Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.26M
2: EX-4.D Instrument Defining the Rights of Security Holders HTML 42K
3: EX-10.A Material Contract HTML 47K
4: EX-10.J Material Contract HTML 201K
5: EX-10.S Material Contract HTML 39K
6: EX-10.U Material Contract HTML 60K
7: EX-10.V Material Contract HTML 61K
8: EX-10.W Material Contract HTML 61K
9: EX-21 Subsidiaries List HTML 31K
10: EX-23 Consent of Expert or Counsel HTML 35K
11: EX-24 Power of Attorney HTML 70K
12: EX-31.A Certification -- §302 - SOA'02 HTML 36K
13: EX-31.B Certification -- §302 - SOA'02 HTML 36K
14: EX-32.A Certification -- §906 - SOA'02 HTML 33K
15: EX-32.B Certification -- §906 - SOA'02 HTML 33K
22: R1 Cover Page HTML 95K
23: R2 Consolidated Statements of Operations HTML 118K
24: R3 Consolidated Statements of Comprehensive Income HTML 51K
25: R4 Consolidated Statements of Financial Position HTML 118K
26: R5 Consolidated Statements of Financial Position HTML 48K
(Parenthetical)
27: R6 Consolidated Statements of Cash Flows HTML 123K
28: R7 Consolidated Statements of Shareholders' HTML 77K
Investment
29: R8 Consolidated Statements of Shareholders' HTML 33K
Investment (Parenthetical)
30: R9 Summary of Accounting Policies HTML 38K
31: R10 Coronavirus (Covid-19) HTML 35K
32: R11 Revenues HTML 70K
33: R12 Cost of Sales and Selling, General and HTML 38K
Administrative Expenses
34: R13 Consideration Received from Vendors HTML 35K
35: R14 Advertising Costs HTML 34K
36: R15 Fair Value Measurements HTML 58K
37: R16 Cash and Cash Equivalents HTML 42K
38: R17 Inventory HTML 34K
39: R18 Other Current Assets HTML 39K
40: R19 Property and Equipment HTML 38K
41: R20 Other Noncurrent Assets HTML 38K
42: R21 Goodwill and Intangible Assets HTML 34K
43: R22 Accrued and Other Current Liabilities HTML 45K
44: R23 Commitments and Contingencies HTML 38K
45: R24 Commercial Paper and Long-Term Debt HTML 64K
46: R25 Derivative Financial Instruments HTML 47K
47: R26 Leases HTML 157K
48: R27 Income Taxes HTML 95K
49: R28 Other Noncurrent Liabilities HTML 42K
50: R29 Share Repurchase HTML 40K
51: R30 Share-Based Compensation HTML 80K
52: R31 Defined Contribution Plans HTML 46K
53: R32 Pension Plans HTML 156K
54: R33 Accumulated Other Comprehensive Loss HTML 48K
55: R34 Summary of Accounting Policies (Policies) HTML 110K
56: R35 Revenues (Tables) HTML 64K
57: R36 Fair Value Measurements (Tables) HTML 60K
58: R37 Cash and Cash Equivalents (Tables) HTML 40K
59: R38 Other Current Assets (Tables) HTML 39K
60: R39 Property and Equipment (Tables) HTML 35K
61: R40 Other Noncurrent Assets (Tables) HTML 39K
62: R41 Accrued and Other Current Liabilities (Tables) HTML 45K
63: R42 Commercial Paper and Long-Term Debt (Tables) HTML 68K
64: R43 Derivative Financial Instruments (Tables) HTML 45K
65: R44 Leases (Tables) HTML 113K
66: R45 Income Taxes (Tables) HTML 97K
67: R46 Other Noncurrent Liabilities (Tables) HTML 42K
68: R47 Share Repurchase (Tables) HTML 40K
69: R48 Share-Based Compensation (Tables) HTML 79K
70: R49 Defined Contribution Plans (Tables) HTML 43K
71: R50 Pension Plans (Tables) HTML 163K
72: R51 Accumulated Other Comprehensive Loss (Tables) HTML 48K
73: R52 Coronavirus (Covid-19) (Details) HTML 40K
74: R53 Revenues - Disaggregation of Revenue (Details) HTML 58K
75: R54 Revenues - Narrative (Details) HTML 49K
76: R55 Revenues - Gift Card Liability Activity (Details) HTML 37K
77: R56 Advertising Costs (Details) HTML 33K
78: R57 Fair Value Measurements - Schedule of Fair Value HTML 49K
Measurements - Recurring Basis (Details)
79: R58 Fair Value Measurements - Schedule of Significant HTML 37K
Financial Instruments not Measured at Fair Value
(Details)
80: R59 Fair Value Measurements - Narrative (Details) HTML 35K
81: R60 Cash and Cash Equivalents - Narrative (Details) HTML 40K
82: R61 Cash and Cash Equivalents - Schedule of Cash and HTML 42K
Cash Equivalents (Details)
83: R62 Other Current Assets (Details) HTML 41K
84: R63 Property and Equipment (Details) HTML 51K
85: R64 Other Noncurrent Assets (Details) HTML 39K
86: R65 Goodwill and Intangible Assets - Goodwill HTML 37K
(Details)
87: R66 Goodwill and Intangible Assets - Intangible Assets HTML 60K
(Details)
88: R67 Accrued and Other Current Liabilities (Details) HTML 55K
89: R68 Commitments and Contingencies (Details) HTML 47K
90: R69 Commercial Paper and Long-Term Debt - Schedule of HTML 59K
Carrying Value and Maturities of Debt Portfolio
(Details)
91: R70 Commercial Paper and Long-Term Debt - Schedule of HTML 44K
Required Principal Payments (Details)
92: R71 Commercial Paper and Long-Term Debt - Narrative HTML 76K
(Details)
93: R72 Commercial Paper and Long-Term Debt - Schedule of HTML 41K
Commercial Paper (Details)
94: R73 Derivative Financial Instruments - Narrative HTML 45K
(Details)
95: R74 Derivative Financial Instruments - Effect of HTML 37K
Hedges On Debt (Details)
96: R75 Derivative Financial Instruments - Effect of HTML 38K
Hedges on Net Interest Expense (Details)
97: R76 Leases - Narrative (Details) HTML 39K
98: R77 Leases - Lease Assets and Liabilities (Details) HTML 62K
99: R78 Leases - Lease Cost (Details) HTML 47K
100: R79 Leases - Maturity of Lease Liabilities (Details) HTML 92K
101: R80 Leases - Lease Term and Discount Rate (Details) HTML 42K
102: R81 Leases - Other Information (Details) HTML 38K
103: R82 Income Taxes - Narrative (Details) HTML 47K
104: R83 Income Taxes - Schedule of Tax Rate Reconciliation HTML 52K
- Continuing Operations (Details)
105: R84 Income Taxes - Schedule of Provision for Income HTML 59K
Taxes (Details)
106: R85 Income Taxes - Schedule of Net Deferred Tax HTML 63K
Asset/(Liability) (Details)
107: R86 Income Taxes - Schedule of Reconciliation of HTML 43K
Liability for Unrecognized Tax Benefits (Details)
108: R87 Other Noncurrent Liabilities (Details) HTML 48K
109: R88 Share Repurchase (Details) HTML 38K
110: R89 Share-Based Compensation - Narrative (Details) HTML 74K
111: R90 Share-Based Compensation - Schedule of Restricted HTML 66K
Stock Activity and Performance Share Unit Activity
(Details)
112: R91 Share-Based Compensation - Schedule of Stock HTML 63K
Option Activity (Details)
113: R92 Share-Based Compensation - Schedule of Stock HTML 38K
Option Exercises (Details)
114: R93 Defined Contribution Plans (Details) HTML 55K
115: R94 Pension Plans - Schedule of Recognition of HTML 45K
Funded/(Underfunded) Status (Details)
116: R95 Pension Plans - Schedule of Estimated Future HTML 44K
Benefit Payments (Details)
117: R96 Pension Plans - Schedule of Net Pension Benefit HTML 53K
Expense (Details)
118: R97 Pension Plans - Schedule of Benefit Obligation HTML 38K
Weighted Average Assumptions (Details)
119: R98 Pension Plans - Schedule of Net Periodic Benefit HTML 41K
Expense Weighted Average Assumptions (Details)
120: R99 Pension Plans - Narrative (Details) HTML 61K
121: R100 Pension Plans - Schedule of Change in Projected HTML 55K
Benefit Obligation (Details)
122: R101 Pension Plans - Schedule of Change in Plan Assets HTML 53K
(Details)
123: R102 Pension Plans - Schedule of Asset Category HTML 53K
(Details)
124: R103 Pension Plans - Schedule of Fair Value HTML 61K
Measurements (Details)
125: R104 Pension Plans - Schedule of Amounts in Accumulated HTML 42K
Other Comprehensive Income (Details)
126: R105 Accumulated Other Comprehensive Loss (Details) HTML 63K
128: XML IDEA XML File -- Filing Summary XML 227K
21: XML XBRL Instance -- tgt-20210130_htm XML 2.52M
127: EXCEL IDEA Workbook of Financial Reports XLSX 129K
17: EX-101.CAL XBRL Calculations -- tgt-20210130_cal XML 360K
18: EX-101.DEF XBRL Definitions -- tgt-20210130_def XML 625K
19: EX-101.LAB XBRL Labels -- tgt-20210130_lab XML 2.22M
20: EX-101.PRE XBRL Presentations -- tgt-20210130_pre XML 1.22M
16: EX-101.SCH XBRL Schema -- tgt-20210130 XSD 235K
129: JSON XBRL Instance as JSON Data -- MetaLinks 519± 762K
130: ZIP XBRL Zipped Folder -- 0000027419-21-000010-xbrl Zip 659K
‘EX-4.D’ — Instrument Defining the Rights of Security Holders
The following description summarizes the material terms and provisions of the common stock of Target Corporation, which is our only class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. It is subject to and qualified in its entirety by reference
to our amended and restated articles of incorporation, our bylaws and the applicable provisions of the Minnesota Business Corporation Act (“MBCA”) for additional information.
General
Authorized Capital Stock. We are authorized to issue up to 6,000,000,000 shares of common stock, par value $0.0833 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share.
Dividends. Holders of common stock may receive dividends if, when and as declared by our board of directors out of our funds that we can legally use to pay dividends. We
may pay dividends in cash, stock or other property. In certain cases, holders of common stock may not receive dividends until we have satisfied our obligations to any holders of outstanding preferred stock.
Voting Rights. Holders of common stock have the exclusive power to vote on all matters presented to our shareholders unless Minnesota law or the certificate of designation for an outstanding series of preferred stock gives the holders of that preferred stock the right to vote on certain matters. Each holder of common stock is entitled to one vote per share. Holders of common stock may not cumulate their votes when voting for directors, which means that a holder cannot cast more than one vote per share for each director.
Other Rights. If we voluntarily or involuntarily liquidate,
dissolve or wind up our business, holders of common stock will receive pro rata, according to shares held by them, any remaining assets distributable to our shareholders after we have provided for any liquidation preference for outstanding shares of preferred stock. When we issue securities in the future, holders of common stock have no preemptive rights to buy any portion of those issued securities. Holders of our common stock have no rights to have their shares of common stock redeemed by us or to convert their shares of common stock into shares of any other class of our capital stock.
Listing. Our outstanding shares of common stock are listed on the New York Stock Exchange under the symbol “TGT.” EQ Shareowner Services serves as the transfer agent and registrar for our common stock.
Fully Paid. The
outstanding shares of common stock are fully paid and nonassessable. This means the full purchase price for the outstanding shares of common stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares. Any additional common stock that we may issue in the future pursuant to an offering under a prospectus or upon the conversion or exercise of other securities will also be fully paid and nonassessable.
Certain provisions of our amended and restated articles
of incorporation and bylaws may make it less likely that our management would be changed or someone would acquire voting control of our company without our board’s consent. These provisions may delay, deter or prevent tender offers or takeover attempts that shareholders may believe are in their best interests, including tender offers or attempts that might allow shareholders to receive premiums over the market price of their common stock.
Preferred Stock. Our board of directors can at any time, under our amended and restated articles of incorporation, and without shareholder approval, issue one or more new series of
preferred stock. In some cases, the issuance of preferred stock without shareholder approval could discourage or make more difficult attempts to take control of our company through a merger, tender offer, proxy contest or otherwise. Preferred stock with special voting rights or other features issued to persons favoring our management could stop a takeover by preventing the person trying to take
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control of our company from acquiring enough voting shares necessary to take control.
Nomination Procedures. In addition to our board
of directors, shareholders can nominate candidates for our board of directors. However, a shareholder must follow the advance notice procedures described in Section 2.09 of our bylaws. In general, a shareholder must submit a written notice of the nomination to our corporate secretary at least 90 days before the anniversary date of the prior year’s annual meeting of shareholders, together with required information regarding the shareholder proponent and the nominee and the written consent of the nominee to serve as director. Shareholders seeking to have director nominations included in our annual proxy statement must comply with the requirements of Section 2.10 of our bylaws. Among other things, the shareholder, or group of up to 20 shareholders, must own 3% or more of our outstanding common stock
continuously for at least the previous three years to nominate and include in our annual proxy statement director nominees constituting up to 20% of our board of directors or at least two directors.
Proposal Procedures. Shareholders can propose that business other than nominations to our board of directors be considered at an annual meeting of shareholders only if a shareholder follows the advance notice procedures described in our bylaws. In general, a shareholder must submit a written notice of the proposal together with required information regarding the shareholder and the shareholder’s interest in the proposal to our corporate secretary at least 90 days before the anniversary date of the previous year’s annual meeting of our shareholders. Shareholders seeking to have a proposal, other
than director nominations, included in our annual proxy statement must comply with the requirements of Rule 14a-8 of the proxy rules under the federal securities laws.
Amendment of Bylaws. Under our bylaws, our board of directors can adopt, amend or repeal the bylaws, subject to limitations under the MBCA. Our shareholders also have the power to change or repeal our bylaws.
Certain Provisions of the MBCA
Shareholder
Action by Unanimous Written Consent. Section 302A.441 of the MBCA provides that action may be taken by shareholders without a meeting only by unanimous written consent.
Control Share Provision. Section 302A.671 of the MBCA applies, with certain exceptions, to any acquisition of our voting stock (from a person other than us and other than in connection with certain mergers and exchanges to which we are a party) resulting in the acquiring person owning 20% or more of our voting stock then outstanding. Section 302A.671 requires approval of any such acquisitions by both (i) the affirmative vote of the holders of a majority of the shares entitled to vote, including shares held by the acquiring person, and (ii) the affirmative vote of the holders of a majority of the shares entitled to vote, excluding all interested shares. In general, shares acquired in the
absence of such approval are denied voting rights and are redeemable at their then fair market value by us within 30 days after the acquiring person has failed to give a timely information statement to us or the date the shareholders voted not to grant voting rights to the acquiring person’s shares.
Business Combination Provision. Section 302A.673 of the MBCA generally prohibits us or any of our subsidiaries from entering into any merger, share exchange, sale of material assets or similar transaction with a 10% shareholder within four years following the date the person became a 10% shareholder, unless either the transaction or the person’s acquisition of shares is approved prior to the person becoming a 10% shareholder by a committee of all of the disinterested members of our board of
directors.
Takeover Offer; Fair Price. Under Section 302A.675 of the MBCA, an offeror may not acquire shares of a publicly held corporation within two years following the last purchase of shares pursuant to a takeover offer with respect to that class, including acquisitions made by purchase, exchange, merger, consolidation, partial or complete liquidation, redemption, reverse stock split, recapitalization, reorganization, or any other similar transaction, unless (i) the acquisition is approved by a committee of the board’s disinterested directors before the purchase of any shares by the offeror pursuant to the earlier takeover offer, or (ii) shareholders are afforded, at the time of the
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proposed
acquisition, a reasonable opportunity to dispose of the shares to the offeror upon substantially equivalent terms as those provided in the earlier takeover offer.
Greenmail Restrictions. Under Section 302A.553 of the MBCA, a corporation is prohibited from buying shares at an above-market price from a greater than 5% shareholder who has held the shares for less than two years unless (i) the purchase is approved by holders of a majority of the outstanding shares entitled to vote, or (ii) the corporation makes an equal or better offer to all shareholders for all other shares of that class or series and any other class or series into which they may be converted.
