2020
Annual Report
Target
Corporation
The cover was printed on
French Paper Kraft-tone Cover.
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post-consumer waste.
Welcome to our
2020 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
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
$
1
6
5
,
3
9
$
8
7
8
,
4
$
4
6
8
,
4
$
4
2
2
,
4
$
0
1
,1
4
$
8
5
6
,
4
$
9
3
5
,
6
$
1
2
3
,
3
$
6
6
6
,
2
$
8
0
9
,
2
$
0
3
9
,
2
$
9
6
2
,
3
$
8
6
3
,
4
$
5
2
.
5
$
8
5
.
4
$
9
2
.
5
$
0
5
.
5
$
4
3
.
6
$
4
6
.
8
$
’15
’16
’17
’18
’19
’20
’15
’16
’17
’18
’19
’20
’15
’16
’17
’18
’19
’20
’15
’16
’17
’18
’19
’20
2020 Growth: 19.8%
Five-year CAGR: 4.7%
2020 Growth: 40.4%
Five-year CAGR: 6.0%
2020 Growth: 33.6%
Five-year CAGR: 5.6%
2020 Growth: 36.3%
Five-year CAGR: 10.5%
Total 2020 Sales: $92,400 Million
26%
20%
20%
16%
18%
Beauty & Household
Essentials
Food & Beverage
Home Furnishings
& Décor
Apparel &
Accessories
Hardlines
Letter to Shareholders
In 2020, Target was deemed an essential business in the country’s
response to COVID-19. That designation stemmed from our ability to
provide so much of what American families needed to weather the
pandemic—from food, medicine and cleaning supplies to child-care
items and equipment to work and school at home.
But for our team, stepping up to support our guests and communities
reflected something more fundamental, something that transcends
the hard times of 2020–2021. We’ve always organized our team and
business around an ambition to serve—to be “useful to society,” as our
founders said decades ago. Or, as we say today: to help all families
discover the joy of everyday life.
That spirit of service shone brightly in 2020. And so did our business
results, as you’ll see throughout this report. Key metrics included:
• Growing our sales by more than $15 billion, which was greater than
our growth in the prior 11 years.
• Gaining market share across our five core merchandising categories,
totaling approximately $9 billion.
• Growing comparable sales more than 19%, with a store comp
topping 7% and an industry-leading digital comp of 145%.
• Increasing digital-sales penetration to nearly 18% without diminishing
our overall profitability.
• And achieving record-high adjusted earnings per share of $9.42.
While our 2020 performance was one for the record books, what
carries us forward is our team’s unwavering impulse to take care of
each other, our guests and communities.
That’s what drove us in recent years to turn Target into America’s
easiest place to shop. And it quickly became clear in the pandemic
that our investments and innovations translated seamlessly to guest
safety. After years of focus and capability-building, our team has
created a retail platform that stands out in the American marketplace,
with an unmatched integration of physical and digital shopping,
technology and team spirit.
Today, Target is known as much for same-day fulfillment services and
safety as we are for style and swagger. In fact, our same-day services,
Order Pickup, Drive Up and Shipt, grew 235% in 2020, led by more
than 600% growth in Drive Up—as our guests developed new routines
and connections to Target that will endure long after the pandemic.
Service starts with our team
Our team has always been at the heart of our investments. In 2017, we
said we would invest heavily in wages, training and hours, and we took
the bold step of promising a minimum starting wage of $15 per hour by
the end of 2020. We accelerated that $15 commitment to the middle
of last year, as we continued to hire, develop and promote team
members in support of our rapidly growing business.
As the hardships of COVID-19 unfolded, we quickly added well over
$1 billion in incremental investment to support the well-being of our
team and the safety of our guests.
What isn’t represented by the dollars—really, what’s incalculable—
is the spirit of support our team members showed for each other.
How they rallied around coworkers whose stores were damaged or
temporarily closed after demonstrations for racial equity, or whose
friends and extended families had been hard-hit by economic turmoil.
And we will absolutely keep investing in our team. Most immediately,
with COVID-19 vaccines becoming more widely available, we’ll ensure
that our team has easy access to vaccination at no cost to them, with
paid time off and transportation if needed.
Working for racial equity
In our hometown of Minneapolis, the ongoing Derek Chauvin murder
trial is a stark reminder that, while 2020 had its share of difficult
weeks, the toughest was the week of May 25.
Ours is a team that aspires to help all families. We back up that
aspiration with disciplined planning and execution, including a focused
diversity-and-inclusion strategy that dates back a decade and a
half. Yet what happened in our hometown—and in Louisville, KY, in
Brunswick, GA, in the racial disparities from COVID-19 and the racist
sentiments directed at Asian colleagues and neighbors—touched off
a global outcry for unity and equity.
As a company that holds inclusivity as a core value, we stepped
up with immediate actions and long-term solutions, which have
been detailed in this and other reports. On behalf of our entire
team, I can promise you that we will stay engaged in this work as a
lasting expression of our purpose—both through our enterprise and
diversity-and-inclusion strategies, and through our Racial Equity
Action and Change Committee, which was created specifically to
advance racial equity for Black team members and guests across all
areas of Target’s business.
Building a brighter future
As we move deeper into 2021, we’re playing offense and investing
in continued profitable growth as we build on a business model that
is better than ever for our stakeholders. In 2021, we’ll also advance
an approach to sustainability that draws on our legacy of corporate
responsibility, diversity and inclusion, and community engagement.
As part of our efforts, we’ll focus on how we can offer more
sustainable brands, further eliminate waste and help foster more
equitable communities.
I couldn’t be more confident in Target’s future or more grateful for our
team’s determination to put our size and scale, purpose and values to
work for all families. I’m personally committed to doing just that as we
continue to build toward brighter days for everyone.
Sincerely,
Brian Cornell, Chairman and CEO
Financial Summary
FINANCIAL RESULTS (in millions)
Sales
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 (b)
Net other (income) / expense
Earnings from continuing operations before income taxes
Provision for income taxes (c)
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 (d)
Shareholders’ investment
FINANCIAL RATIOS
Comparable sales growth (e)
Gross margin (% of sales)
SG&A expenses (% of total revenue)
Operating income margin (% of total revenue)
OTHER
2020
2019
2018
2017 (a)
2016
$ 92,400
$
77,130
$
74,433
$
71,786
$ 69,414
1,161
93,561
66,177
18,615
2,230
6,539
977
16
5,546
1,178
4,368
—
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
$
4,368
$
3,281
$
2,937
$
2,914
$
2,734
$
$
$
$
$
$
$
$
$
$
8.72
—
8.72
8.64
—
8.64
2.70
51,248
2,649
12,680
5,036
14,440
19.3%
28.4%
19.9%
7.0%
$
$
$
$
$
$
$
$
$
$
6.39
0.02
6.42
6.34
0.02
6.36
2.62
42,779
3,027
11,499
9,689
11,833
3.4%
28.9%
20.8%
6.0%
$
$
$
$
$
$
$
$
$
$
5.54
0.01
5.55
5.50
0.01
5.51
2.54
41,290
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%
Common shares outstanding (in millions)
500.9
504.2
517.8
541.7
556.2
Operating cash flow provided by continuing
operations (in millions)
Revenue per square foot (f)
Retail square feet (in thousands)
Square footage growth
Total number of stores
Total number of distribution centers
$
$
10,525
388
241,648
0.5%
1,897
44
$
$
7,099
326
240,516
0.4%
1,868
42
$
$
5,970
314
239,581
0.1%
1,844
40
$
$
6,861
298
239,355
(0.1)%
1,822
41
$
$
5,337
293
239,502
—%
1,802
40
(a) Consisted of 53 weeks.
(b) Includes losses on early retirement of debt of $512 million, $10 million, $123 million, and $422 million for 2020, 2019, 2017, and 2016, respectively.
(c) 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.
(d) Including current portion of long-term debt and other borrowings, net of short-term investments of $7.6 billion, $1.8 billion, $769 million, $1.1 billion, and $1.1 billion in 2020, 2019, 2018, 2017, and 2016,
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.
(e) See definition of comparable sales in Form 10-K, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.
(f) 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.
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 January 30, 2021
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)
Minnesota
(State or other jurisdiction of incorporation or organization)
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 ☒ No ☐
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 ☒
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 ☒ No ☐
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 ☒ No ☐
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. ☒
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting stock held by non-affiliates of the registrant as of July 31, 2020, was $62,803,635,300 based on the
closing price of $125.88 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 4, 2021, were 498,616,180.
Portions of Target's Proxy Statement for the Annual Meeting of Shareholders to be held on June 9, 2021, are incorporated into Part III.
DOCUMENTS INCORPORATED BY REFERENCE
Table of Contents
Index to Financial Statements
TABLE OF CONTENTS
PART I
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 4
Item 4A
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Executive Officers
PART II
Item 5
Item 6
Item 7
Item 7A
Item 8
Item 9
Item 9A
Item 9B
Market for the 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
Other Information
PART III
Item 10
Item 11
Item 12
Item 13
Item 14
PART IV
Item 15
SIGNATURES
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits, Financial Statement Schedules
2
5
11
12
13
13
14
15
16
16
30
31
60
60
61
62
62
62
62
62
63
67
1
TARGET CORPORATION
2020 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 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 2020 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™
Bullseye's Playground™
Casaluna™
Cat & Jack™
Cloud Island™
Colsie™
Embark™
Everspring™
Good & Gather™
Goodfellow & Co™
Hearth & Hand™ with Magnolia
heyday™
Hyde & EEK! Boutique™
JoyLab™
Knox Rose™
Kona Sol™
Made By Design™
Market Pantry™
More Than Magic™
Opalhouse™
Open Story™
Original Use™
Pillowfort™
Project 62™
Prologue™
Room Essentials™
Exclusive Adult Beverage Brands
California Roots™
Mystic Reef™
Rosé Bae™
The Collection™
Shade & Shore™
Simply Balanced™
Smartly™
Smith & Hawken™
Sonia Kashuk™
Spritz™
Stars Above™
Sun Squad™
Threshold™
Universal Thread™
up & up™
Wild Fable™
Wondershop™
Xhilaration™
Wine Cube™
TARGET CORPORATION
2020 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. In 2020, we announced a
partnership with Ulta Beauty under which we will operate Ulta Beauty at Target, a shop-in-shop experience debuting
on Target.com and in more than 100 Target locations beginning in 2021, with plans to scale to hundreds more over
time.
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, among 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 fulfillment times, reduced
shipping costs, and allows us to offer guests a suite of same-day fulfillment options such as Order Pickup, Drive Up,
and Shipt.
Human Capital Management
At Target, our purpose is to help all families discover the joy of everyday life. In support of this purpose we invest in
our team, our most important asset, by giving them opportunities to grow professionally, take care of themselves,
each other and their families, and to make a difference for our guests and our communities. We are among the
largest private employers in the U.S., and our workforce has varying goals and expectations of their employment
relationship, from team members looking to build a career to students, retirees and others who are seeking to
supplement their income in an enjoyable atmosphere. We seek to be an employer of choice to attract and retain top
talent no matter their objectives in seeking employment. To that end, we strive to foster an engaged, diverse,
inclusive, safe, purpose-driven culture where employees, referred to as "team members," have equitable
opportunities for success.
As of January 30, 2021, we employed approximately 409,000 full-time, part-time, and seasonal team members.
Because of the seasonal nature of the retail business, employment levels peak in the holiday season. We also
engage independent contractors, most notably in our Shipt subsidiary.
Talent Development and Engagement
We offer a compelling work environment with meaningful experiences and abundant growth and career-
development opportunities. This starts with the opportunity to do challenging work and learn on the job and is
supplemented by programs and continuous learning that help our team build skills at all levels, including programs
focused on specialized skill development, leadership opportunities, coaching, and mentoring. Our talent and
succession planning process supports the development of a diverse talent pipeline for leadership and other critical
roles. We monitor our team members’ perceptions of these commitments through a number of surveys and take
steps to address areas needing improvement.
3
TARGET CORPORATION
2020 Form 10-K
Diversity and Inclusion
BUSINESS
Table of Contents
Index to Financial Statements
We champion workplace diversity and inclusion and focus on developing, advancing, and recruiting diverse talent.
We monitor the representation of women and racially or ethnically diverse team members at different levels
throughout the company and disclose the composition of our team in our annual Workforce Diversity Report (which,
beginning with our 2019 report, includes demographic information using the categories disclosed in our EEO-1
report). Developing teams where team members feel heard, respected, and included is a core Target value and is
also fundamental to creating an inclusive guest experience.
Compensation and Benefits
Our compensation and benefits are designed to support the financial, mental, and physical well-being of our team
members and their families. We believe in paying team members equitably, regardless of gender, race or ethnicity,
and we regularly review the pay data of U.S. team members to confirm that we are doing so. Our compensation
packages include a $15 per-hour minimum starting wage for US hourly team members (who comprise the vast
majority of our team), a 401(k) plan with matching contributions up to five percent of eligible earnings, paid vacation
and holidays, family leave, merchandise and other discounts, disability insurance, life insurance, healthcare and
dependent care flexible spending accounts, tuition reimbursement, various team member assistance programs, an
annual short-term incentive program, long-term equity awards, and health insurance benefits. Eligibility for, and the
level of, benefits vary depending on team members’ full-time or part-time status, work location, compensation level,
and tenure.
Workplace Health and Safety
We strive to maintain a safe and secure work environment and have specific safety programs. This includes
administering a comprehensive occupational injury- and illness-prevention program and training for team members.
COVID-19
In 2020 we invested more than $1 billion in the well-being, health, and safety of our team members and guests. We
extended certain benefits to our team members in light of the COVID-19 pandemic, including bonuses, fully-paid
leaves for up to 30 days, free back-up dependent care, and a variety of mental, emotional, and physical wellness
resources. We also enacted dozens of safety, social distancing, and cleaning measures designed to protect our
team and guests during the COVID-19 pandemic.
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 forms of 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.
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
brands.
TARGET CORPORATION
2020 Form 10-K
4
Geographic Information
BUSINESS & RISK FACTORS
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, proxy statements,
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). In addition, the SEC maintains a website (http://
www.sec.gov) that contains information we electronically file with, or furnish to, the 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. Information
on our website is not part of this or any other report we file with, or furnish to, the SEC.
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 shareholders, guests, team members, and vendors choose Target is the
positive reputation we have built over many years for serving those different constituencies and the communities in
which we operate. To be successful in the future, we must continue to preserve Target's reputation. Our reputation 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. 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.
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 our
promotions are among the factors that affect our ability to compete. In addition, our ability to create a 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.
5
TARGET CORPORATION
2020 Form 10-K
RISK FACTORS
Table of Contents
Index to Financial Statements
The retail industry's continuing migration to digital channels has affected the ways we differentiate 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
costs of fulfilling orders outside of our traditional in-store channel with efficiencies, cost-savings or expense
reductions, our results of operations could be adversely affected.
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 others. If we do not obtain accurate and relevant data on guest preferences,
predict and quickly respond to 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.
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 large 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.
TARGET CORPORATION
2020 Form 10-K
6
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, in the past we have
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 data protection
requirements, such as those imposed by a variety of state 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.
7
TARGET CORPORATION
2020 Form 10-K
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
operations or supply chain or increased commodity or supply chain costs could adversely affect our
results of operations.
We are dependent on our vendors, including common carriers, 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, if a vendor fails to deliver on its commitments,
or if common carriers have difficulty providing capacity to meet demands for their services like they experienced at
times during 2020, 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. 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.
Political or financial instability, currency fluctuations, the outbreak of pandemics or other illnesses (such as the
COVID-19 pandemic), labor unrest, transport capacity and costs, port security, weather conditions, natural
disasters, or other events that could alter or suspend our operations, slow or disrupt port activities, or 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
The COVID-19 pandemic has affected our business in many different ways, and may continue to amplify the
risks and uncertainties facing our business and their potential impact on our financial position, results of
operations, and cash flows.
The COVID-19 pandemic has significantly affected U.S. consumer shopping patterns and caused the overall health
of the U.S. economy to deteriorate. In 2020, our sales growth was most pronounced in lower margin categories with
an increased percentage originated through our digital channels. While some of the changes in guest shopping
patterns in connection with the COVID-19 pandemic may be temporary, others could become long-lasting. If the
shifts in our category sales mix to lower-margin merchandise and fulfilling a significantly larger percentage of our
sales through digital channels become long-lasting and we are unable to offset the lower margin and increased
costs of fulfilling orders outside of our traditional in-store channel with efficiencies, cost-savings, or expense
reductions, our results of operations could be adversely affected.
TARGET CORPORATION
2020 Form 10-K
8
RISK FACTORS
Table of Contents
Index to Financial Statements
Shifts in shopping patterns during the COVID-19 pandemic have also significantly affected our inventory position
and disrupted our supply chain. At times we have been unable to procure certain merchandise items in the
quantities our guests seek, including those most in demand due to the COVID-19 pandemic. If we have additional
times where we are unable to re-stock those products for an extended period, it may lead to lost sales and
negatively affect our results of operations. For other products with demand below historic levels, many of which are
in higher-margin categories such as Apparel and Accessories, we took actions to help manage that inventory, such
as slowing or cancelling purchase orders and paying related cancellation fees, asking vendors to store excess
inventory on their premises, and accelerating markdowns of inventory. Those increased costs, along with lost sales
for those higher-margin products, have at times negatively affected, and may continue to negatively affect, our
profitability. Our vendors have been and may be affected by the COVID-19 pandemic in differing ways. Some
financially distressed vendors may be unable to survive the COVID-19 pandemic, which would require us to seek
alternative vendors, while others are having difficulty supplying us products in the quantities our guests seek, which
could negatively affect our results of operations.
Nearly all of our stores, digital channels, and distribution centers have remained open during the COVID-19
pandemic. We have incurred significant SG&A expenses related to efforts to protect the health and well-being of our
guests and team members. Most of our headquarters operations have transitioned to remote working
arrangements, which has amplified our already extensive reliance on computer systems and on our continued and
unimpeded access to the Internet to use those systems. During parts of the COVID-19 pandemic, we have had to
temporarily alter other parts of our operations, including adjusting our in-store returns process, suspending physical
inventory counts at our stores, metering guest traffic, reducing store hours, and, in some locations, restricting
access to “non-essential” sections of our stores due to emergency state or local operating restrictions. Those
temporary alterations to our operations have at times negatively affected, and in the future could negatively affect,
the guest experience, sales, and our results of operations. In addition, if guests or team members have negative
perceptions about the cleanliness and safety of our stores in light of the COVID-19 pandemic, our reputation, the
guest experience, sales, and our results of operations could be adversely affected.
During the COVID-19 pandemic some of our competitors were forced to temporarily suspend or limit their
operations. In addition, many guests significantly reduced their spending on dining, travel, lodging, and other leisure
activities outside their homes. Both of those factors may have contributed to our increased sales during the
COVID-19 pandemic. As our competitors return to full operations and guests return to spending on those other
categories, it could lead to lower sales than we experienced during the COVID-19 pandemic, which could negatively
affect our results of operations.
A continued and prolonged deterioration in the health in the U.S. economy could lead to a reduction in our sales in
the future, which could magnify any negative effects of the COVID-19 pandemic on our results of operations and
negatively and materially affect additional areas of our business, such as asset impairment evaluations and the
amount of credit card profit-sharing revenue payments we receive from TD Bank Group (TD).
The full extent of the impact of the COVID-19 pandemic on our business, financial position, and results of
operations may not be known for an extended period and will depend on future developments, many of which are
outside of our control, including the duration and spread of the COVID-19 pandemic, the availability and
effectiveness of the COVID-19 vaccines, and related actions taken by the U.S., state, local, and international
governments, which are uncertain and cannot be predicted. If the COVID-19 pandemic continues without
improvement or worsens, its impacts could be more prolonged and may become more severe. The fluidity of this
situation limits our ability to predict the ultimate impact of COVID-19 on our business, financial condition, and
financial performance, which could be material.
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. 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.
9
TARGET CORPORATION
2020 Form 10-K
RISK FACTORS
Table of Contents
Index to Financial Statements
These same considerations impact the success of our credit card program. We share in the profits generated by the
credit card program with 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.
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, three of our 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 COVID-19 pandemic, 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 350,000 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. In addition to our United States operations, we have support offices in India and China, and any
extended disruption of our operations in our different 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
2020 Form 10-K
10
RISK FACTORS & UNRESOLVED STAFF COMMENTS
Table of Contents
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.
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 its independent contractor network as employees, it could result in higher
compensation and benefit costs.
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, including the Foreign Corrupt Practices Act and local anti-bribery laws, we could be subject 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.
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.
11
TARGET CORPORATION
2020 Form 10-K
PROPERTIES
Table of Contents
Index to Financial Statements
Item 2. Properties
Stores as of
January 30, 2021
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
307
42
21
3
5
126
50
7
6
99
32
21
17
14
15
5
40
49
53
73
6
35
Retail Sq. Ft.
(in thousands)
Stores as of
January 30, 2021
3,132 Montana
504 Nebraska
6,080 Nevada
1,165 New Hampshire
36,968 New Jersey
6,244 New Mexico
2,731 New York
440 North Carolina
342 North Dakota
17,142 Ohio
6,814 Oklahoma
1,111 Oregon
664 Pennsylvania
12,131 Rhode Island
4,185 South Carolina
2,859 South Dakota
2,385 Tennessee
1,571 Texas
2,120 Utah
630 Vermont
4,960 Virginia
5,506 Washington
6,286 West Virginia
10,315 Wisconsin
743 Wyoming
4,608
Total
Stores and Distribution Centers as of January 30, 2021
Owned
Leased
Owned buildings on leased land
Total
Stores
7
14
18
9
47
10
87
51
4
64
15
20
75
4
19
5
30
153
14
1
60
40
6
36
2
Retail Sq. Ft.
(in thousands)
777
2,005
2,262
1,148
5,992
1,185
10,289
6,540
554
7,829
2,167
2,312
9,094
517
2,359
580
3,816
21,029
1,950
60
7,754
4,424
755
4,427
187
1,897
241,648
Stores
1,526
214
157
1,897
Distribution
Centers (a)
34
10
—
44
(a)
The 44 distribution centers have a total of 54.3 million square feet.
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 11 and 17 to
Part II, Item 8, Financial Statements and Supplementary Data (the Financial Statements).
TARGET CORPORATION
2020 Form 10-K
12
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 described below relate to certain prior
disclosures by Target about its expansion of retail operations into Canada (the Canada Disclosure).
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 (the 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.
On April 10, 2020, the U.S. Court of Appeals for the Eighth Circuit (the Appeals Court) affirmed the prior
decision by the Court dismissing the Federal Securities Law Class Actions. The plaintiffs did not seek
further review, so this matter is now concluded.
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. On July 28, 2020, the Appeals Court
affirmed the prior decision by the Court dismissing the Second ERISA Class Action. The plaintiffs did not
seek further review, so this matter is now concluded.
Item 4. Mine Safety Disclosures
Not applicable.
13
TARGET CORPORATION
2020 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
Katie M. Boylan
Executive Vice President and Chief Communications Officer since February 2021.
Senior Vice President and Chief Communications Officer from January 2019 to
February 2021. Senior Vice President, Communications from June 2017 to January
2019. Vice President, Communications from December 2015 to June 2017.
Chairman of the Board and Chief Executive Officer since August 2014.
Brian C. Cornell
Michael J. Fiddelke Executive Vice President and Chief Financial Officer since November 2019. Senior
Melissa K. Kremer Executive Vice President and Chief Human Resources Officer since January 2019.
Rick H. Gomez
A. Christina
Hennington
Don H. Liu
Michael E.
McNamara
John J. Mulligan
Jill K. Sando
Mark J. Schindele
Cara A. Sylvester
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.
Executive Vice President and Chief Food and Beverage Officer since February 2021.
Executive Vice President and Chief Marketing, Digital & Strategy Officer from
December 2019 to February 2021. 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 Growth Officer since February 2021. Executive
Vice President and Chief Merchandising Officer, Hardlines, Essentials and
Capabilities from January 2020 to February 2021. 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, Talent and Organizational Effectiveness from October 2017 to
January 2019. Vice President, Human Resources, Merchandising, Strategy &
Innovation, from September 2015 to October 2017.
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 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.
Executive Vice President and Chief Operating Officer since September 2015.
Executive Vice President and Chief Merchandising Officer since February 2021.
Executive Vice President and Chief Merchandising Officer, Style and Owned Brands
from January 2020 to February 2021. 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 Marketing & Digital Officer since February 2021.
Senior Vice President, Home from March 2019 to February 2021. Vice President,
Beauty & Dermstore from June 2017 to March 2019. From March 2014 to June 2017,
Ms. Sylvester held different leadership positions in Housewares.
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
44
62
44
51
46
43
59
56
55
52
52
43
53
TARGET CORPORATION
2020 Form 10-K
14
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 4, 2021, there were 13,760 shareholders of record. Dividends declared per share for
the twelve months ended January 30, 2021, February 1, 2020, and February 2, 2019, are disclosed on our
Consolidated Statements of Shareholders' Investment.
On September 19, 2019, our Board of Directors authorized a $5 billion share repurchase program with no stated
expiration. We began repurchasing shares under the authorization during the first quarter of 2020. Under the
program, we have repurchased 4.6 million shares of common at an average price of $105.80, for a total investment
of $484 million. As of January 30, 2021, the dollar value of shares that may yet be purchased under the program is
$4.5 billion. There were no Target common stock purchases made during the three months ended January 30,
2021, by Target or any "affiliated purchaser" of Target, as defined in Rule 10b-18(a)(3) under the Exchange Act.
15
TARGET CORPORATION
2020 Form 10-K
OTHER INFORMATION
Table of Contents
Index to Financial Statements
Target
S&P 500 Index
Current Peer Group
Previous Peer Group
$
January 30,
2016
100.00 $
100.00
100.00
100.00
2017
90.84 $
Fiscal Years Ended
January 28, February 3, February 2, February 1,
2020
175.54 $
180.37
201.97
202.85
2018
108.44 $
148.47
159.84
160.34
2019
109.33 $
148.38
166.68
167.11
120.87
111.09
111.11
January 30,
2021
292.98
211.48
280.21
283.29
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 16 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
Home Depot, Inc., Kohl's Corporation, The Kroger Co., Lowe's Companies, Inc., Macy's, Inc., Nordstrom, Inc., Rite
Aid 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 Albertsons
Companies, Inc., The Gap, Inc., and Ross Stores, Inc. (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 9, 2021, 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 29, 2016, and
reinvestment of all dividends.
Item 6. Selected Financial Data
Not applicable.
TARGET CORPORATION
2020 Form 10-K
16
DollarsComparison of Cumulative Five Year Total ReturnTargetS&P 500 IndexCurrent Peer GroupPrevious Peer Group1/30/161/28/172/3/182/2/192/1/201/30/21050100150200250300350
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
EXECUTIVE OVERVIEW & FINANCIAL SUMMARY
Index to Financial Statements
Executive Overview
While our business was materially affected by the COVID-19 pandemic, resulting in significantly higher sales and
profits in 2020, the pandemic highlighted the importance of our multi-category portfolio and our decision to put our
stores at the center of our strategy. In 2020, we continued to make strategic investments to support our durable
operating and financial model that further differentiates Target and is designed to drive sustainable sales and profit
growth. We have done this through an investment strategy focused on:
Elevating the Shopping Experiences and Winning with High-Touch Service
• We remodeled 132 stores during 2020.
• We opened 30 new stores, including 29 additional small format stores in key urban markets and on college
campuses.
• We invested significantly in our team, including a $15/hour minimum hourly wage for US team members,
recognition bonuses, and certain other benefits in light of the COVID-19 pandemic.
• We made significant investments in the health and safety of team members and guests.
Curation at Scale
• We continued the steady stream of newness and exclusives across our assortment and continued to introduce
new owned brands. We expanded the assortment of our Food & Beverage owned brand, Good & GatherTM,
which launched in 2019 and has become our largest selling food brand.
• We announced a partnership with Ulta Beauty under which we will operate Ulta Beauty at Target, a shop-in-
shop experience debuting on Target.com and in more than 100 Target locations beginning in 2021, with plans to
scale to hundreds more over time.
Delivering Ease and Convenience through Same-Day Services
• We expanded our digital fulfillment capabilities, including fresh and frozen Food & Beverage products added to
Order Pickup and Drive Up. During 2020, over 50 percent of our comparable digital sales growth was driven by
same-day fulfillment options: Order Pickup, Drive Up, and delivery via Shipt.
Financial Summary
2020 included the following notable items:
• GAAP diluted earnings per share were $8.64.
• Adjusted diluted earnings per share were $9.42.
• Total revenue increased 19.8 percent, driven by an increase in comparable sales.
• Comparable sales increased 19.3 percent, driven by a 15.0 percent increase in average transaction amount.
◦ Comparable store originated sales grew 7.2 percent.
◦ Comparable digital originated sales increased 145 percent.
• Operating income of $6.5 billion was 40.4 percent higher than the comparable prior-year period.
• We repurchased $1.77 billion of debt before its maturity at a market value of $2.25 billion, resulting in a loss of
$512 million.
Sales were $92.4 billion for 2020, an increase of $15.3 billion, or 19.8 percent, from the prior year. Operating cash
flow provided by continuing operations was $10.5 billion for 2020, an increase of $3.4 billion, or 48.3 percent, from
$7.1 billion for 2019.
17
TARGET CORPORATION
2020 Form 10-K
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
EXECUTIVE OVERVIEW & FINANCIAL SUMMARY
Index to Financial Statements
Earnings Per Share From
Continuing Operations
GAAP diluted earnings per share
Adjustments
Adjusted diluted earnings per share
$
$
2020
8.64
0.78
$
2019
6.34
0.05
$
9.42 $
6.39 $
Percent Change
2018
2020/2019
2019/2018
5.50
(0.10)
5.39
36.3 %
15.4 %
47.4 %
18.4 %
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 23.
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
January 30, 2021, after-tax ROIC was 23.5 percent, compared with 16.0 percent for the trailing twelve months
ended February 1, 2020. The calculation of ROIC is provided on page 24.
COVID-19
On March 11, 2020, the World Health Organization declared the novel coronavirus disease (COVID-19) a pandemic,
and on March 13, 2020, the United States declared a national emergency. The rapid development and fluidity of this
situation limits our ability to predict the ultimate impact of COVID-19 on our business, financial condition and
financial performance, which has been and could continue to be material. States and local governments have taken
various measures in response to COVID-19, including mandating the closure of certain businesses and
encouraging or requiring citizens to avoid large gatherings. We have implemented numerous safety measures to
protect our guests and team members — such as mandating face masks for all team members and guests in our
stores, more rigorous cleaning processes, providing disposable face masks, gloves and thermometers for team
members, installing distancing markers at stores, limiting guest levels within our stores, and installing partitions at all
stores. To date, virtually all of our stores, digital channels, and distribution centers have remained open.
As the pandemic has evolved, we have experienced unusually strong sales, as guests rely on Target for essential
items like food, medicine, cleaning products, and household stock-up items, as well as merchandise associated with
guests spending more time at home. Underlying this trend, we saw significant volatility in our sales mix, including
both category and channel sales mix and same-day fulfillment options.
• During the first quarter, comparable sales increased 10.8 percent, reflecting a 0.9 percent increase in store
originated comparable sales and a 141 percent increase in digitally originated comparable sales. The
quarter began with strength across our multi-category portfolio, followed by a shift to strong comparable
sales growth in our Food & Beverage and Beauty & Household Essentials core merchandising categories
and significant comparable sales declines in Apparel & Accessories. Comparable sales in Apparel &
Accessories recovered notably beginning mid-April.
• During the second through fourth quarters, comparable sales increased 21.7 percent, reflecting store
originated comparable sales growth of 9.1 percent, and an increase in digitally originated comparable sales
of 146 percent. Comparable sales growth was strong across our multi-category portfolio, with slightly higher
growth in lower-margin categories.
For the year ended January 30, 2021, gross margin was negatively impacted by changes in both our category and
channel sales mix. Additionally, gross margin reflects the portion of investments in pay and benefits classified within
Cost of Sales. Exceptionally low clearance and promotional markdown rates partially offset these pressures.
Our SG&A expenses include significant incremental costs related to investments in pay and benefits for store team
members, the spikes in merchandise volume in stores and the supply chain, incremental safety and cleaning
supplies, and the impact of additional team member hours dedicated to more rigorous cleaning routines in our
facilities. From an SG&A expense rate perspective, these incremental costs were more than offset by cost leverage
resulting from exceptionally strong sales growth.
To support our team and minimize potential disruptions in their work to serve our guests, we modified our plans for
some of our strategic initiatives, including our previously announced remodel program. We completed 132 remodels
TARGET CORPORATION
2020 Form 10-K
18
FINANCIAL SUMMARY & ANALYSIS OF OPERATIONS
Index to Financial Statements
in 2020, down from the previous expectation of approximately 300. Similarly, we opened 29 new small format stores
in 2020, rather than the 36 previously announced.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
During the first quarter 2020, we issued $2.5 billion of 5-year and 10-year notes in an effort to increase our cash on
hand. Additionally, we entered into a $900 million 364-day credit facility, increasing our total undrawn committed
credit facilities to $3.4 billion. Our operating performance during the second and third quarters of 2020 and financial
position allowed us to repurchase $1.77 billion of debt before its maturity at a market value of $2.25 billion in
October 2020 and terminate the 364-day credit facility in November 2020. Note 17 to the Consolidated Financial
Statements and the Liquidity and Capital Resources section provide additional information.
Sale of Dermstore
In February 2021, we sold Dermstore LLC (Dermstore) for approximately $350 million, subject to working capital
and other closing adjustments. We expect to recognize a pre-tax gain in excess of $300 million in the first quarter of
2021. Dermstore represented less than 1 percent of our consolidated revenues, operating income and net assets.
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
Percent Change
$
$
2020
92,400
1,161
93,561
66,177
18,615
$
2019
77,130
982
78,112
54,864
16,233
2018 2020/2019 2019/2018
3.6 %
19.8 %
6.3
18.2
3.7
19.8
2.9
20.6
3.2
14.7
74,433
923
75,356
53,299
15,723
2,230
6,539 $
2,357
4,658 $
2,224
4,110
(5.4)
40.4 %
6.0
13.3 %
$
Rate Analysis
Gross margin rate
SG&A expense rate
Depreciation and amortization (exclusive of depreciation included in
cost of sales) expense rate
Operating income margin rate
2020
28.4 %
19.9
2.4
7.0
2019
28.9 %
20.8
3.0
6.0
2018
28.4 %
20.9
3.0
5.5
Note: Gross margin rate is calculated as gross margin (sales less cost of sales) divided by sales. All other rates are
calculated by dividing the applicable amount by total revenue.
A discussion regarding Results of Operations and Analysis of Financial Condition for the year ended February 1,
2020, as compared to the year ended February 2, 2019, is included in Part II, Item 7, MD&A to our Annual Report
on Form 10-K for the fiscal year ended February 1, 2020.
19
TARGET CORPORATION
2020 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 3 to the
Financial Statements defines gift card "breakage." We use comparable sales to evaluate the performance of our
stores and digital channel sales by measuring the change in sales for a period over the comparable, prior-year
period of equivalent length. Comparable sales include all sales, except sales from stores open less than 13 months,
digital acquisitions we have owned less than 13 months, stores that have been closed, and digital acquisitions that
we no longer operate. Comparable sales measures vary across the retail industry. As a result, our comparable sales
calculation is not necessarily comparable to similarly titled measures reported by other companies. Digitally
originated sales include all sales initiated through mobile applications and our websites. Our stores fulfill the majority
of digitally originated sales, including shipment from stores to guests, store Order Pickup or Drive Up, and delivery
via Shipt. Digitally originated sales may also be fulfilled through our distribution centers, our vendors, or other third
parties.
Sales growth – from both comparable sales and new stores – represents an important driver of our long-term
profitability. We expect that comparable sales growth will drive the majority of our total sales growth. We believe that
our ability to successfully differentiate our guests’ shopping experience through a careful combination of
merchandise assortment, price, convenience, guest experience, and other factors will over the long-term drive both
increasing shopping frequency (traffic) and the amount spent each visit (average transaction amount).
The increase in 2020 sales compared to 2019 is due to a 19.3 percent comparable sales increase and the
contribution from new stores. The COVID-19 pandemic has affected the amount and mix of sales across channels
and categories.
Comparable Sales
Comparable sales change
Drivers of change in comparable sales
Number of transactions
Average transaction amount
Contribution to Comparable Sales Change
Stores originated channel comparable sales change
Contribution from digitally originated sales to comparable sales
Total comparable sales change
Note: Amounts may not foot due to rounding.
Sales by Channel
Stores originated
Digitally originated
Total
2020
19.3 %
2019
2018
3.4 %
5.0 %
3.7
15.0
2.7
0.7
5.0
0.1
2020
2019
2018
7.2 %
12.1
19.3 %
1.4 %
1.9
3.4 %
3.2 %
1.8
5.0 %
2020
82.1 %
17.9
100 %
2019
91.2 %
8.8
100 %
2018
92.9 %
7.1
100 %
TARGET CORPORATION
2020 Form 10-K
20
MANAGEMENT'S DISCUSSION AND ANALYSIS
ANALYSIS OF OPERATIONS
Table of Contents
Index to Financial Statements
Sales by Product Category
Apparel and accessories
Beauty and household essentials
Food and beverage
Hardlines
Home furnishings and décor
Total
2020
2019
2018
16 %
26
20
18
20
100 %
19 %
27
19
16
19
100 %
18 %
26
20
17
19
100 %
Note 3 to the Financial Statements provides additional product category sales information. The collective interaction
of a broad array of macroeconomic, competitive, and consumer behavioral factors, as well as sales mix, and
transfer of sales to new stores makes further analysis of sales metrics infeasible.
TD Bank Group offers credit to qualified guests through Target-branded credit cards: the Target Credit Card and the
Target MasterCard Credit Card (Target Credit Cards). Additionally, we offer a branded proprietary Target Debit Card.
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 sales increased for all years presented
below; however, RedCard penetration declined as total Sales increased at a faster pace.
RedCard Penetration
Target Debit Card
Target Credit Cards
Total RedCard Penetration
Note: Amounts may not foot due to rounding.
Gross Margin Rate
2020
12.3 %
9.2
21.5 %
2019
12.6 %
10.7
23.3 %
2018
13.0 %
10.9
23.8 %
Our gross margin rate was 28.4 percent in 2020 and 28.9 percent in 2019. This decrease reflected increased digital
fulfillment and supply chain costs (stemming from unusually strong growth in digital volume combined with the
impact of higher pay and benefit costs classified within Cost of Sales) and the impact of category sales mix, as
sales growth was strongest in lower-margin categories. The decrease was partially offset by the net impact of
merchandising actions, most notably the benefit of exceptionally low clearance and promotional markdown rates.
21
TARGET CORPORATION
2020 Form 10-K
28.9%1.5%(1.1)%(0.9)%28.4%2019GMRateMerchandisingActionsDigital Fulfillment &Supply ChainCategoryMix2020GMRate
Selling, General and Administrative (SG&A) Expense Rate
MANAGEMENT'S DISCUSSION AND ANALYSIS
ANALYSIS OF OPERATIONS
Table of Contents
Index to Financial Statements
Our SG&A expense rate was 19.9 percent in 2020 and 20.8 percent in 2019. Incremental team member pay and
benefits and investments to protect the health and safety of guests represented approximately $1.5 billion of the
$2.4 billion increase in SG&A expenses for the year ended January 30, 2021, compared with the prior-year periods.
From a rate perspective, these increased costs were more than offset by leverage resulting from strong revenue
growth.
Store Data
Change in Number of Stores
Beginning store count
Opened
Closed
Ending store count
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
2020
1,868
30
(1)
1,897
2019
1,844
26
(2)
1,868
Number of Stores
Retail Square Feet (a)
January 30,
2021
273
February 1,
2020
272
January 30,
2021
48,798
February 1,
2020
48,619
1,509
115
1,897
1,505
91
1,868
189,508
189,227
3,342
2,670
241,648
240,516
(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 $977 million and $477 million for 2020 and 2019, respectively.
The increase was primarily due to a $512 million loss on early retirement of debt in 2020.
Provision for Income Taxes
Our 2020 effective income tax rate from continuing operations was 21.2 percent compared with 22.0 percent in
2019. The effective tax rate for 2020 reflects a larger rate benefit from discrete items, primarily related to share-
based payments and resolution of certain income tax matters, partially offset by the rate impact of higher earnings,
compared with the prior year.
Note 19 to the Financial Statements provides additional information.
TARGET CORPORATION
2020 Form 10-K
22
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
2020
2019
2018
(millions, except per share data)
Pretax
Net of Per Share
Amounts
Tax
Pretax
Net of Per Share
Amounts
Tax
Pretax
Net of Per Share
Amounts
Tax
GAAP diluted earnings per share from
continuing operations
Adjustments
Loss on debt extinguishment
Loss on investment (a)
Tax Act (b)
Other (c)
Other income tax matters (d)
Adjusted diluted earnings per share from
continuing operations
$
8.64
$
6.34
$
5.50
$
512 $ 379 $
0.75
$
10 $
8 $
0.01 $ — $ — $
19
—
28
—
14
—
20
(21)
0.03
—
0.04
(0.04)
41
—
(17)
—
31
—
(13)
—
0.06
—
(0.02)
—
—
—
—
—
—
(36)
—
(18)
—
—
(0.07)
—
(0.03)
$
9.42
$
6.39
$
5.39
Note: Amounts may not foot due to rounding.
(a)
(b)
(c)
(d)
Represents a loss on our investment in Casper Sleep Inc. (Casper), which is not core to our continuing
operations.
Represents discrete items related to the Tax Act. Refer to Note 19 to the Financial Statements.
For 2020, includes store damage and inventory losses related to civil unrest, net of insurance recoveries.
For 2019, 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 (a)
EBITDA
2020
2019
$
4,368 $
3,269 $
1,178
977
921
477
Percent Change
2018 2020/2019 2019/2018
11.6 %
33.6 %
2,930
23.4
27.9
746
461
105.1
$
$
6,523 $
4,667 $
2,485
2,604
9,008 $
7,271 $
4,137
2,474
6,611
39.8 %
(4.6)
23.9 %
3.3
12.8 %
5.3
10.0 %
(a)
23
Represents total depreciation and amortization, including amounts classified within Depreciation and
Amortization and within Cost of Sales.
TARGET CORPORATION
2020 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
January 30,
2021
6,539 $
February 1,
2020
4,658
$
(16)
6,523
87
1,404
$
5,206 $
9
4,667
86
1,045
3,708
Denominator
Current portion of long-term debt and other borrowings
+ Noncurrent portion of long-term debt
+ Shareholders' investment
+ Operating lease liabilities (c)
- Cash and cash equivalents
Invested capital
Average invested capital (d)
January 30,
2021
1,144
$
February 1,
2020
161
$
February 2,
2019
1,052
$
11,536
14,440
2,429
8,511
11,338
11,833
2,475
2,577
10,223
11,297
2,170
1,556
$
$
21,038
22,134
$
$
23,230
$
23,186
23,208
After-tax return on invested capital
23.5 %
16.0 %
(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 21.2 percent and 22.0 percent
for the trailing twelve months ended January 30, 2021, and February 1, 2020, respectively. For the trailing
twelve months ended January 30, 2021, and February 1, 2020, includes tax effect of $1.4 billion and $1.0
billion, respectively, related to EBIT, and $18 million and $19 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, respectively.
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
2020 Form 10-K
24
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
ANALYSIS OF FINANCIAL CONDITION
Index to Financial Statements
Analysis of Financial Condition
Liquidity and Capital Resources
Capital Allocation
We follow a disciplined and balanced approach to capital allocation based on the following priorities, ranked in order
of importance: first, we fully invest in opportunities to profitably grow our business, create sustainable long-term
value, and maintain our current operations and assets; second, we maintain a competitive quarterly dividend and
seek to grow it annually; and finally, we return any excess cash to shareholders by repurchasing shares within the
limits of our credit rating goals.
In response to COVID-19, we suspended our share repurchase program in March 2020. In November 2020, we
lifted the share repurchase suspension and, in February 2021, began repurchasing shares. We believe our sources
of liquidity will continue to be adequate to maintain operations, finance anticipated expansion and strategic
initiatives, fund debt maturities, pay dividends, and execute purchases under our share repurchase program for the
foreseeable future. We continue to anticipate ample access to commercial paper and long-term financing.
Our period-end cash and cash equivalents balance increased to $8.5 billion from $2.6 billion in 2019. Our cash and
cash equivalents balance includes short-term investments of $7.6 billion and $1.8 billion as of January 30, 2021,
and February 1, 2020, respectively. Our investment policy is designed to preserve principal and liquidity of our
short-term investments. This policy allows investments in large money market funds or in highly rated direct short-
term instruments that mature in 60 days or less. We also place dollar limits on our investments in individual funds or
instruments.
Operating Cash Flows
Operating cash flow provided by continuing operations was $10.5 billion in 2020 compared with $7.1 billion in 2019.
The increase reflects stronger operating performance combined with higher payables leverage during 2020 due to
increased inventory turnover driven by strong sales, compared with 2019. Additionally, operating cash flows for
2020 reflect increased payroll-related liabilities, including the deferral of employer social security tax payments and
higher incentive compensation.
Inventory
Year-end inventory was $10.7 billion, compared with $9.0 billion in 2019. Inventory levels were higher as of
January 30, 2021, compared with February 1, 2020, reflecting efforts to align inventory with sales trends.
25
TARGET CORPORATION
2020 Form 10-K
Capital Expenditures
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
ANALYSIS OF FINANCIAL CONDITION
Index to Financial Statements
Capital expenditures decreased in 2020 from the prior year as we modified plans for some of our strategic
initiatives, including store remodels and new store openings, as a result of COVID-19. We have completed over 800
remodels since the launch of the current program in 2017, including 132 in 2020. We expect to complete 150 full-
store remodels and open 30 to 40 new stores during 2021.
In addition to these cash investments, we entered into leases related to new stores in 2020, 2019, and 2018 with
total future minimum lease payments of $764 million, $669 million, and $473 million, respectively, and new leases
related to our supply chain with total future minimum lease payments of $442 million, $185 million, and $11 million,
respectively.
We expect capital expenditures in 2021 of approximately $4.0 billion to support remodels, new stores, and supply
chain projects to add replenishment capacity and modernize the network, including sortation centers. Beyond full-
store remodels, we will invest in optimizing front-end space in our highest-volume locations, increasing the
efficiency of our Pickup and Drive Up services, as well as the build-out of Ulta Beauty shop-in-shops. We also
expect to continue to invest in new store and supply chain leases.
Dividends
We paid dividends totaling $1.3 billion ($2.68 per share) in 2020 and $1.3 billion ($2.60 per share) in 2019, a per
share increase of 3.1 percent. We declared dividends totaling $1.4 billion ($2.70 per share) in 2020 and $1.3 billion
($2.62 per share) in 2019, 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 2020 and 2019 we returned $609 million and $1.5 billion, respectively, to shareholders through share
repurchase. See Part II, Item 5, Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities of this Annual Report on Form 10-K and Note 21 to the Financial Statements for
more information.
TARGET CORPORATION
2020 Form 10-K
26
$ (Millions)$2,699$1,953$1,406$249$263$326$568$811$917$3,516$3,027$2,649Existing store investmentsNew storesInformation technology, supply chain, and other201820192020$0$1,000$2,000$3,000$4,000
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
January 30, 2021, 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.
In 2020, we funded our holiday sales period working capital needs through internally generated funds. In 2019, 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 2020 or 2019.
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 January 30, 2021, no notes or debentures contained provisions
requiring acceleration of payment upon a credit rating downgrade, except that certain outstanding notes allow the
note holders to put the notes to us if within a matter of months of each other we experience both (i) a change in
control and (ii) our long-term credit ratings are either reduced and the resulting rating is non-investment grade, or
our long-term credit ratings are placed on watch for possible reduction and those ratings are subsequently reduced
and the resulting rating is non-investment grade.
Note 16 to the Financial Statements provides additional information.
Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with GAAP, which requires us to make estimates
and apply judgments that affect the reported amounts. In the Notes to 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. Salability can be impacted by consumer preferences and seasonality, among other
factors. We believe the risk of inventory obsolescence is largely mitigated because our inventory typically turns in
less than three months. Inventory was $10.7 billion and $9.0 billion as of January 30, 2021, and February 1, 2020,
respectively, and is further described in Note 9 to the Financial Statements.
Vendor income: We receive various forms of consideration from our vendors (vendor income), principally earned
as a result of volume rebates, markdown allowances, promotions, and advertising allowances. Substantially all
vendor income is recorded as a reduction of cost of sales. Vendor income earned can vary based on a number of
factors, including purchase volumes, sales volumes, and our pricing and promotion strategies.
27
TARGET CORPORATION
2020 Form 10-K
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
ANALYSIS OF FINANCIAL CONDITION
Index to Financial Statements
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
$504 million and $464 million as of January 30, 2021, and February 1, 2020, respectively. Vendor income is
described further in Note 5 to the Financial Statements.
Long-lived assets: Long-lived assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amounts may not be recoverable. The evaluation is performed primarily at the store level.
An impairment loss 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 $62 million, $23 million, and
$92 million in 2020, 2019, and 2018, respectively, which are described further in Note 11 to the Financial
Statements.
Insurance/self-insurance: We retain a substantial portion of the risk related to certain general liability, workers'
compensation, property loss, and team member medical and dental claims. However, we maintain stop-loss
coverage to limit the exposure related to certain risks. Liabilities associated with these losses include estimates of
both claims filed and losses incurred but not yet reported. We use actuarial methods which consider a number of
factors to estimate our ultimate cost of losses. General liability and workers' compensation liabilities are recorded
based on our estimate of their net present value; other liabilities referred to above are not discounted. Our workers'
compensation and general liability accrual was $510 million and $465 million as of January 30, 2021, and
February 1, 2020, 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
$25 million in 2020. Historically, adjustments to our estimates have not been material. Refer to Part II, Item 7A,
Quantitative and Qualitative Disclosures About Market Risk, for further disclosure of the market risks associated
with these exposures. We maintain insurance coverage to limit our exposure to certain events, including network
security matters.
Income taxes: We pay income taxes based on the tax statutes, regulations, and case law of the various
jurisdictions in which we operate. Significant judgment is required in determining the timing and amounts of
deductible and taxable items, and in evaluating the ultimate resolution of tax matters in dispute with tax authorities.
The benefits of uncertain tax positions are recorded in our financial statements only after determining it is likely the
uncertain tax positions would withstand challenge by taxing authorities. We periodically reassess these probabilities
and record any changes in the financial statements as appropriate. Liabilities for uncertain tax positions, including
interest and penalties, were $193 million and $188 million as of January 30, 2021, and February 1, 2020,
respectively. 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 19 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 vary depending on each team member's full-time or part-time status,
date of hire, age, length of service, and/or compensation. The benefit obligation and related expense for these plans
are determined based on actuarial calculations using assumptions about the expected long-term rate of return, the
discount rate, compensation growth rates, mortality, and retirement age. These assumptions, with adjustments
made for any significant plan or participant changes, are used to determine the period-end benefit obligation and
establish expense for the next year.
Our 2020 expected long-term rate of return on plan assets of 6.10 percent was determined by the portfolio
composition, historical long-term investment performance, and current market conditions. A 1 percentage point
decrease in our expected long-term rate of return would increase annual expense by $40 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.
TARGET CORPORATION
2020 Form 10-K
28
NEW ACCOUNTING PRONOUNCEMENTS & FORWARD-LOOKING STATEMENTS
Index to Financial Statements
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 $59 million.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
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 24 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 15 to the Financial Statements for further
information on contingencies.
New Accounting Pronouncements
We do not expect that any recently issued accounting pronouncements will have a material effect on our financial
statements.
Forward-Looking Statements
This report contains forward-looking statements, which are based on our current assumptions and expectations.
These statements are typically accompanied by the words "expect," "may," "could," "believe," "would," "might,"
"anticipates," or similar words. The principal forward-looking statements in this report include: our financial
performance, statements regarding the adequacy of and costs associated with our sources of liquidity, the funding
of debt maturities, the continued execution of our share repurchase program, our expected capital expenditures and
new lease commitments, the expected compliance with debt covenants, the expected impact of new accounting
pronouncements, our intentions regarding future dividends, 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, liabilities, and vendor income, 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, future responses to and effects of the COVID-19 pandemic, and changes in our
assumptions and expectations.
All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995, as amended. Although we believe
there is a reasonable basis for the forward-looking statements, our actual results could be materially different. The
most important factors which could cause our actual results to differ from our forward-looking statements are set
forth 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.
29
TARGET CORPORATION
2020 Form 10-K
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
QUANTITATIVE AND QUALITATIVE DISCLOSURES
Index to Financial Statements
As of January 30, 2021, 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 January 30, 2021, our floating rate short-term investments exceeded our floating rate debt by approximately
$6.1 billion. Based on our balance sheet position as of January 30, 2021, 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 increase our earnings before income taxes by $6 million. 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 and
economic environments. For example, our short-term investments as of January 30, 2021, exceeded our floating
rate debt due to operating cash flow acceleration driven by strong operating results, as well as the temporary
suspension of share repurchases and reduced capital expenditures in the uncertain environment. See further
description of our debt and derivative instruments in Notes 16 and 17 to the Financial Statements.
The United Kingdom's Financial Conduct Authority has announced the intent to phase out LIBOR over the next
several years. We do not expect the phase out to materially impact our financial statements, liquidity or 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 January 30, 2021, the annualized
effect of a 0.5 percentage point decrease in interest rates would be to decrease earnings before income taxes by
$5 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 in the weighted
average discount rate would increase annual expense by $59 million. To protect against declines in interest rates,
we hold high-quality, long-duration bonds and derivative instruments in our pension plan trust. At year-end, we had
hedged 65 percent of the interest rate exposure of our plan liabilities.
As more fully described in Note 23 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.
TARGET CORPORATION
2020 Form 10-K
30
Item 8. Financial Statements and Supplementary Data
FINANCIAL STATEMENTS
INDEX
Table of Contents
Index to Financial Statements
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
Coronavirus (COVID-19)
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
31
TARGET CORPORATION
2020 Form 10-K
32
35
36
37
38
39
40
40
40
41
42
43
43
43
44
44
44
45
45
45
46
46
47
48
48
51
53
53
53
55
56
60
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, financial reporting and audits to assess whether their quality, integrity, and objectivity are sufficient to protect shareholders'
investments.
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 10, 2021
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 January 30, 2021
and February 1, 2020, the related consolidated statements of operations, comprehensive income, cash flows and shareholders' investment for
each of the three years in the period ended January 30, 2021, 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 January 30, 2021 and February 1, 2020, and the results of its operations and its cash flows for each of the three years in the period ended
January 30, 2021, 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 January 30, 2021, 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
10, 2021 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.
TARGET CORPORATION
2020 Form 10-K
32
FINANCIAL STATEMENTS
REPORTS
Table of Contents
Index to Financial Statements
Valuation of Inventory and related Cost of Sales
Description of At January 30, 2021, the Corporation’s inventory was $10,653 million. As described in Note 9 to the consolidated financial
statements, the Corporation accounts for the vast majority of its inventory under the retail inventory accounting method (RIM)
the Matter
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. In addition, in March 2020, as a result of COVID-19, the Company temporarily suspended
physical inventory counts at its stores. The Company resumed physical inventory counts in June 2020 using a statistical
sampling method. Historically, the Company counted nearly all of its stores annually.
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Corporation’s
How We
Addressed the
inventory process, including the underlying IT general controls. For example, we tested automated controls performed by the
Matter in Our 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
Audit
of the automated controls by evaluating configuration settings and performing a transaction walkthrough for each scenario. In
addition, we evaluated the design and tested the effectiveness of controls over the Company’s modified store inventory count
process, including the determination of the number of stores counted and evaluation of the results from the sample it counted.
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. 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. In addition, we tested the existence of inventories by observing physical inventory counts for a
sample of stores and distribution centers.
Valuation of Vendor Income Receivables
Description of At January 30, 2021, the Corporation’s vendor income receivables totaled $504 million. As discussed in Note 5 of the
consolidated financial statements, the Corporation receives consideration for a variety of vendor-sponsored programs, which
the Matter
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
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Corporation’s
Addressed the vendor income receivable process, including controls over management’s review of the significant assumptions described
Matter in Our
Audit
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 10, 2021
33
TARGET CORPORATION
2020 Form 10-K
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 January 30, 2021, based on the
framework in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of 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.
Our internal control over financial reporting as of January 30, 2021, 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 10, 2021
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 January 30, 2021, 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 January 30, 2021, 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 January 30, 2021 and February 1, 2020, the related consolidated
statements of operations, comprehensive income, cash flows and shareholders' investment for each of the three years in the period ended
January 30, 2021, and the related notes and our report dated March 10, 2021 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 10, 2021
TARGET CORPORATION
2020 Form 10-K
34
Consolidated Statements of Operations
FINANCIAL STATEMENTS
Table of Contents
Index to Financial Statements
2020
2019
2018
$
92,400 $
77,130 $
74,433
1,161
982
93,561
78,112
66,177
54,864
18,615
16,233
923
75,356
53,299
15,723
2,230
6,539
977
16
5,546
1,178
4,368
—
2,357
4,658
477
(9)
4,190
921
3,269
12
2,224
4,110
461
(27)
3,676
746
2,930
7
4,368 $
3,281 $
2,937
8.72 $
—
8.72 $
8.64 $
—
8.64 $
6.39 $
0.02
6.42 $
6.34 $
0.02
6.36 $
5.54
0.01
5.55
5.50
0.01
5.51
500.6
505.4
—
510.9
515.6
—
528.6
533.2
—
$
$
$
$
$
except per share data)
(millions,
Sales
Other revenue
Total revenue
Cost
of sales
Selling, general and administrative expenses
Depreciation and amortization (exclusive of
of sales)
depreciation included in cost
interest expense
other (income) / expense
Operating income
Net
Net
Earnings from continuing operations before income taxes
Provision for income taxes
Net earnings from continuing
of
Discontinued operations,
Net earnings
Basic earnings per share
Continuing operations
Discontinued operations
Net earnings per share
operations
tax
net
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.
35
TARGET CORPORATION
2020 Form 10-K
FINANCIAL STATEMENTS
Table of Contents
Index to Financial Statements
Consolidated Statements of Comprehensive Income
(millions)
Net earnings
Other comprehensive income / (loss), net of tax
Pension benefit liabilities
Currency translation adjustment and cash flow hedges
Other comprehensive income / (loss)
Comprehensive income
See accompanying Notes to Consolidated Financial Statements.
2020
2019
$
4,368
$
3,281 $
2018
2,937
102
10
112
(65)
2
(63)
(52)
(6)
(58)
$
4,480
$
3,218 $
2,879
TARGET CORPORATION
2020 Form 10-K
36
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
January 30,
2021
February 1,
2020
$
8,511 $
10,653
1,592
20,756
6,141
31,557
5,914
2,765
780
2,577
8,992
1,333
12,902
6,036
30,603
6,083
2,692
533
$
$
(20,278)
(19,664)
26,879
2,227
1,386
26,283
2,236
1,358
51,248 $
42,779
12,859 $
6,122
1,144
20,125
11,536
2,218
990
1,939
9,920
4,406
161
14,487
11,338
2,275
1,122
1,724
16,683
16,459
42
6,329
8,825
(756)
14,440
42
6,226
6,433
(868)
11,833
42,779
Total liabilities and shareholders' investment
$
51,248 $
Common Stock Authorized 6,000,000,000 shares, $0.0833 par value; 500,877,129 shares issued and outstanding
as of January 30, 2021; 504,198,962 shares issued and outstanding as of February 1, 2020.
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.
37
TARGET CORPORATION
2020 Form 10-K
FINANCIAL STATEMENTS
Table of Contents
Index to Financial Statements
2020
2019
2018
$
4,368 $
—
4,368
3,281 $
12
3,269
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
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 increase / (decrease) 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.
2,937
7
2,930
2,474
132
322
—
95
(900)
(299)
1,127
89
5,970
3
5,973
(3,516)
85
15
(3,416)
—
(281)
(1,335)
(2,124)
96
(3,644)
(1,087)
2,643
1,556
476
373
130
246
2,485
200
(184)
512
86
(1,661)
(137)
2,925
1,931
10,525
—
10,525
(2,649)
42
16
(2,591)
2,480
(2,415)
(1,343)
(745)
23
(2,000)
5,934
2,577
8,511 $
939 $
1,031
428
262
2,604
147
178
10
29
505
18
140
199
7,099
18
7,117
(3,027)
63
20
(2,944)
1,739
(2,069)
(1,330)
(1,565)
73
(3,152)
1,021
1,556
2,577 $
492 $
696
379
464
TARGET CORPORATION
2020 Form 10-K
38
Consolidated Statements of Shareholders' Investment
FINANCIAL STATEMENTS
Table of Contents
Index to Financial Statements
(millions)
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
Net earnings
Other comprehensive income
Dividends declared
Repurchase of stock
Stock options and awards
January 30, 2021
Retained
Earnings
Accumulated Other
Comprehensive
(Loss) / Income
Stock
Common Stock Additional
Paid-in
Par
Capital
Shares Value
5,858 $
541.7 $ 45 $
—
—
—
(27.2)
3.3
—
—
—
(2)
—
—
—
—
—
184
6,495 $
2,937
—
(1,347)
(2,068)
—
517.8 $ 43 $
6,042 $
6,017 $
—
—
—
(16.0)
2.4
—
—
—
(1)
—
—
—
—
—
184
3,281
—
(1,345)
(1,520)
—
Total
(747) $ 11,651
—
2,937
(58)
(58)
—
—
—
(1,347)
(2,070)
184
(805) $ 11,297
—
3,281
(63)
(63)
—
—
—
(1,345)
(1,521)
184
504.2 $ 42 $
6,226 $
6,433 $
(868) $ 11,833
—
—
—
(5.7)
2.4
—
—
—
—
—
—
—
—
—
103
4,368
—
(1,367)
(609)
—
—
112
—
—
—
4,368
112
(1,367)
(609)
103
500.9 $ 42 $
6,329 $
8,825 $
(756) $ 14,440
We declared $2.70, $2.62, and $2.54 dividends per share for the twelve months ended January 30, 2021,
February 1, 2020, and February 2, 2019, respectively.
See accompanying Notes to Consolidated Financial Statements.
39
TARGET CORPORATION
2020 Form 10-K
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.
The consolidated financial statements include the balances of Target and its subsidiaries after
Consolidation
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 2020, 2019 and 2018 ended
January 30, 2021, February 1, 2020, and February 2, 2019, respectively, and consisted of 52 weeks. Fiscal 2021
will end January 29, 2022, 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.
2. Coronavirus (COVID-19)
On March 11, 2020, the World Health Organization declared the novel coronavirus disease (COVID-19) a pandemic,
and on March 13, 2020, the United States declared a national emergency. States and cities have taken various
measures in response to COVID-19, including mandating the closure of certain businesses and encouraging or
requiring citizens to avoid large gatherings. To date, virtually all of our stores, digital channels, and distribution
centers have remained open.
Throughout 2020, guest shopping patterns changed significantly and unpredictably in reaction to the COVID-19
pandemic. Four of our five core merchandise categories have experienced significant sales growth throughout the
year; however, sales of Apparel and Accessories declined significantly in the first quarter before rebounding in the
balance of the year. Note 3 provides sales by category. In response to these changes, we have taken many actions,
including accelerating purchases of certain merchandise in our core categories and slowing or canceling certain
purchase orders, primarily for Apparel and Accessories. As a result of these actions, we recorded $226 million of
purchase order cancellation fees in Cost of Sales.
TARGET CORPORATION
2020 Form 10-K
40
3. 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)
Beauty and household essentials (b)
Food and beverage (c)
Hardlines (d)
Home furnishings and décor (e)
Other
Sales
Credit card profit sharing
Other
Other revenue
2020
2019
$
14,772
$
14,304
$
24,461
18,135
16,626
18,231
175
92,400
666
495
1,161
20,616
15,039
12,595
14,430
146
77,130
680
302
982
2018
13,434
19,296
14,585
12,709
14,298
111
74,433
673
250
923
Total revenue
$
93,561 $
78,112 $
75,356
(a)
(b)
(c)
(d)
(e)
Includes apparel for women, men, boys, girls, toddlers, infants and newborns, as well as jewelry,
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.
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 January 30, 2021, February 1, 2020, and
February 2, 2019, the liability for estimated returns was $139 million, $117 million, and $116 million, respectively.
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.
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.
41
TARGET CORPORATION
2020 Form 10-K
Gift Card Liability Activity
(millions)
Gift card liability (a)
(a)
(b)
Included in Accrued and Other Current Liabilities.
Net of estimated breakage.
FINANCIAL STATEMENTS
NOTES
Table of Contents
Index to Financial Statements
Gift Cards
Issued During
Current Period
But Not
Redeemed (b)
Revenue
Recognized
From
Beginning
Liability
739 $
(639) $
February 1,
2020
935 $
$
January 30,
2021
1,035
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 $1.1 billion, $962 million, and $953 million in 2020, 2019, and 2018, respectively.
Target Circle program members earn 1 percent rewards on nearly all non-RedCard purchases. As of January 30,
2021, deferred revenue of $72 million related to this loyalty program was included in Accrued and Other Current
Liabilities. Amounts related to this program were insignificant at 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 advertising, Shipt membership and service revenues, rental income, and other miscellaneous
revenues, none of which are individually significant.
4. 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 third-party bank issued
payment cards
Litigation and defense costs and related insurance
recoveries
Other administrative costs
Note: The classification of these expenses varies across the retail industry.
TARGET CORPORATION
2020 Form 10-K
42
5. 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
believe there is a reasonable likelihood that the assumptions used in our estimate will change significantly. Note 10
provides additional information.
6. 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. Reimbursements from vendors that are for
specific, incremental, and identifiable advertising costs are recognized as offsets of these advertising costs within
Selling, General and Administrative Expenses (SG&A Expenses). Net advertising costs were $1.5 billion, $1.6
billion, and $1.5 billion in 2020, 2019, and 2018, respectively.
7. Fair Value Measurements
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
Classification
Fair Value as of
Pricing January 30, February 1,
2020
2021
Category
Short-term investments (a)
Prepaid forward contracts (b)
Equity securities (c)
Interest rate swaps
(d)
Cash and Cash Equivalents
Other Current Assets
Other Current Assets
Other Noncurrent Assets
Level 1 $
Level 1
Level 1
Level 2
7,644 $
1,810
38
—
188
23
39
137
(a)
(b)
(c)
(d)
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.
Represents our investment in Casper common stock.
Valuations are based on observable inputs to the valuation model (e.g., interest rates and credit spreads).
See Note 17 for additional information on interest rate swaps.
In 2020 and 2019, we recorded pretax losses of $19 million and $41 million, respectively, related to our investment
in Casper within Net Other (Income) / Expense. We sold our investment during 2020.
43
TARGET CORPORATION
2020 Form 10-K
Significant Financial Instruments not Measured at Fair Value (a)
FINANCIAL STATEMENTS
NOTES
Table of Contents
Index to Financial Statements
As of January 30,
2021
Fair
Value
As of February 1,
2020
Fair
Value
$ 10,643 $ 12,787 $ 9,992 $ 11,864
Carrying
Amount
Carrying
Amount
(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.
8. 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.
January 30,
2021
307 $
$
7,644
560
$
8,511 $
February 1,
2020
326
1,810
441
2,577
As of January 30, 2021, and February 1, 2020, we reclassified book overdrafts of $240 million and $209 million,
respectively, to Accounts Payable and $24 million and $23 million, respectively, to Accrued and Other Current
Liabilities.
9. 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.
10. Other Current Assets
Other Current Assets
(millions)
Accounts and other receivables
Vendor income receivable
Prepaid expenses
Other
Total
January 30,
2021
631 $
504
February 1,
2020
498
464
$
171
286
$
1,592 $
154
217
1,333
44
TARGET CORPORATION
2020 Form 10-K
11. 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 2020, 2019, and 2018 was $2.5 billion, $2.6 billion, and $2.5 billion, 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 $62 million, $23 million, and $92 million during 2020, 2019, and 2018, respectively. 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 SG&A
Expenses.
12. Other Noncurrent Assets
Other Noncurrent Assets
(millions)
Goodwill and intangible assets
Company-owned life insurance investments, net of loans
Other
Total
13. Goodwill and Intangible Assets
January 30,
2021
668 $
February 1,
2020
686
450
268
1,386 $
418
254
1,358
$
$
Goodwill totaled $631 million and $633 million as of January 30, 2021, and February 1, 2020, respectively. No
impairments were recorded in 2020, 2019, or 2018 as a result of the annual goodwill impairment tests performed.
Intangible assets, net of accumulated amortization, totaled $37 million and $53 million as of January 30, 2021, and
February 1, 2020, respectively, and 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 January 30, 2021. Amortization expense was $15 million, $13
million, and $14 million in 2020, 2019, and 2018, respectively, and is estimated to be less than $15 million annually
through 2025.
45
TARGET CORPORATION
2020 Form 10-K
FINANCIAL STATEMENTS
NOTES
Table of Contents
Index to Financial Statements
14. Accrued and Other Current Liabilities
Accrued and Other Current Liabilities
(millions)
Wages and benefits
Real estate, sales, and other taxes payable
Gift card liability, net of estimated breakage
Income tax payable
Dividends payable
Current portion of operating lease liabilities
Workers' compensation and general liability (a)
Interest payable
Other
Total
January 30,
2021
1,677 $
$
February 1,
2020
1,158
1,103
1,035
473
341
211
169
79
1,034
601
935
129
333
200
155
69
826
$
6,122 $
4,406
(a)
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.
15. 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
Purchase obligations, which include all legally binding contracts such as merchandise royalties, equipment
purchases, marketing-related contracts, software acquisition/license commitments, firm minimum commitments for
inventory purchases, and service contracts, were $785 million and $676 million as of January 30, 2021, and
February 1, 2020, 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 $2.1 billion and $1.4 billion as of January 30, 2021,
and February 1, 2020, respectively. Over half of these real estate obligations are due within five years, a portion of
which are recorded as liabilities.
We issue inventory purchase orders in the ordinary 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. If we
choose to cancel a purchase order, we may be obligated to reimburse the vendor for unrecoverable outlays incurred
prior to cancellation.
TARGET CORPORATION
2020 Form 10-K
46
FINANCIAL STATEMENTS
NOTES
Table of Contents
Index to Financial Statements
We also issue letters of credit and surety bonds in the ordinary course of business. Trade letters of credit totaled
$2.0 billion and $1.5 billion as of January 30, 2021, and February 1, 2020, respectively, a portion of which are
reflected in Accounts Payable. Standby letters of credit and surety bonds, primarily related to insurance and
regulatory requirements, totaled $472 million and $468 million as of January 30, 2021, and February 1, 2020,
respectively.
16. Commercial Paper and Long-Term Debt
As of January 30, 2021, the carrying value and maturities of our debt portfolio were as follows:
Debt Maturities
(dollars in millions)
Due 2021-2025
Due 2026-2030
Due 2031-2035
Due 2036-2040
Due 2041-2045
Due 2046-2050
Total notes and debentures
Swap valuation adjustments
Finance lease liabilities
Less: Amounts due within one year
Long-term debt and other borrowings
January 30, 2021
Rate (a)
3.0 % $
3.0
6.6
6.8
4.0
3.8
3.7
Balance
3,607
3,392
507
936
1,084
1,117
10,643
183
1,854
(1,144)
$
11,536
(a)
Reflects the dollar weighted average stated interest rate as of year-end.
Required Principal Payments
(millions)
Total required principal payments
2021
2022
2023
2024
2025
$
1,056 $
63 $
— $
1,000 $
1,500
In October 2020, we repurchased $1.77 billion of debt before its maturity at a market value of $2.25 billion. We
recognized a loss on early retirement of $512 million, which was recorded in Net Interest Expense.
In March 2020, we issued unsecured fixed rate debt of $1.5 billion at 2.250 percent that matures in April 2025 and
$1.0 billion at 2.650 percent that matures in September 2030.
In January 2020, we issued $750 million of 10-year unsecured fixed rate debt at 2.350 percent, and separately, we
redeemed $1.0 billion 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 $1.0 billion of 10-year unsecured fixed rate debt at 3.375 percent, and in June 2019, we
repaid $1.0 billion of 2.3 percent unsecured fixed rate debt at maturity.
We obtain short-term financing from time to time under our commercial paper program.
Commercial Paper
(dollars in millions)
Maximum daily amount outstanding during the year
Average amount outstanding during the year
Amount outstanding at year-end
Weighted average interest rate
2020
$ —
2019
$ 744
2018
$ 658
—
—
— %
41
63
—
2.36 %
—
2.00 %
47
TARGET CORPORATION
2020 Form 10-K
NOTES
Index to Financial Statements
We have a committed $2.5 billion unsecured revolving credit facility that expires in October 2023. No balances were
outstanding at any time during 2020, 2019, or 2018.
FINANCIAL STATEMENTS
Table of Contents
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.
17. Derivative Financial Instruments
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 7
provides the fair value and classification of these instruments.
Under our swap agreements, we pay a floating rate equal to 1-month LIBOR and receive a weighted average fixed
rate of 2.6 percent. The agreements have a weighted average remaining maturity of 6.9 years. As of January 30,
2021, and February 1, 2020, interest rate swaps with notional amounts totaling $1.5 billion were designated as fair
value hedges, and all were considered to be perfectly effective under the shortcut method during 2020 and 2019.
As of January 30, 2021, we were party to forward-starting interest rate swaps with notional amounts totaling
$250 million to hedge the interest rate exposure of anticipated future debt issuances. We designated these
derivative financial instruments as cash flow hedges. As of January 30, 2021, a $5 million gain was recorded in
Accumulated Other Comprehensive Loss and will be reclassified to Net Interest Expense when the forecasted
transaction affects earnings.
Effect of Hedges on Debt
(millions)
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
18. Leases
January 30,
2021
February 1,
2020
$
1,677 $
183
1,630
137
2020
2019
2018
$
$
46 $
(46)
— $
130 $
(130)
— $
13
(13)
—
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.
TARGET CORPORATION
2020 Form 10-K
48
FINANCIAL STATEMENTS
NOTES
Table of Contents
Index to Financial Statements
Leases
(millions)
Assets
Operating
Finance
Total leased assets
Liabilities
Current
Operating
Finance
Noncurrent
Operating
Finance
Total lease liabilities
Classification
Operating Lease Assets
Buildings and Improvements, net of Accumulated
Depreciation (a)
January 30,
2021
February 1,
2020
$
2,227 $
1,504
2,236
1,180
$
3,731 $
3,416
Accrued and Other Current Liabilities
Current Portion of Long-term Debt and Other Borrowings
$
211 $
88
Noncurrent Operating Lease Liabilities
Long-term Debt and Other Borrowings
2,218
1,766
$
4,283 $
200
67
2,275
1,303
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 $550 million and $441 million as of
January 30, 2021, and February 1, 2020, respectively.
Lease Cost
(millions)
Operating lease cost (a)
Finance lease cost
Amortization of leased assets
Interest on lease liabilities
Sublease income (c)
Net lease cost
Classification
SG&A Expenses
2020
2019
$
332 $
287 $
Depreciation and Amortization (b)
Net Interest Expense
Other Revenue
105
62
(15)
82
51
(13)
$
484 $
407 $
2018
251
65
42
(11)
347
(a)
(b)
(c)
2020 includes $44 million of short-term leases and variable lease costs. Short-term and variable lease costs
were insignificant for 2019 and 2018.
Supply chain-related amounts are included in Cost of Sales.
Sublease income excludes rental income from owned properties of $48 million, $48 million, and $47 million
for 2020, 2019, and 2018, respectively, which is included in Other Revenue.
49
TARGET CORPORATION
2020 Form 10-K
Maturity of Lease Liabilities
(millions)
2021
2022
2023
2024
2025
After 2025
Total lease payments
Less: Interest
Present value of lease liabilities
FINANCIAL STATEMENTS
NOTES
Table of Contents
Index to Financial Statements
Operating
Leases (a)
289
$
Finance
Leases (b)
152
$
$
290
283
269
256
159
158
155
154
1,694
1,687
3,081
$
2,465
$
652
2,429
$
611
1,854
$
$
Total
441
449
441
424
410
3,381
5,546
(a)
(b)
Operating lease payments include $847 million related to options to extend lease terms that are reasonably
certain of being exercised and exclude $231 million of legally binding minimum lease payments for leases
signed but not yet commenced.
Finance lease payments include $160 million related to options to extend lease terms that are reasonably
certain of being exercised and exclude $1.1 billion 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
January 30,
2021
February 1,
2020
12.6
15.8
13.2
15.4
3.54 %
3.68 %
3.71 %
4.23 %
Other Information
(millions)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
2020
2019
2018
$
284 $
254 $
59
70
49
57
231
45
80
TARGET CORPORATION
2020 Form 10-K
50
19. Income Taxes
FINANCIAL STATEMENTS
NOTES
Table of Contents
Index to Financial Statements
Earnings from continuing operations before income taxes were $5.5 billion, $4.2 billion, and $3.7 billion during 2020,
2019, and 2018, respectively, including $764 million, $653 million, and $565 million earned by our foreign entities
subject to tax outside of the U.S.
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
2020
21.0 %
3.3
2019
21.0 %
3.7
2018
21.0 %
3.6
(1.2)
—
(1.0)
(0.6)
(1.4)
—
(0.4)
(0.8)
(1.3)
(1.0)
(0.3)
(1.1)
(0.3)
21.2 %
(0.1)
22.0 %
(0.6)
20.3 %
(a)
Represents the discrete benefit of the final adjustment to remeasure certain of our net deferred tax liabilities
at the lower U.S. corporate income tax rate enacted by the Tax Cuts and Jobs Act of 2017 (Tax Act).
Provision for Income Taxes
(millions)
Current:
Federal
State
International
Total current
Deferred:
Federal
State
International
Total deferred
Total provision
.
2020
2019
2018
$
1,013 $
536 $
281
68
1,362
(118)
(64)
(2)
(184)
$
1,178 $
169
38
743
150
29
(1)
178
921 $
257
116
51
424
263
57
2
322
746
51
TARGET CORPORATION
2020 Form 10-K
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
January 30,
2021
February 1,
2020
$
623 $
192
138
141
1,108
55
2,257
286
147
124
148
1,000
58
1,763
(2,003)
(1,767)
(996)
(146)
(82)
(3,227)
$
(970) $
(880)
(156)
(74)
(2,877)
(1,114)
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 2018 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)
Balance at beginning of period
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
2020
2019
$
160 $
300 $
35
32
(36)
(10)
28
13
(69)
(112)
$
181 $
160 $
2018
325
58
10
(91)
(2)
300
If we were to prevail on all unrecognized tax benefits recorded, $99 million of the $181 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 January 30, 2021, February 1, 2020, and February 2, 2019, we recorded an expense /
(benefit) from accrued penalties and interest of $(12) million, $(2) million, and $3 million, respectively. As of
January 30, 2021, February 1, 2020, and February 2, 2019 total accrued interest and penalties were $12 million,
$27 million, and $32 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.
TARGET CORPORATION
2020 Form 10-K
52
20. Other Noncurrent Liabilities
Other Noncurrent Liabilities
(millions)
Deferred compensation
Deferred occupancy income (a)
Income and other taxes payable
Workers' compensation and general liability
Pension benefits
Other
Total
(a)
To be amortized evenly through 2038.
21. Share Repurchase
FINANCIAL STATEMENTS
NOTES
Table of Contents
Index to Financial Statements
January 30,
2021
549 $
February 1,
2020
493
$
509
436
341
57
47
539
194
310
107
81
$
1,939 $
1,724
We periodically repurchase shares of our common stock under a board-authorized repurchase program through a
combination of open market transactions, accelerated share repurchase arrangements, and other privately
negotiated transactions with financial institutions.
Share Repurchase Activity
(millions, except per share data)
Total number of shares purchased
Average price paid per share
Total investment
22. Share-Based Compensation
2020
5.7
2019
16.0
$
$
107.58 $
95.07 $
609 $
1,518 $
2018
27.2
75.88
2,067
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 35.3 million as of January 30, 2021.
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 SG&A
Expenses was $210 million, $152 million, and $134 million, and the related income tax benefit was $39 million, $27
million, and $26 million, in 2020, 2019, and 2018, 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 $110.80, $80.01, and $72.65 in 2020, 2019,
and 2018, respectively.
53
TARGET CORPORATION
2020 Form 10-K
Restricted Stock Unit Activity
FINANCIAL STATEMENTS
NOTES
February 1, 2020
Granted
Forfeited
Vested
January 30, 2021
Table of Contents
Index to Financial Statements
Total Nonvested Units
Restricted Grant Date
Stock (a) Fair Value (b)
72.93
4,316 $
1,833
(358)
(1,427)
4,364 $
110.80
80.65
70.55
88.99
(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 January 30, 2021 was 4.33 million.
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 January 30, 2021, there was $179 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 $151 million,
$89 million, and $119 million in 2020, 2019, and 2018, 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 $106.00, $86.81, and $70.94 in 2020, 2019, and 2018,
respectively.
Performance Share Unit Activity
February 1, 2020
Granted
Forfeited
Vested
January 30, 2021
Total Nonvested Units
Performance Grant Date
Share Units (a) Fair Value (b)
72.80
3,575 $
786
(746)
(827)
2,788 $
106.00
77.73
62.50
87.93
(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 January 30, 2021 was 2.13 million.
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 $112 million
assuming payout of all unvested awards. The unrecognized expense is expected to be recognized over a weighted
average period of 1.7 years. The fair value of performance share units vested and converted to shares of Target
common stock was $82 million, $50 million, and $43 million in 2020, 2019, and 2018, respectively.
Stock Options
In May 2017, we granted price-vested stock options to certain team members. Additionally, through 2013, we
granted nonqualified stock options to certain team members. All outstanding stock options are vested and currently
exercisable.
TARGET CORPORATION
2020 Form 10-K
54
Stock Option Activity
Stock Options
FINANCIAL STATEMENTS
NOTES
Table of Contents
Index to Financial Statements
February 1, 2020
Granted
Expired/forfeited
Exercised/issued
January 30, 2021
Total Outstanding
Number of
Options (a)
Exercise
Price (b)
2,478 $
—
—
(2,011)
467 $
55.72 $
—
—
55.70
55.81 $
Intrinsic
Value (c)
136
Number of
Options (a)
Exercisable
Exercise
Price (b)
714 $
56.02 $
Intrinsic
Value (c)
39
59
467 $
55.81 $
59
(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
2020
2019
2018
$
23 $
73 $
161
41
59
15
96
50
12
As of January 30, 2021, there was no unrecognized compensation expense related to stock options. The weighted
average remaining life of exercisable and outstanding options is 2.2 years.
23. Defined Contribution Plans
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 $602 million and $551 million as of January 30, 2021, and
February 1, 2020, 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.
Plan Expenses
(millions)
401(k) plan matching contributions expense
Nonqualified deferred compensation plans
Benefits expense
Related investment (income) / expense
Nonqualified plans net expense
2020
2019
281 $
237 $
2018
229
86 $
(58)
28 $
80 $
(53)
27 $
18
6
24
$
$
$
55
TARGET CORPORATION
2020 Form 10-K
24. Pension Plans
FINANCIAL STATEMENTS
NOTES
Table of Contents
Index to Financial Statements
We have a U.S. qualified defined benefit pension plan covering team members who meet eligibility requirements.
This plan is closed to new participants. Active participants accrue benefits under a final average pay feature or a
cash balance feature. We also have unfunded, nonqualified pension plans for team members with qualified plan
compensation restrictions, as well as international plans. Eligibility and the level of benefits under all plans vary
depending on each team member's full-time or part-time status, date of hire, age, length of service, and/or
compensation.
Funded Status
(millions)
Projected benefit obligations
Fair value of plan assets
Funded / (underfunded) status
Qualified Plan
2020
2019
$
4,594
$
4,492
$
4,588
4,430
Nonqualified and
International Plans
2020
2019
74
$
11
66
11
$
(6) $
(62) $
(63) $
(55)
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 2021. However, depending on investment performance and plan funded status, we may elect to
make a contribution.
Estimated Future Benefit Payments
(millions)
2021
2022
2023
2024
2025
2026 - 2030
Cost of Plans
Net Pension Benefits Expense
(millions)
Service cost benefits earned
Interest cost on projected benefit obligation
Expected return on assets
Amortization of losses
Amortization of prior service cost
Settlement charges
Total
Pension
Benefits
280
$
218
226
233
239
1,279
Classification
SG&A Expenses
Net Other (Income) / Expense
Net Other (Income) / Expense
Net Other (Income) / Expense
Net Other (Income) / Expense
Net Other (Income) / Expense
2020
2019
2018
$
103 $
118
93 $
149
95
146
(242)
(248)
(246)
127
(11)
1
62
(11)
1
$
96 $
46 $
82
(11)
4
70
TARGET CORPORATION
2020 Form 10-K
56
FINANCIAL STATEMENTS
NOTES
Table of Contents
Index to Financial Statements
Assumptions
Benefit Obligation Weighted Average Assumptions
Discount rate
Average assumed rate of compensation increase
Cash balance plan interest crediting rate
Net Periodic Benefit Expense Weighted Average Assumptions
Discount rate
Expected long-term rate of return on plan assets
Average assumed rate of compensation increase
Cash balance plan interest crediting rate
2019
2020
2.84 % 3.13 %
3.00
4.64
3.00
4.64
2019
2020
3.13 % 4.28 % 3.93 %
6.10
2018
6.30
6.30
3.00
4.64
3.00
4.64
3.00
4.64
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 10.2 percent, 9.0 percent, 7.6 percent, and 7.0 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 2020 expected annualized long-term rate of return assumptions were 7.0 percent
for domestic equity securities, 7.5 percent for international equity securities, 3.5 percent for long-duration debt
securities, 7.0 percent for diversified funds, and 7.5 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.
Qualified Plan
2020
2019
Nonqualified and
International Plans
2020
2019
$
4,492
$
3,905
$
66
$
97
117
144
7
90
146
615
11
(263)
(275)
6
1
7
—
(6)
$
4,594 $
4,492 $
74 $
53
3
3
11
—
(4)
66
Benefit Obligation
Change in Projected Benefit Obligation
(millions)
Benefit obligation at beginning of period
Service cost
Interest cost
Actuarial loss (a)
Participant contributions
Benefits paid
Benefit obligation at end of period (b)
(a)
(b)
57
TARGET CORPORATION
2020 Form 10-K
2020 and 2019 actuarial losses relate to the decreases in the weighted average discount rate.
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.
FINANCIAL STATEMENTS
NOTES
Table of Contents
Index to Financial Statements
Plan Assets
Change in Plan Assets
(millions)
Fair value of plan assets at beginning of period
Actual return on plan assets
Employer contributions
Participant contributions
Benefits paid
Fair value of plan assets at end of period
Qualified Plan
2020
2019
Nonqualified and
International Plans
2020
2019
$
4,430 $
3,915 $
11 $
414
—
7
729
50
11
(263)
(275)
2
4
—
(6)
$
4,588 $
4,430 $
11 $
10
—
5
—
(4)
11
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 includes the use of derivative instruments.
Asset Category
Domestic equity securities (a)
International equity securities
Debt securities
Diversified funds
Other (b)
Total
Current Targeted
Allocation
15 %
10
45
25
5
100 %
Actual Allocation
2020
2019
16 %
10
44
25
5
100 %
14 %
10
46
25
5
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,
derivative instruments, and real estate.
TARGET CORPORATION
2020 Form 10-K
58
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 January 31,
2021
Category
January 31,
2020
12
19 $
Level 1 $
Level 2
Level 2
Level 2
(5)
516
1,424
1,954
68
73
115
1,122
1,165
102
4,599 $
$
18
604
1,330
1,964
64
75
163
961
1,109
105
4,441
(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)
(a)
$735 million and $837 million, net of tax, at the end of 2020 and 2019, respectively.
2020
2019
987 $
1,138
(2)
(13)
985 $
1,125
$
$
59
TARGET CORPORATION
2020 Form 10-K
25. Accumulated Other Comprehensive Loss
FINANCIAL STATEMENTS & SUPPLEMENTAL INFORMATION
Table of Contents
NOTES
Index to Financial Statements
Change in Accumulated Other Comprehensive Loss
(millions)
February 1, 2020
Other comprehensive income before reclassifications,
net of tax
Amounts reclassified from AOCI, net of tax
January 30, 2021
Cash Flow
Hedges
(12)
$
Currency
Translation
Adjustment
(19)
$
Pension
(837)
$
Total
(868)
$
3
6
(a)
1
—
15
87
(b)
19
93
$
(3)
$
(18)
$
(735)
$
(756)
(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 $30 million of taxes, which is recorded in Net
Other (Income)/Expense. See Note 24 for additional information.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Changes in Internal Control Over Financial Reporting
During the most recently completed fiscal quarter, the following changes materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting:
• We are in the process of a broad multi-year migration of many mainframe-based systems and middleware
products to a modern platform, including systems and processes supporting inventory and supply chain-
related transactions.
• During 2020, as a result of COVID-19, we performed physical inventory counts using a statistical sampling
method. Under this method, we have recorded estimated losses related to shrink and markdowns based
upon the results of our sample counts.
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
Exchange Act is accumulated and communicated to our management, including our principal executive and
principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions
regarding required disclosure.
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.
TARGET CORPORATION
2020 Form 10-K
60
Item 9B. Other Information
Not applicable.
SUPPLEMENTAL INFORMATION
Table of Contents
Index to Financial Statements
61
TARGET CORPORATION
2020 Form 10-K
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 9, 2021 (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
•
• General information about corporate governance and the Board
◦ Business ethics and conduct
◦ Committees
• Questions and answers about the 2021 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. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
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
TARGET CORPORATION
2020 Form 10-K
62
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 January 30, 2021, February 1, 2020, and
February 2, 2019
• Consolidated Statements of Comprehensive Income for the Years Ended January 30, 2021, February 1,
2020, and February 2, 2019
• Consolidated Statements of Financial Position as of January 30, 2021, and February 1, 2020
• Consolidated Statements of Cash Flows for the Years Ended January 30, 2021, February 1, 2020, and
February 2, 2019
• Consolidated Statements of Shareholders' Investment for the Years Ended January 30, 2021, February 1,
2020, and February 2, 2019
• 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.
63
TARGET CORPORATION
2020 Form 10-K
b)
Exhibits
SUPPLEMENTAL INFORMATION
Table of Contents
Index to Financial Statements
(3)A
B
(4)A
B
C
D
(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 *
Z *
AA *
Amended and Restated Articles of Incorporation (as amended through June 9, 2010) (1)
Bylaws (as amended through March 27, 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.
Description of Securities
Target Corporation Executive Officer Cash Incentive Plan
Target Corporation Long-Term Incentive Plan (as amended and restated effective June 8, 2011) (5)
Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (as amended and
restated effective September 1, 2017) (6)
Target Corporation 2020 Long-Term Incentive Plan (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 (2021 Plan Statement) (as amended and restated effective
January 1, 2021)
Target Corporation Deferred Compensation Plan Directors (13)
Target Corporation DDCP (2013 Plan Statement) (as amended and restated effective December 1,
2013) (14)
Target Corporation Officer Income Continuation Plan (as amended and restated effective
September 1, 2017) (15)
Target Corporation Executive Excess Long Term Disability Plan (as restated effective January 1,
2010) (16)
Director Retirement Program (17)
Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective
January 1, 2009) (18)
Amendment dated June 8, 2011 to Target Corporation Deferred Compensation Trust Agreement
(as amended and restated effective January 1, 2009) (19)
Amendment dated October 25, 2017 to Target Corporation Deferred Compensation Trust
Agreement (as amended and restated effective January 1, 2009) (20)
Amendment dated December 18, 2020 to Target Corporation Deferred Compensation Trust
Agreement (as amended and restated effective January 1, 2009)
Form of Amended and Restated Executive Non-Qualified Stock Option Agreement (21)
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 (22)
Form of Non-Employee Director Non-Qualified Stock Option Agreement (23)
Form of Non-Employee Director Restricted Stock Unit Agreement (24)
Form of Cash Retention Award (25)
TARGET CORPORATION
2020 Form 10-K
64
SUPPLEMENTAL INFORMATION
Table of Contents
Index to Financial Statements
BB *
CC *
DD
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)
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)
GG ‡ Credit Card Program Agreement dated October 22, 2012 among Target Corporation, Target
EE
FF
HH ‡
II †
JJ ‡
KK ‡
LL
(21)
(23)
(24)
(31)A
(31)B
(32)A
(32)B
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
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. (33)
Pharmacy Operating Agreement dated December 16, 2015 between Target Corporation and CVS
Pharmacy, Inc. (34)
First Amendment dated November 30, 2016 to Pharmacy Operating Agreement between Target
Corporation and CVS Pharmacy, Inc. (35)
Second Amendment dated January 9, 2018 to Pharmacy Operating Agreement between Target
Corporation and CVS Pharmacy, Inc. (36)
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
XBRL Instance Document
XBRL Taxonomy Extension Schema
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)
65
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.
Certain portions of this exhibit are confidential and have been omitted pursuant to Item 601(b)(10) of Regulation S-K. Target agrees to
supplementally furnish to the Securities and Exchange Commission a copy of such omissions upon request.
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 April 2, 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)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.
TARGET CORPORATION
2020 Form 10-K
SUPPLEMENTAL INFORMATION
Table of Contents
Index to Financial Statements
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
(21)
(22)
(23)
(24)
(25)
(26)
(27)
(28)
(29)
(30)
(31)
(32)
(33)
(34)
(35)
(36)
Incorporated by reference to Exhibit (10) D to Target's Form 8-K Report filed June 11, 2020.
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 February 3, 2007.
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)Y to Target's Form 10-Q Report for the quarter ended August 1, 2020.
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)HH to Target's Form 10-K Report for the year ended February 1, 2020.
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.
TARGET CORPORATION
2020 Form 10-K
66
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.
TARGET CORPORATION
By:
Dated: March 10, 2021
Michael J. Fiddelke
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the
following persons on behalf of Target and in the capacities and on the dates indicated.
Dated: March 10, 2021
Dated: March 10, 2021
Dated: March 10, 2021
Brian C. Cornell
Chairman of the Board and Chief Executive Officer
Michael J. Fiddelke
Executive Vice President and Chief Financial Officer
Robert M. Harrison
Senior Vice President, Chief Accounting Officer
and Controller
DOUGLAS M. BAKER, JR.
GEORGE S. BARRETT
CALVIN DARDEN
ROBERT L. EDWARDS
MELANIE L. HEALEY
DONALD R. KNAUSS
CHRISTINE A. LEAHY
MONICA C. LOZANO
MARY E. MINNICK
DERICA W. RICE
KENNETH L. SALAZAR
DMITRI L. STOCKTON
Constituting a majority of the Board of Directors
Michael J. Fiddelke, by signing his name hereto, does hereby sign this document pursuant to powers of attorney
duly executed by the Directors named, filed with the Securities and Exchange Commission on behalf of such
Directors, all in the capacities and on the date stated.
By:
Dated: March 10, 2021
Michael J. Fiddelke
Attorney-in-fact
67
TARGET CORPORATION
2020 Form 10-K
Shareholder Information
Annual Meeting
Shareholder Information
The 2021 Annual Meeting of Shareholders is scheduled for June 9, 2021 at 10:00
a.m. (Central Daylight Time) online at virtualshareholdermeeting.com/TGT2021.
Due to continuing uncertainty regarding the COVID-19 pandemic, we are holding the
2021 Annual Meeting in a virtual-only meeting format as we did last year to support the
health and well-being of our team members and shareholders. You will not be able to
attend the 2021 Annual Meeting at a physical location. If we are able to safely do so, we
intend to resume holding in-person annual meetings beginning in 2022.
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 Articles of Incorporation, Bylaws, Corporate Governance Guidelines (includes
Director Code of Ethics), Board Committee Charters, Code of Ethics and Corporate
Responsibility Report, 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.
©2021 Target Brands, Inc. The Bullseye Design and Target are trademarks of Target Brands, Inc.
Directors and Management
Executive Officers
Katie M. Boylan
Executive Vice President &
Chief Communications Officer
Brian C. Cornell
Chairman of the Board &
Chief Executive Officer
Michael J. Fiddelke
Executive Vice President
& Chief Financial Officer
Richard H. Gomez
Executive Vice President and
Chief Food & Beverage Officer
A. Christina Hennington
Executive Vice President
& Chief Growth Officer
Melissa K. Kremer
Executive Vice President &
Chief Human Resources Officer
Don H. Liu
Executive Vice President,
Chief Legal & Risk Officer and
Corporate Secretary
Michael E. McNamara
Executive Vice President
& Chief Information Officer
John J. Mulligan
Executive Vice President
& Chief Operating Officer
Jill K. Sando
Executive Vice President &
Chief Merchandising Officer
Mark J. Schindele
Executive Vice President
& Chief Stores Officer
Cara A. Sylvester
Executive Vice President and
Chief Marketing & Digital Officer
Laysha L. Ward
Executive Vice President & Chief
External Engagement Officer
Directors
Douglas M. Baker, Jr.
Executive Chairman, Ecolab Inc.
Lead Independent Director*
Governance Chair (2) (5)
George S. Barrett
Former Chairman & Chief Executive
Officer, Cardinal Health, Inc. (3) (5)
Brian C. Cornell
Chairman of the Board & Chief
Executive Officer, Target Corporation
Calvin Darden**
Chairman, Darden Petroleum &
Energy Solutions, LLC (2) (3)
Robert L. Edwards
Former President & Chief Executive
Officer, Safeway Inc.
Audit & Finance Chair (1) (5)
Melanie L. Healey
Former Group President, North
America, The Procter & Gamble
Company (2) (3)
Donald R. Knauss
Former Chairman & Chief Executive
Officer, The Clorox Company (3) (4)
Christine A. Leahy
President & Chief Executive Officer,
CDW Corporation (1) (4)
Monica C. Lozano*
President and Chief Executive Officer,
The College Futures Foundation
Human Resources & Compensation
Chair (2) (3)
Mary E. Minnick
Chairman, Digital Media Solutions
Infrastructure & Investment Chair
(1) (4)
Derica W. Rice
Former Executive Vice President,
CVS Health Corporation (1) (2)
Kenneth L. Salazar
Partner, WilmerHale
Risk & Compliance Chair (4) (5)
Dmitri L. Stockton
Former Senior Vice President &
Special Advisor to the Chairman of
General Electric Company (1) (4)
(1) Audit & Finance Committee
(2) Governance Committee
(3) Human Resources & Compensation Committee
(4) Infrastructure & Investment Committee
(5) Risk & Compliance Committee
* Ms. Lozano was elected as Lead Independent Director to succeed Mr. Baker, effective after the 2021 Annual Meeting.
** Mr. Darden will not seek re-election and will leave the Board when his current term ends at the 2021 Annual Meeting.
The cover was printed on
French Paper Kraft-tone Cover.
Responsibly produced using
Hydro Electric power from †““%
post-consumer waste.
2020
2020
Annual Report
Annual Report
Target
Target
Corporation
Corporation
View the digital version
of our Annual Report at
Target.com/annualreport.
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