levels, markup rates, and internally measured retail price indices. Under RIM, inventory cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the inventory retail value. RIM is an averaging method that has been widely used in the retail industry due to its practicality. The use of RIM will result in inventory being valued at the lower of cost or market because permanent markdowns are taken as a reduction of the retail value of inventory. 9. Other Current Assets Other Current Assets (millions) Income tax and other receivables Vendor income receivable Prepaid expenses Other Total February 1, 2020 February 2, 2019 498 $ 464 154 217 632 468 157 209 1,333 $ 1,466 $ $ 43 TARGET CORPORATION 2019 Form 10-K 10. Property and Equipment FINANCIAL STATEMENTS NOTES Table of Contents Index to Financial Statements Property and equipment, including assets acquired under finance leases, is depreciated using the straight-line method over estimated useful lives or lease terms if shorter. We amortize leasehold improvements purchased after the beginning of the initial lease term over the shorter of the assets' useful lives or a term that includes the original lease term, plus any renewals that are reasonably certain at the date the leasehold improvements are acquired. Depreciation expense for 2019, 2018, and 2017 was $2,591 million, $2,460 million, and $2,462 million, respectively, including depreciation expense included in Cost of Sales. For income tax purposes, accelerated depreciation methods are generally used. Repair and maintenance costs are expensed as incurred. Facility pre-opening costs, including supplies and payroll, are expensed as incurred. Estimated Useful Lives Buildings and improvements Fixtures and equipment Computer hardware and software Life (Years) 8-39 2-15 2-7 We review long-lived assets for impairment when store performance expectations, events, or changes in circumstances—such as a decision to relocate or close a store or distribution center, discontinue a project, or make significant software changes—indicate that the asset's carrying value may not be recoverable. We recognized impairment losses of $23 million, $92 million, and $91 million during 2019, 2018, and 2017, respectively. The impairment losses primarily resulted from store impairments and planned or completed store closures, and for 2017, also included supply chain changes. For asset groups classified as held for sale, measurement of an impairment loss is based on the excess of the carrying amount of the asset group over its fair value. We estimate fair value by obtaining market appraisals, obtaining valuations from third-party brokers, or using other valuation techniques. Impairments are recorded in Selling, General and Administrative Expenses. 11. Other Noncurrent Assets Other Noncurrent Assets (millions) Goodwill and intangible assets Company-owned life insurance investments, net of loans Other Total 12. Goodwill and Intangible Assets February 1, 2020 February 2, 2019 686 $ 418 254 699 380 194 1,358 $ 1,273 $ $ Goodwill totaled $633 million as of February 1, 2020 and February 2, 2019. No impairments were recorded in 2019, 2018, or 2017 as a result of the annual goodwill impairment tests performed. Intangible assets, net of accumulated amortization, totaled $53 million and $66 million as of February 1, 2020, and February 2, 2019, respectively, primarily related to trademarks and customer relationships. We use both accelerated and straight-line methods to amortize definite-lived intangible assets over 4 to 15 years. The weighted average life of intangible assets was 8 years as of February 1, 2020. Amortization expense was $13 million, $14 million, and $14 million in 2019, 2018, and 2017, respectively, and is estimated to be less than $15 million annually through 2024. TARGET CORPORATION 2019 Form 10-K 44 13. Accrued and Other Current Liabilities Accrued and Other Current Liabilities (millions) Wages and benefits Gift card liability, net of estimated breakage Real estate, sales, and other taxes payable Dividends payable Current portion of operating lease liabilities Workers' compensation and general liability (a) Interest payable Other Total (a) FINANCIAL STATEMENTS NOTES Table of Contents Index to Financial Statements February 1, 2020 February 2, 2019 $ 1,158 $ 1,229 935 601 333 200 155 69 955 840 601 331 166 142 62 830 $ 4,406 $ 4,201 We retain a substantial portion of the risk related to general liability and workers' compensation claims. We estimate our ultimate cost based on analysis of historical data and actuarial estimates. General liability and workers' compensation liabilities are recorded at our estimate of their net present value. 14. Commitments and Contingencies Contingencies We are exposed to claims and litigation arising in the ordinary course of business and use various methods to resolve these matters in a manner that we believe serves the best interest of our shareholders and other constituents. When a loss is probable, we record an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, we record the lowest amount in the estimated range of loss and, if material, disclose the estimated range of loss. We do not record liabilities for reasonably possible loss contingencies, but do disclose a range of reasonably possible losses if they are material and we are able to estimate such a range. If we cannot provide a range of reasonably possible losses, we explain the factors that prevent us from determining such a range. Historically, adjustments to our estimates have not been material. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable liabilities. We do not believe that any of these identified claims or litigation will be material to our results of operations, cash flows, or financial condition. Commitments royalties, equipment purchases, marketing-related Purchase obligations, which include all legally binding contracts such as firm commitments for inventory purchases, merchandise acquisition/license commitments, and service contracts, were $676 million and $992 million as of February 1, 2020 and February 2, 2019, respectively. These purchase obligations are primarily due within three years and recorded as liabilities when goods are received or services rendered. Real estate obligations, which include legally binding minimum lease payments for leases signed but not yet commenced, and commitments for the purchase, construction, or remodeling of real estate and facilities, were $1,403 million and $1,134 million as of February 1, 2020 and February 2, 2019, respectively. Over half of these real estate obligations are due within five years, a portion of which are recorded as liabilities. contracts, software We issue letters of credit and surety bonds in the ordinary course of business. Trade letters of credit totaled $1,544 million and $1,746 million as of February 1, 2020 and February 2, 2019, respectively, a portion of which are reflected in accounts payable. Standby letters of credit and surety bonds, relating primarily to insurance and regulatory requirements, totaled $468 million and $403 million as of February 1, 2020 and February 2, 2019, respectively. 45 TARGET CORPORATION 2019 Form 10-K 15. Commercial Paper and Long-Term Debt As of February 1, 2020, the carrying value and maturities of our debt portfolio were as follows: FINANCIAL STATEMENTS NOTES Table of Contents Index to Financial Statements Debt Maturities (dollars in millions) Due 2020-2024 Due 2025-2029 Due 2030-2034 Due 2035-2039 Due 2040-2044 Due 2045-2049 Total notes and debentures Swap valuation adjustments Finance lease liabilities Less: Amounts due within one year Long-term debt and other borrowings February 1, 2020 Rate (a) Balance 3.8 % $ 3.3 4.2 6.8 4.0 3.7 4.1 2,205 2,180 1,305 1,109 1,466 1,727 9,992 137 1,370 (161) $ 11,338 (a) Reflects the dollar weighted average stated interest rate as of year-end. Required Principal Payments (millions) Total required principal payments 2020 2021 2022 2023 $ 94 $ 1,056 $ 63 $ — $ 2024 1,000 In January 2020, we issued $750 million of 10-year unsecured fixed rate debt at 2.350 percent, and separately, we redeemed $1,000 million of 3.875 percent unsecured fixed rate debt before its maturity. We recognized a loss on early retirement of approximately $10 million, which was recorded in Net Interest Expense. In March 2019, we issued $1,000 million of 10-year unsecured fixed rate debt at 3.375 percent, and in June 2019, we repaid $1,000 million of 2.3 percent unsecured fixed rate debt at maturity. In October 2017, we issued $750 million of 30-year unsecured fixed rate debt at 3.9 percent. In addition to debt repaid at its maturity during 2017, during October 2017, we redeemed $344 million of debt before its maturity at a value of $463 million. We recognized a loss on early retirement of approximately $123 million, which was recorded in Net Interest Expense. We obtain short-term financing from time to time under our commercial paper program. Commercial Paper (dollars in millions) 2019 2018 2017 Maximum daily amount outstanding during the year $ 744 $ 658 $ Average amount outstanding during the year Amount outstanding at year-end Weighted average interest rate 41 — 63 — 2.36 % 2.00 % — % — — — We have a committed $2.5 billion revolving credit outstanding under our credit facility at any time during 2019, 2018, or 2017. facility that expires in October 2023. No balances were Substantially all of our outstanding borrowings are senior, unsecured obligations. Most of our long-term debt obligations contain covenants related to secured debt levels. In addition to a secured debt level covenant, our credit facility also contains a debt leverage covenant. We are, and expect to remain, in compliance with these covenants, which have no practical effect on our ability to pay dividends. TARGET CORPORATION 2019 Form 10-K 46 16. Derivative Financial Instruments FINANCIAL STATEMENTS NOTES Table of Contents Index to Financial Statements Our derivative instruments consist of interest rate swaps used to mitigate interest rate risk. As a result, we have counterparty credit exposure to large global financial institutions, which we monitor on an ongoing basis. Note 6 provides the fair value and classification of these instruments. During 2019, we entered into interest rate swaps with a total notional amount of $1,000 million. Under the swap agreements, we pay a floating rate equal to 1-month London Interbank Offered Rate (LIBOR) and receive a weighted average fixed rate of 2.5 percent. The agreements have a weighted average remaining maturity of 9.2 years. Under the two previously existing swap agreements, each with a notional of $250 million, which mature during 2024 and 2026, respectively, we pay a floating rate equal to 1-month LIBOR and receive a weighted average fixed rate of 2.9 percent. As of February 1, 2020 and February 2, 2019, interest rate swaps with notional amounts totaling $1,500 million were designated as fair value hedges, and all were perfectly effective during 2019 and 2018. Effect of Hedges on Debt (millions) Current portion of long-term debt and other borrowings Carrying amount of hedged debt Cumulative hedging adjustments, included in carrying amount Long-term debt and other borrowings Carrying amount of hedged debt Cumulative hedging adjustments, included in carrying amount Effect of Hedges on Net Interest Expense (millions) Gain (loss) on fair value hedges recognized in Net Interest Expense Interest rate swap designated as fair value hedges Hedged debt Total 17. Leases February 1, 2020 February 2, 2019 $ — $ — 1,630 137 996 (3) 508 10 2019 2018 2017 $ $ 130 $ (130) — $ 13 $ (13) — $ (10) 10 — We lease certain retail stores, warehouses, distribution centers, office space, land, and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. We combine lease and nonlease components for new and reassessed leases. Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 50 years or more. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Certain of our lease agreements include rental payments based on a percentage of retail sales over contractual levels and others include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. We rent or sublease certain real estate to third parties. Our lease and sublease portfolio consists mainly of operating leases with CVS Pharmacy Inc. (CVS) for space within our stores. 47 TARGET CORPORATION 2019 Form 10-K 166 53 2,004 968 3,191 2017 221 63 42 (9) Leases (millions) Assets Operating Finance Total leased assets Liabilities Current Operating Finance Noncurrent Operating Finance FINANCIAL STATEMENTS NOTES Classification Operating Lease Assets Buildings and Improvements, net of Accumulated Depreciation (a) Accrued and Other Current Liabilities Current Portion of Long-term Debt and Other Borrowings Noncurrent Operating Lease Liabilities Long-term Debt and Other Borrowings $ $ $ Table of Contents Index to Financial Statements February 1, 2020 February 2, 2019 2,236 $ 1,180 1,965 872 3,416 $ 2,837 200 $ 67 2,275 1,303 Total lease liabilities $ 3,845 $ Note: We use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. (a) Finance lease assets are recorded net of accumulated amortization of $441 million and $371 million as of February 1, 2020 and February 2, 2019, respectively. Lease Cost (millions) Operating lease cost (a) Finance lease cost Classification SG&A Expenses 2019 2018 $ 287 $ 251 $ Amortization of leased assets Interest on lease liabilities Depreciation and Amortization (b) Net Interest Expense Sublease income (c) Net lease cost Other Revenue 82 51 (13) 65 42 (11) $ 407 $ 347 $ 317 (a) (b) (c) Includes short-term leases and variable lease costs, which are immaterial. Supply chain-related amounts are included in Cost of Sales. Sublease income excludes rental income from owned properties of $48 million, $47 million, and $47 million for 2019, 2018, and 2017, respectively, which is included in Other Revenue. TARGET CORPORATION 2019 Form 10-K 48 Maturity of Lease Liabilities (millions) 2020 2021 2022 2023 2024 After 2024 Total lease payments Less: Interest Present value of lease liabilities FINANCIAL STATEMENTS NOTES Table of Contents Index to Financial Statements Operating Leases (a) Finance Leases (b) $ 284 $ 121 $ 278 274 270 261 127 127 125 120 1,838 1,270 3,205 $ 1,890 $ 730 520 2,475 $ 1,370 $ $ Total 405 405 401 395 381 3,108 5,095 (a) (b) Operating lease payments include $901 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $275 million of legally binding minimum lease payments for leases signed but not yet commenced. Finance lease payments include $118 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $462 million of legally binding minimum lease payments for leases signed but not yet commenced. Lease Term and Discount Rate Weighted average remaining lease term (years) Operating leases Finance leases Weighted average discount rate Operating leases Finance leases Other Information (millions) February 1, 2020 February 2, 2019 13.2 15.4 14.2 15.4 3.71 % 4.23 % 3.91 % 4.64 % 2019 2018 2017 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 254 $ 231 $ Operating cash flows from finance leases Financing cash flows from finance leases 49 57 45 80 198 42 45 49 TARGET CORPORATION 2019 Form 10-K 18. Income Taxes FINANCIAL STATEMENTS NOTES Table of Contents Index to Financial Statements Earnings from continuing operations before income taxes were $4,190 million, $3,676 million, and $3,630 million during 2019, 2018, and 2017, respectively, including $653 million, $565 million, and $566 million earned by our foreign entities subject to tax outside of the U.S. During 2019, we reached an agreement with the IRS on certain tax positions related to our global sourcing operations, and as a result, we reclassified $169 million and $156 million of previously disclosed 2018 and 2017 earnings, respectively, from foreign to domestic to conform to the current period classification. Tax Rate Reconciliation – Continuing Operations Federal statutory rate State income taxes, net of the federal tax benefit International Tax Act (a) Excess tax benefit related to share-based payments Federal tax credits Other Effective tax rate 2019 21.0 % 2018 21.0 % 2017 33.7 % 3.7 (1.4) — (0.4) (0.8) (0.1) 3.6 (1.3) (1.0) (0.3) (1.1) (0.6) 2.2 (4.6) (9.5) (0.1) (0.8) (1.0) 22.0 % 20.3 % 19.9 % (a) Represents the discrete benefit of remeasuring our net deferred tax liabilities at the new lower U.S. corporate income tax rate. Provision for Income Taxes (millions) Current: Federal State International Total current Deferred: Federal State International Total deferred Total provision 2019 2018 2017 $ 536 $ 257 $ 169 38 743 150 29 (1) 178 921 $ 116 51 424 263 57 2 322 746 $ $ 746 105 59 910 (229) 27 14 (188) 722 In December 2017, the U.S. government enacted the Tax Cuts and Jobs Act tax reform legislation (the Tax Act), which among other matters reduced the U.S. corporate income tax rate from 35 percent to 21 percent effective January 1, 2018. In 2017, we recorded a provisional $343 million net tax benefit primarily related to the remeasurement of certain deferred tax assets and liabilities, including $372 million of benefit from the new lower rate, partially offset by $29 million of deferred income tax expense from our foreign operations. During 2018, we completed our Tax Act accounting and recorded adjustments to previously-recorded provisional amounts, resulting in a $36 million tax benefit primarily related to the remeasurement of deferred tax assets and liabilities. Beginning with 2018, we are subject to a new tax on global intangible low-taxed income that is imposed on foreign earnings. We have made an accounting election to record this tax as a period cost and thus have not adjusted any of the deferred tax assets or liabilities of our foreign subsidiaries for the new tax. Net impacts of this new tax were immaterial and are included in our provision for income taxes for 2019 and 2018. TARGET CORPORATION 2019 Form 10-K 50 FINANCIAL STATEMENTS NOTES Net Deferred Tax Asset / (Liability) (millions) Gross deferred tax assets: Accrued and deferred compensation Accruals and reserves not currently deductible Self-insured benefits Deferred occupancy income Lease liabilities Other Total gross deferred tax assets Gross deferred tax liabilities: Property and equipment Leased assets Inventory Other Total gross deferred tax liabilities Total net deferred tax liability Table of Contents Index to Financial Statements February 1, 2020 February 2, 2019 $ 264 $ 169 124 148 1,000 58 1,763 248 181 114 157 823 40 1,563 (1,767) (1,557) (880) (156) (74) (2,877) $ (1,114) $ (731) (140) (95) (2,523) (960) Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates in effect for the year the temporary differences are expected to be recovered or settled. Tax rate changes affecting deferred tax assets and liabilities are recognized at the enactment date. We recognized a net tax benefit of $36 million and $372 million in 2018 and 2017, respectively, primarily because we remeasured our net deferred tax liabilities using the new lower U.S. corporate tax rate. Beginning in 2017, due to changes effected by the Tax Act and other reasons, we have not asserted indefinite reinvestment in our foreign operations. Because of this change, we recorded a deferred tax charge of $29 million during 2017. We file a U.S. federal income tax return and income tax returns in various states and foreign jurisdictions. The U.S. Internal Revenue Service (IRS) has completed exams on the U.S. federal income tax returns for years 2017 and prior. With few exceptions, we are no longer subject to state and local or non-U.S. income tax examinations by tax authorities for years before 2013. Reconciliation of Liability for Unrecognized Tax Benefits (millions) 2019 2018 2017 Balance at beginning of period $ 300 $ 325 $ Additions based on tax positions related to the current year Additions for tax positions of prior years Reductions for tax positions of prior years Settlements Balance at end of period 28 13 (69) (112) 58 10 (91) (2) $ 160 $ 300 $ 153 112 142 (71) (11) 325 As a result of the 2019 agreement with the IRS on certain tax positions related to our global sourcing operations, we reclassified $149 million of our liability for unrecognized tax benefits to taxes payable. This settlement had an insignificant effect on 2019 income tax expense. 51 TARGET CORPORATION 2019 Form 10-K FINANCIAL STATEMENTS Table of Contents Index to Financial Statements NOTES If we were to prevail on all unrecognized tax benefits recorded, $113 million of the $160 million reserve would benefit the effective tax rate. In addition, the reversal of accrued penalties and interest would also benefit the effective tax rate. Interest and penalties associated with unrecognized tax benefits are recorded within income tax expense. During the years ended February 1, 2020, February 2, 2019, and February 3, 2018, we recorded an expense / (benefit) from accrued penalties and interest of $(2) million, $3 million, and $(12) million, respectively. As of February 1, 2020, February 2, 2019, and February 3, 2018 total accrued interest and penalties were $27 million, $32 million, and $29 million, respectively. It is reasonably possible that the amount of the unrecognized tax benefits with respect to our other unrecognized tax positions will increase or decrease during the next twelve months; however, an estimate of the amount or range of the change cannot be made at this time. 19. Other Noncurrent Liabilities Other Noncurrent Liabilities (millions) Deferred occupancy income (a) Deferred compensation Workers' compensation and general liability Income tax Pension benefits Other Total (a) To be amortized evenly through 2038. 20. Share Repurchase February 1, 2020 February 2, 2019 $ 539 $ 493 310 180 107 95 570 472 281 312 40 105 $ 1,724 $ 1,780 We periodically repurchase shares of our common stock under a board-authorized repurchase program through a combination of open market transactions, accelerated share repurchase (ASR) arrangements, and other privately negotiated transactions with financial institutions. In an ASR arrangement, in exchange for an up-front payment, we receive an initial delivery of shares of our common stock and at settlement may receive additional shares, cash, or a combination of both. The total number of shares ultimately repurchased and, therefore, the average repurchase price paid per share, is determined upon settlement of the ASR based on the volume-weighted average price of our common stock during the term of the contract, less an agreed-upon discount. We retire shares in the period they are received and account for the up- front payment as a reduction to Shareholders’ Investment. Share Repurchase Activity (millions, except per share data) Total number of shares purchased Average price paid per share Total investment 21. Share-Based Compensation 2019 16.0 95.07 $ 1,518 $ 2018 27.2 75.88 $ 2,067 $ 2017 17.6 58.44 1,026 $ $ We maintain a long-term incentive plan (the Plan) for key team members and non-employee members of our Board of Directors. The Plan allows us to grant equity-based compensation awards, including stock options, stock appreciation rights, performance share units, restricted stock units, restricted stock awards, or a combination of awards (collectively, share-based awards). The number of unissued common shares reserved for future grants under the Plan was 16.9 million as of February 1, 2020. TARGET CORPORATION 2019 Form 10-K 52 FINANCIAL STATEMENTS Table of Contents Index to Financial Statements NOTES Compensation expense associated with share-based awards is recognized on a straight-line basis over the required service period and reflects estimated forfeitures. Share-based compensation expense recognized in Selling, General and Administrative Expenses was $152 million, $134 million, and $115 million in 2019, 2018, and 2017, respectively. The related income tax benefit was $27 million, $26 million, and $26 million in 2019, 2018, and 2017, respectively. Restricted Stock Units We issue restricted stock units and performance-based restricted stock units generally with 3-year cliff or 4-year graduated vesting from the grant date (collectively restricted stock units) to certain team members. The final number of shares issued under performance-based restricted stock units is based on our total shareholder return relative to a retail peer group over a 3-year performance period. We also regularly issue restricted stock units to our Board of Directors, which vest quarterly over a 1-year period and are settled in shares of Target common stock upon departure from the Board. The fair value for restricted stock units is calculated based on the stock price on the date of grant, incorporating an analysis of the total shareholder return performance measure where applicable. The weighted average grant date fair value for restricted stock units was $80.01, $72.65, and $56.19 in 2019, 2018, and 2017, respectively. Restricted Stock Unit Activity Total Nonvested Units February 2, 2019 Granted Forfeited Vested February 1, 2020 Restricted Stock (a) 3,815 $ Grant Date Fair Value (b) 66.86 2,157 (556) (1,100) 4,316 $ 80.01 71.74 66.76 72.93 (a) (b) Represents the number of shares of restricted stock units, in thousands. For performance-based restricted stock units, assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding restricted stock units and performance-based restricted stock units as of February 1, 2020 was 4,278 thousand. Weighted average per unit. The expense recognized each period is partially dependent upon our estimate of the number of shares that will ultimately be issued. As of February 1, 2020, there was $149 million of total unrecognized compensation expense related to restricted stock units, which is expected to be recognized over a weighted average period of 2.5 years. The fair value of restricted stock units vested and converted to shares of Target common stock was $89 million, $119 million, and $87 million in 2019, 2018, and 2017, respectively. Performance Share Units We issue performance share units to certain team members that represent shares potentially issuable in the future. Issuance is based upon our performance, generally relative to a retail peer group, over a 3-year performance period on certain measures primarily including sales growth, after-tax return on invested capital, and EPS growth. The fair value of performance share units is calculated based on the stock price on the date of grant. The weighted average grant date fair value for performance share units was $86.81, $70.94, and $55.93 in 2019, 2018, and 2017, respectively. 53 TARGET CORPORATION 2019 Form 10-K Performance Share Unit Activity FINANCIAL STATEMENTS NOTES Table of Contents Index to Financial Statements Total Nonvested Units February 2, 2019 Granted Forfeited Vested February 1, 2020 Performance Share Units (a) Grant Date Fair Value (b) 67.47 3,623 $ 1,447 (875) (620) 3,575 $ 86.81 66.64 72.32 72.80 (a) (b) Represents the number of performance share units, in thousands. Assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding performance share units as of February 1, 2020 was 1,944 thousand. Weighted average per unit. The expense recognized each period is partially dependent upon our estimate of the number of shares that will ultimately be issued. Future compensation expense for unvested awards could reach a maximum of $158 million assuming payout of all unvested awards. The unrecognized expense is expected to be recognized over a weighted average period of 2.1 years. The fair value of performance share units vested and converted to shares of Target common stock was $50 million in 2019, $43 million in 2018, and $30 million in 2017. Stock Options In May 2017, we granted price-vested stock options (price-vested options) to certain team members, which have met the market condition and will become exercisable in 2020 pending service condition achievement. Shares received upon exercise, net of exercise costs and taxes, are subject to a 1-year post-exercise holding period. The fair value of the price-vested options was estimated using a lattice model. Through 2013, we granted nonqualified stock options to certain team members. All are vested and currently exercisable. Stock Option Activity Stock Options Total Outstanding Number of Options (a) Exercise Price (b) 3,990 $ — (188) (1,324) 2,478 $ 55.49 $ — 55.63 55.03 55.72 $ Intrinsic Value (c) 63 Number of Options (a) Exercisable Exercise Price (b) 2,039 $ 55.38 $ Intrinsic Value (c) 32 136 714 $ 56.02 $ 39 February 2, 2019 Granted Expired/forfeited Exercised/issued February 1, 2020 (a) (b) (c) In thousands. Weighted average per share. Represents stock price appreciation subsequent to the grant date, in millions. Stock Option Exercises (millions) Cash received for exercise price Intrinsic value Income tax benefit $ 2019 73 $ 59 15 2018 96 $ 50 12 2017 109 34 13 As of February 1, 2020, there was $1 million of total unrecognized compensation expense related to price-vested options, which is expected to be recognized over a weighted average period of 0.3 years. The weighted average remaining life of exercisable options is 2.1 years, and the weighted average remaining life of all outstanding options is 3.5 years. No options vested in 2019, 2018 or 2017. TARGET CORPORATION 2019 Form 10-K 54 22. Defined Contribution Plans FINANCIAL STATEMENTS NOTES Table of Contents Index to Financial Statements Team members who meet eligibility requirements can participate in a defined contribution 401(k) plan by investing up to 80 percent of their eligible earnings, as limited by statute or regulation. We match 100 percent of each team member's contribution up to 5 percent of eligible earnings. Company match contributions are made to funds designated by the participant, none of which are based on Target common stock. In addition, we maintain an unfunded, nonqualified deferred compensation plan for a broad management group whose participation in our 401(k) plan is limited by statute or regulation. These team members choose from a menu of crediting rate alternatives that are generally the same as the investment choices in our 401(k) plan, but also includes a fund based on Target common stock. We credit an additional 2 percent per year to the accounts of all active participants, excluding executive officers, in part to recognize the risks inherent to their participation in this plan. We also maintain a frozen, unfunded, nonqualified deferred compensation plan covering approximately 50 participants. Our total liability under these plans was $551 million and $517 million as of February 1, 2020 and February 2, 2019, respectively. We mitigate our risk of offering the nonqualified plans through investing in company-owned life insurance and prepaid forward contracts that substantially offset our economic exposure to the returns of these plans. These investments are general corporate assets and are marked to market with the related gains and losses recognized in the Consolidated Statements of Operations in the period they occur. See Notes 6 and 11 for additional information. Plan Expenses (millions) 401(k) plan matching contributions expense Nonqualified deferred compensation plans Benefits expense Related investment expense (income) Nonqualified plan net expense 23. Pension Plans 2019 2018 237 $ 229 $ 2017 219 80 (53) 18 6 27 $ 24 $ 83 (48) 35 $ $ We have a U.S. qualified defined benefit pension plan covering team members who meet age and service requirements, including date of hire in certain circumstances. Effective January 1, 2009, our qualified defined benefit pension plan was closed to new participants, with limited exceptions. We also have unfunded nonqualified pension plans for team members with qualified plan compensation restrictions, as well as international plans. Eligibility for, and the level of, these benefits varies depending on each team member's date of hire, length of service and/or team member compensation. Funded Status (millions) Projected benefit obligations Fair value of plan assets Funded / (underfunded) status Qualified Plan Nonqualified and International Plans 2019 2018 2019 2018 $ $ 4,492 $ 3,905 $ 4,430 3,915 (62) $ 10 $ 66 $ 11 (55) $ 53 10 (43) Contributions and Estimated Future Benefit Payments Our obligations to plan participants can be met over time through a combination of company contributions to these plans and earnings on plan assets. We are not required to make any contributions to our qualified defined benefit pension plan in 2020. However, depending on investment performance and plan funded status, we may elect to make a contribution. 55 TARGET CORPORATION 2019 Form 10-K Estimated Future Benefit Payments (millions) 2020 2021 2022 2023 2024 2025-2029 Cost of Plans FINANCIAL STATEMENTS NOTES Table of Contents Index to Financial Statements $ Pension Benefits 304 207 216 224 232 1,266 Net Pension Benefits Expense (millions) Service cost benefits earned Classification SG&A Expenses Interest cost on projected benefit obligation Net Other (Income) / Expense Expected return on assets Amortization of losses Amortization of prior service cost Settlement charges Total Assumptions Net Other (Income) / Expense Net Other (Income) / Expense Net Other (Income) / Expense Net Other (Income) / Expense 2019 2018 2017 $ 93 $ 95 $ 149 (248) 62 (11) 1 146 (246) 82 (11) 4 $ 46 $ 70 $ 86 140 (250) 61 (11) 1 27 Benefit Obligation Weighted Average Assumptions Discount rate Average assumed rate of compensation increase 2019 2018 3.13 % 4.28 % 3.00 3.00 Net Periodic Benefit Expense Weighted Average Assumptions Discount rate Expected long-term rate of return on plan assets Average assumed rate of compensation increase 2019 2018 2017 4.28 % 3.93 % 4.40 % 6.30 3.00 6.30 3.00 6.55 3.00 The weighted average assumptions used to measure net periodic benefit expense each year are the rates as of the beginning of the year (i.e., the prior measurement date). Our most recent compound annual rate of return on qualified plan assets was 6.6 percent, 9.0 percent, 7.2 percent, and 6.3 percent for the 5-year, 10-year, 15-year, and 20-year time periods, respectively. The market-related value of plan assets is used in calculating the expected return on assets. Historical differences between expected and actual returns are deferred and recognized in the market-related value over a 5-year period from the year in which they occur. We review the expected long-term rate of return annually and revise it as appropriate. Additionally, we monitor the mix of investments in our portfolio to ensure alignment with our long-term strategy to manage pension cost and reduce volatility in our assets. Our 2019 expected annualized long-term rate of return assumptions were 6.5 percent for domestic equity securities, 8.0 percent for international equity securities, 4.5 percent for long-duration debt securities, 8.0 percent for other investments. These estimates are a judgmental matter in which we consider the composition of our asset portfolio, our historical long-term investment performance, and current market conditions. for diversified funds, and 7.0 percent TARGET CORPORATION 2019 Form 10-K 56 Benefit Obligation FINANCIAL STATEMENTS NOTES Table of Contents Index to Financial Statements Change in Projected Benefit Obligation Qualified Plan Nonqualified and International Plans (millions) 2019 2018 2019 2018 Benefit obligation at beginning of period $ 3,905 $ 4,061 $ 53 $ Service cost Interest cost Actuarial (gain) / loss Participant contributions Benefits paid Benefit obligation at end of period (a) (a) 90 146 615 11 (275) 93 145 (167) 6 (233) 3 3 11 — (4) $ 4,492 $ 3,905 $ 66 $ 63 2 1 (1) — (12) 53 Accumulated benefit obligation—the present value of benefits earned to date assuming no future salary growth—is materially consistent with the projected benefit obligation in each period presented. Plan Assets Change in Plan Assets (millions) Qualified Plan Nonqualified and International Plans 2019 2018 2019 2018 Fair value of plan assets at beginning of period $ 3,915 $ 4,107 $ 10 $ Actual return on plan assets Employer contributions Participant contributions Benefits paid 729 50 11 (275) (65) 100 6 (233) — 5 — (4) Fair value of plan assets at end of period $ 4,430 $ 3,915 $ 11 $ 11 (1) 12 — (12) 10 Our asset allocation policy is designed to reduce the long-term cost of funding our pension obligations. The plan invests with both passive and active investment managers depending on the investment. The plan also seeks to reduce the risk associated with adverse movements in interest rates by employing an interest rate hedging program, which may include the use of interest rate swaps, total return swaps, and other instruments. Asset Category Current Targeted Actual Allocation Domestic equity securities (a) International equity securities Debt securities Diversified funds Other (b) Total Allocation 15 % 10 45 25 5 2019 14 % 10 46 25 5 2018 13 % 9 47 24 7 100 % 100 % 100 % (a) (b) Equity securities include our common stock in amounts substantially less than 1 percent of total plan assets in both periods presented. Other assets include private equity, mezzanine and high-yield debt, natural resources and timberland funds, multi-strategy hedge funds, derivative instruments, and real estate. 57 TARGET CORPORATION 2019 Form 10-K Fair Value Measurements (millions) Cash and cash equivalents Derivatives Government securities (a) Fixed income (b) Investments valued using NAV per share (c) Fixed income Private equity funds Cash and cash equivalents Common collective trusts Diversified funds Other Total plan assets FINANCIAL STATEMENTS NOTES Table of Contents Index to Financial Statements Fair Value at Pricing Category January 31, 2020 January 31, 2019 3 12 $ Level 1 $ Level 2 Level 2 Level 2 18 604 1,330 1,964 64 75 163 961 1,109 105 12 631 1,123 1,769 54 84 100 828 952 138 $ 4,441 $ 3,925 (a) (b) (c) Investments in government securities and long-term government bonds. Investments in corporate and municipal bonds. In accordance with Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position. Position Cash and cash equivalents Derivatives Government securities and fixed income Carrying value approximates fair value. Valuation Technique Swap derivatives - Valuations are based on observable inputs to the valuation model (e.g., interest rates and credit spreads). Model inputs are changed only when corroborated by market data. A credit risk adjustment is made on each swap using observable market credit spreads. Option derivatives - Valued at transaction price initially. Subsequent valuations are based on observable inputs to the valuation model (e.g., underlying investments). Valued using matrix pricing models and quoted prices of securities with similar characteristics. Amounts Included in Shareholders' Investment Amounts in Accumulated Other Comprehensive Loss (millions) Net actuarial loss Prior service credits Amounts in Accumulated Other Comprehensive Loss (a)(b) (a) 2019 1,138 $ (13) 2018 1,060 (24) 1,125 $ 1,036 $ $ (b) $837 million and $772 million, net of tax, at the end of 2019 and 2018, respectively. We expect 2020 net pension expense to include amortization expense of $116 million ($86 million, net of loss and prior service credit balances included in Accumulated Other tax) related to net actuarial Comprehensive Loss. TARGET CORPORATION 2019 Form 10-K 58 24. Accumulated Other Comprehensive Loss FINANCIAL STATEMENTS NOTES Table of Contents Index to Financial Statements (millions) February 2, 2019 Other Comprehensive Income / (Loss) before reclassifications, net of tax Amounts reclassified from AOCL, net of tax February 1, 2020 Cash Flow Hedges Currency Translation Adjustment Pension Total $ $ (13) $ (20) $ (772) $ (805) — 1 (a) 1 — (104) 39 (b) (103) 40 (12) $ (19) $ (837) $ (868) (a) (b) Represents amortization of gains and losses on cash flow hedges, net of taxes, which is recorded in Net Interest Expense. Represents amortization of pension gains and losses, net of $13 million of taxes, which is recorded in Net Other (Income)/Expense. See Note 23 for additional information. 25. Quarterly Results (Unaudited) Due to the seasonal nature of our business, fourth quarter operating results typically represent a substantially larger share of total year revenues and earnings because they include the November and December holiday sales period. We follow the same accounting policies for preparing quarterly and annual financial data. The table below summarizes quarterly results for 2019 and 2018: Quarterly Results First Quarter Second Quarter Third Quarter Fourth Quarter Total Year (millions, except per share data) 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 Sales Other revenue Total revenue Cost of sales $ 17,401 $ 16,556 $ 18,183 $ 17,552 $ 18,414 $ 17,590 $ 23,133 $ 22,734 $ 77,130 $ 74,433 226 225 239 224 251 231 265 243 982 923 17,627 16,781 18,422 17,776 18,665 17,821 23,398 22,977 78,112 75,356 12,248 11,625 12,625 12,239 12,935 12,535 17,056 16,900 54,864 53,299 Selling, general and administrative expenses Depreciation and amortization (exclusive of depreciation included in cost of sales) Operating income Net interest expense Net other (income) / expense Earnings from continuing operations before income taxes Provision for income taxes Net earnings from continuing operations Discontinued operations, net of tax Net earnings Basic earnings per share Continuing operations Discontinued operations Net earnings per share Diluted earnings per share Continuing operations Discontinued operations Net earnings per share Dividends declared per share 3,663 3,545 3,912 3,865 4,153 3,937 4,504 4,376 16,233 15,723 581 570 561 539 1,135 1,041 1,324 1,133 126 (12) 1,021 229 792 121 (7) 927 210 717 120 (13) 115 (4) 1,217 1,022 279 938 223 799 575 1,002 113 (12) 901 195 706 530 819 115 (9) 713 97 616 640 584 1,198 1,117 118 29 110 (7) 2,357 4,658 477 (9) 2,224 4,110 461 (27) 1,051 1,014 4,190 3,676 218 833 216 798 921 746 3,269 2,930 3 1 — — 8 6 1 1 12 7 $ $ $ $ $ $ 795 $ 718 1.54 $ 1.34 — — 1.54 $ 1.34 1.53 $ 1.33 — 1.53 $ 0.64 $ — 1.33 0.62 $ $ $ $ $ $ 938 $ 799 1.83 $ 1.50 — — 1.83 $ 1.50 1.82 $ 1.49 — 1.82 $ 0.66 $ — 1.49 0.64 $ $ $ $ $ $ 714 $ 622 1.38 $ 0.02 1.40 $ 1.37 $ 0.02 1.39 $ 0.66 $ 1.17 0.01 1.18 1.16 0.01 1.17 0.64 $ $ $ $ $ $ 834 $ 799 $ 3,281 $ 2,937 1.64 $ 1.53 — — 1.65 $ 1.54 1.63 $ 1.52 — 1.63 $ 0.66 $ — 1.52 0.64 $ $ $ $ $ 6.39 $ 0.02 6.42 $ 6.34 $ 0.02 6.36 $ 2.62 $ 5.54 0.01 5.55 5.50 0.01 5.51 2.54 Note: Per share amounts are computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in average quarterly shares outstanding and all other quarterly amounts may not equal the total year due to rounding. 59 TARGET CORPORATION 2019 Form 10-K Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure SUPPLEMENTAL INFORMATION Table of Contents Index to Financial Statements Not applicable. Item 9A. Controls and Procedures Changes in Internal Control Over Financial Reporting During the most recently completed fiscal quarter, the following change to our information technology systems materially affected, or is 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 and supply chain- related transactions. During the most recently completed fiscal quarter, no other change in our internal control over financial reporting materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Annual Report, we conducted an evaluation, under supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (Exchange Act). Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level. Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed under the including our principal executive and Exchange Act principal to allow timely decisions regarding required disclosure. financial officers, or persons performing similar functions, as appropriate, is accumulated and communicated to our management, For the Report of Management on Internal Control and the Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting, see Part II, Item 8, Financial Statements and Supplementary Data. Item 9B. Other Information Not applicable. TARGET CORPORATION 2019 Form 10-K 60 SUPPLEMENTAL INFORMATION PART III Table of Contents Index to Financial Statements Certain information required by Part III is incorporated by reference from Target's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June 10, 2020 (our Proxy Statement). Except for those portions specifically incorporated in this Form 10-K by reference to the Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this Form 10-K. Item 10. Directors, Executive Officers and Corporate Governance The following sections of the Proxy Statement are incorporated herein by reference: Item one--Election of directors Stock ownership information--Section 16(a) beneficial ownership reporting compliance • • • General information about corporate governance and the Board of Directors ◦ ◦ Business ethics and conduct Committees • Questions and answers about our Annual Meeting and voting--Question 14 See also Part I, Item 4A, Executive Officers of this Form 10-K. Item 11. Executive Compensation The following sections of the Proxy Statement are incorporated herein by reference: • • • Compensation Discussion and Analysis Compensation tables Human Resources & Compensation Committee Report Item 12. Matters Security Ownership of Certain Beneficial Owners and Management and Related Stockholder The following sections of the Proxy Statement are incorporated herein by reference: • • Stock ownership information-- ◦ ◦ Beneficial ownership of directors and officers Beneficial ownership of Target’s largest shareholders Compensation tables--Equity compensation plan information Item 13. Certain Relationships and Related Transactions, and Director Independence The following sections of the Proxy Statement are incorporated herein by reference: • General information about corporate governance and the Board of Directors-- ◦ ◦ ◦ Policy on transactions with related persons Director independence Committees Item 14. Principal Accountant Fees and Services The following section of the Proxy Statement is incorporated herein by reference: • Item two-- Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm-audit and non-audit fees 61 TARGET CORPORATION 2019 Form 10-K SUPPLEMENTAL INFORMATION PART IV Table of Contents Index to Financial Statements Item 15. Exhibits, Financial Statement Schedules The following information required under this item is filed as part of this report: a) Financial Statements • • • • • • • Consolidated Statements of Operations for the Years Ended February 1, 2020, February 2, 2019, and February 3, 2018 Consolidated Statements of Comprehensive Income for the Years Ended February 1, 2020, February 2, 2019, and February 3, 2018 Consolidated Statements of Financial Position as of February 1, 2020 and February 2, 2019 Consolidated Statements of Cash Flows for the Years Ended February 1, 2020, February 2, 2019, and February 3, 2018 Consolidated Statements of Shareholders' Investment for the Years Ended February 1, 2020, February 2, 2019, and February 3, 2018 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements Financial Statement Schedules None. Other schedules have not been included either because they are not applicable or because the information is included elsewhere in this Report. TARGET CORPORATION 2019 Form 10-K 62 b) Exhibits SUPPLEMENTAL INFORMATION Table of Contents Index to Financial Statements (3)A B (4)A B C (10)A * B * C * D * E * F * G * H * I * J * K * L * M * N * O * P * Q * R * S * T * U * V * W * X * Y * AA * BB * CC Amended and Restated Articles of Incorporation (as amended through June 9, 2010) (1) Bylaws (as amended through January 8, 2020) (2) Indenture, dated as of August 4, 2000 between Target Corporation and Bank One Trust Company, N.A. (3) First Supplemental Indenture dated as of May 1, 2007 to Indenture dated as of August 4, 2000 between Target Corporation and The Bank of New York Trust Company, N.A. (as successor in interest to Bank One Trust Company N.A.) (4) Target agrees to furnish to the Commission on request copies of other instruments with respect to long-term debt. Target Corporation Executive Officer Cash Incentive Plan (5) Target Corporation Long-Term Incentive Plan (as amended and restated effective June 8, 2011) (6) Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (as amended and restated effective September 1, 2017) (7) Target Corporation SPP I (2016 Plan Statement) (as amended and restated effective April 3, 2016) (8) Target Corporation SPP II (2016 Plan Statement) (as amended and restated effective April 3, 2016) (9) Target Corporation SPP III (2014 Plan Statement) (as amended and restated effective January 1, 2014) (10) Amendment to Target Corporation SPP III (2014 Plan Statement) (effective April 3, 2016) (11) Target Corporation Officer Deferred Compensation Plan (as amended and restated effective June 8, 2011) (12) Target Corporation Officer EDCP (2017 Plan Statement) (as amended and restated effective May 1, 2017) (13) Target Corporation Deferred Compensation Plan Directors (14) Target Corporation DDCP (2013 Plan Statement) (as amended and restated effective December 1, 2013) (15) Target Corporation Officer Income Continuation Plan (as amended and restated effective September 1, 2017) (16) Target Corporation Executive Excess Long Term Disability Plan (as restated effective January 1, 2010) (17) Director Retirement Program (18) Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (19) Amendment dated June 8, 2011 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (20) Amendment dated October 25, 2017 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (21) Form of Amended and Restated Executive Non-Qualified Stock Option Agreement (22) Form of Restricted Stock Unit Agreement Form of Performance-Based Restricted Stock Unit Agreement Form of Performance Share Unit Agreement Form of Price-Vested Stock Option Agreement (23) Form of Non-Employee Director Non-Qualified Stock Option Agreement (24) Form of Non-Employee Director Restricted Stock Unit Agreement Form of Cash Retention Award (25) Aircraft Time Sharing Agreement as of March 13, 2015 among Target Corporation and Brian C. Cornell (26) Transition Agreement dated January 7, 2019 (27) Five-Year Credit Agreement dated as of October 5, 2016 among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein (28) 63 TARGET CORPORATION 2019 Form 10-K SUPPLEMENTAL INFORMATION Table of Contents Index to Financial Statements DD EE FF ‡ GG ‡ HH ‡ II ‡ JJ ‡ KK (21) (23) (24) (31)A (31)B (32)A (32)B Extension Amendment dated August 7, 2017 to Five-Year Credit Agreement among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein (29) Second Extension Amendment dated August 6, 2018 to Five-Year Credit Agreement among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein (30) Credit Card Program Agreement dated October 22, 2012 among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A. (31) First Amendment dated February 24, 2015 to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A. (32) Second Amendment dated November 19, 2019 to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A. Pharmacy Operating Agreement dated December 16, 2015 between Target Corporation and CVS Pharmacy, Inc. (33) First Amendment dated November 30, 2016 to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc. (34) Second Amendment dated January 9, 2018 to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc. (35) List of Subsidiaries Consent of Independent Registered Public Accounting Firm Powers of Attorney Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of the Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certification of the Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema 101.CAL 101.DEF 101.LAB 101.PRE XBRL Taxonomy Extension Calculation Linkbase XBRL Taxonomy Extension Definition Linkbase XBRL Taxonomy Extension Label Linkbase XBRL Taxonomy Extension Presentation Linkbase Copies of exhibits will be furnished upon written request and payment of Registrant's reasonable expenses in furnishing the exhibits. _____________________________________________________________________ ‡ * (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Management contract or compensation plan or arrangement required to be filed as an exhibit to this Form 10-K. Incorporated by reference to Exhibit (3)A to Target's Form 8-K Report filed June 10, 2010. Incorporated by reference to Exhibit (3)B to Target's Form 8-K Report filed January 10, 2020. Incorporated by reference to Exhibit 4.1 to Target's Form 8-K Report filed August 10, 2000. Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K Report filed May 1, 2007. Incorporated by reference to Exhibit (10)KK to Target's Form 8-K Report filed June 15, 2017. Incorporated by reference to Exhibit (10)B to Target's Form 10-Q Report for the quarter ended July 30, 2011. Incorporated by reference to Exhibit (10)C to Target's Form 10-Q Report for the quarter ended July 29, 2017. Incorporated by reference to Exhibit (10)C to Target's Form 10-Q Report for the quarter ended April 30, 2016. Incorporated by reference to Exhibit (10)D to Target's Form 10-Q Report for the quarter ended April 30, 2016. Incorporated by reference to Exhibit (10)E to Target's Form 10-K Report for the year ended February 1, 2014. Incorporated by reference to Exhibit (10)NN to Target's Form 10-Q Report for the quarter ended April 30, 2016. Incorporated by reference to Exhibit (10)F to Target's Form 10-Q Report for the quarter ended July 30, 2011. Incorporated by reference to Exhibit (10)I to Target's Form 10-K Report for the year ended January 28, 2017. Incorporated by reference to Exhibit (10)I to Target's Form 10-K Report for the year ended February 3, 2007. TARGET CORPORATION 2019 Form 10-K 64 SUPPLEMENTAL INFORMATION Table of Contents Index to Financial Statements (15) (16) (17) (18) (19) (20) (21) (22) (23) (24) (25) (26) (27) (28) (29) (30) (31) (32) (33) (34) (35) Incorporated by reference to Exhibit (10)I to Target's Form 10-K Report for the year ended February 1, 2014. Incorporated by reference to Exhibit (10)L to Target's Form 10-Q Report for the quarter ended July 29, 2017. Incorporated by reference to Exhibit (10)A to Target's Form 10-Q Report for the quarter ended October 30, 2010. Incorporated by reference to Exhibit (10)O to Target's Form 10-K Report for the year ended January 29, 2005. Incorporated by reference to Exhibit (10)O to Target's Form 10-K Report for the year ended January 31, 2009. Incorporated by reference to Exhibit (10)AA to Target's Form 10-Q Report for the quarter ended July 30, 2011. Incorporated by reference to Exhibit (10)MM to Target's Form 10-Q Report for the quarter ended October 28, 2017. Incorporated by reference to Exhibit (10)V to Target's Form 10-K Report for the year ended January 31, 2015. Incorporated by reference to Exhibit (10)JJ to Target's Form 10-Q Report for the quarter ended April 29, 2017. Incorporated by reference to Exhibit (10)EE to Target's Form 8-K Report filed January 11, 2012. Incorporated by reference to Exhibit (10)W to Target's Form 10-K Report for the year ended February 2, 2013. Incorporated by reference to Exhibit (10)HH to Target's Form 10-K Report for the year ended January 31, 2015. Incorporated by reference to Exhibit (10)A to Target's Form 8-K Report filed January 10, 2019. Incorporated by reference to Exhibit (10)O to Target's Form 10-Q Report for the quarter ended October 29, 2016. Incorporated by reference to Exhibit (10)LL to Target's Form 10-Q Report for the quarter ended October 28, 2017. Incorporated by reference to Exhibit (10)II to Target's Form 10-Q Report for the quarter ended November 3, 2018. Incorporated by reference to Exhibit (10)X to Target's Form 10-Q/A Report for the quarter ended May 4, 2013. Incorporated by reference to Exhibit (10)II to Target's Form 10-Q Report for the quarter ended May 2, 2015. Incorporated by reference to Exhibit (10)KK to Target's Form 10-K Report for the year ended January 30, 2016. Incorporated by reference to Exhibit (10)CC to Target's Form 10-K Report for the year ended January 28, 2017. Incorporated by reference to Exhibit (10)HH to Target's Form 10-K Report for the year ended February 3, 2018. 65 TARGET CORPORATION 2019 Form 10-K SUPPLEMENTAL INFORMATION SIGNATURES Table of Contents Index to Financial Statements Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Target has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. By: By: TARGET CORPORATION 2019 Form 10-K 66 Shareholder Information Annual Meeting Shareholder Information The Annual Meeting of Shareholders is scheduled for June 10, 2020 at 9:00 a.m. (Central Daylight Time) online at virtualshareholdermeeting.com/TGT2020. Due to the public health concerns regarding the novel coronavirus disease (COVID-19) pandemic we are holding the Annual Meeting in a virtual-only meeting format to support the health and well-being of our team members and shareholders. You will not be able to attend the Annual Meeting at a physical location. Quarterly and annual shareholder information (including the Form 10-Q Quarterly Reports and Form 10-K Annual Report, which are filed with the Securities and Exchange Commission) is available at no charge to shareholders. To obtain copies of these materials, you may send an e-mail to investorrelations@target.com, call 1-800-775-3110, or write to: Target Corporation, Attn: John Hulbert, VP, Investor Relations, 1000 Nicollet Mall (TPN-0841), Minneapolis, Minnesota 55403. These documents as well as other information about Target Corporation, including our Code of Ethics, Corporate Governance Guidelines, Corporate Responsibility Report and Board of Director Committee Charters, are also available on the Internet at investors.target.com. Transfer Agent, Registrar and Dividend Disbursing Agent EQ Shareowner Services Stock Exchange Listing Trading Symbol: TGT New York Stock Exchange Shareholder Assistance For assistance regarding individual stock records, lost certificates, name or address changes, dividend or tax questions, call EQ Shareowner Services at 1-800-794-9871, access their website at www.shareowneronline.com or write to: EQ Shareowner Services, P.O. Box 64874, St. Paul, Minnesota 55164-0874. Direct Stock Purchase/ Dividend Reinvestment Plan EQ Shareowner Services administers a direct purchase plan that allows interested investors to purchase Target Corporation stock directly, rather than through a broker, and become a registered shareholder of the company. The program offers many features including dividend reinvestment. For detailed information regarding this program, call EQ Shareowner Services toll free at 1-800-794-9871 or write to: EQ Shareowner Services, P.O. Box 64874, St. Paul, Minnesota 55164-0874. ©2020 Target Brands, Inc. The Bullseye Design and Target are trademarks of Target Brands, Inc. Directors and Management Directors Executive Officers Other Senior Officers Roxanne S. Austin* President, Austin Investment Advisors (3) (5) Brian C. Cornell Board Chairman and Chief Executive Officer Rich Agostino Senior Vice President and Chief Information Security Officer Heath Holtz Senior Vice President, Global Supply Chain and Logistics Field Operations Douglas M. Baker, Jr. Chairman and Chief Executive Officer, Ecolab Inc. (2) (5) Michael J. Fiddelke Executive Vice President and Chief Financial Officer Kristi Argyilan Senior Vice President and President, Roundel George S. Barrett Former Chairman and Chief Executive Officer, Cardinal Health, Inc. (3) (5) Brian C. Cornell Chairman of the Board and Chief Executive Officer, Target Corporation Calvin Darden Chairman, Darden Petroleum & Energy Solutions, LLC (2) (3) Henrique De Castro* Former Chief Operating Officer, Yahoo! Inc. (1) (4) Robert L. Edwards Former President and Chief Executive Officer, Safeway Inc. (1) (5) Melanie L. Healey Former Group President, North America, The Procter & Gamble Company (2) (3) Donald R. Knauss Former Chairman and Chief Executive Officer, The Clorox Company (3) (4) Monica C. Lozano President and Chief Executive Officer, The College Futures Foundation (1) (2) Mary E. Minnick Partner, Ocean 14 Capital (1) (4) Kenneth L. Salazar Partner, WilmerHale (4) (5) Dmitri L. Stockton Former Senior Vice President & Special Advisor to the Chairman of General Electric Company (1) (4) (1) Audit and Finance Committee (2) Governance Committee (3) Human Resources and Compensation Committee (4) Infrastructure and Investment Committee (5) Risk and Compliance Committee * Ms. Austin and Mr. De Castro will not seek re-election and will leave the Board when their current terms end at the Annual Meeting. Richard H. Gomez Executive Vice President and Chief Marketing, Digital and Strategy Officer Dawn Block Senior Vice President, Digital Katie Boylan Chief Communications Officer A. Christina Hennington Executive Vice President and Chief Merchandising Officer, Hardlines, Essentials and Capabilities Steve Brophy Senior Vice President, HR Strategy and Operations Melissa K. Kremer Executive Vice President and Chief Human Resources Officer Frank Bruni Senior Vice President, Food & Beverage, Supply Chain Don H. Liu Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary Stephanie A. Lundquist Executive Vice President and President, Food & Beverage Mike McNamara Executive Vice President and Chief Information Officer John J. Mulligan Executive Vice President and Chief Operating Officer Jill K. Sando Executive Vice President and Chief Merchandising Officer, Style and Owned Brands Mark J. Schindele Executive Vice President and Chief Stores Officer Laysha L. Ward Executive Vice President and Chief External Engagement Officer Tim Hotze Senior Vice President, Network Planning, Global Intelligence and Last Mile Transportation Yu-Ping Kao Senior Vice President, Stores Gemma Kubat Senior Vice President, Supply Chain Engineering and Activation Andi Marston Senior Vice President, HQ and Global Human Resources Gretchen McCarthy Senior Vice President, Global Inventory Management Michelle Mesenburg Senior Vice President, Marketing Nik Nayar Senior Vice President, Merchandising, Hardlines Michael O’Neil Senior Vice President, Pay and Benefits Justin Burns Senior Vice President, Stores Jeff Burt Senior Vice President, Merchandising, Food & Beverage Kelly Caruso Chief Executive Officer, Shipt John Conlin Senior Vice President, Target Properties Joe Contrucci Senior Vice President, Stores Operations Ashley Petzold Senior Vice President, Stores Brett Craig Senior Vice President, Merchandising Capabilities Paritosh Desai Chief Data and Analytics Officer Bill Foudy Senior Vice President and President, Owned Brand Sourcing and Development Gena Fox Senior Vice President, Merchandising, Apparel and Accessories Hari Govind Senior Vice President, Infrastructure and Operations Julie Guggemos Senior Vice President and Chief Design Officer Ann Gugino Senior Vice President, Financial Planning and Analysis Corey Haaland Senior Vice President, Treasurer Robert Harrison Senior Vice President, Chief Accounting Officer and Controller Cynthia Ho Senior Vice President, Global Sourcing Tammy Redpath President, Target in India Carolyn Sakstrup Senior Vice President, Marketing Cara Sylvester Senior Vice President, Merchandising, Home Samir Shah Senior Vice President, Stores Brad Taylor-White Senior Vice President, Stores Human Resources Arthur Valdez Executive Vice President, Chief Supply Chain and Logistics Officer Todd Waterbury Senior Vice President and Chief Creative Officer William White Senior Vice President, Marketing Kamau Witherspoon Senior Vice President, Operations Matt Zabel Senior Vice President, Enterprise Risk Target Annual Report 

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