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
1.1 Name. The name of this plan is the "Target Corporation Executive Officer Cash Incentive Plan." It is sometimes hereinafter referred to as the "Plan." Unless otherwise defined in the Plan or the context clearly indicates to the contrary,
capitalized terms are defined in Article II.
1.2 Compensation Policy and Plan Intent. The Plan provides incentive cash bonus payments to Executive Officers whose work helps the Company achieve its goals and objectives.
1.3 Eligibility. Bonuses may be granted to any Executive Officer who is designated as a Participant from time to time by the Committee. Designation as a Participant for a Bonus in one period shall not confer on a Participant the right to participate in the Plan for any other period.
Article II—Definitions
2.1 Board. "Board"
means the Board of Directors of the Company.
2.2 Bonus. "Bonus" means an incentive award which, subject to such terms and conditions as may be prescribed by the Committee, entitles a Participant to receive a cash bonus payment from the Company pursuant to Article III.
2.3 Company. "Company" refers to Target Corporation and its subsidiaries.
2.4 Committee. "Committee"
means the Human Resources & Compensation Committee of the Board and if no such named committee shall be designated by the Board, it shall mean the Committee of the Board most nearly performing the duties of the Human Resources & Compensation Committee as defined at the time of its elimination as a Board Committee.
2.5 Executive Officer. "Executive Officer" is as defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended.
2.6 Participants. "Participants" means Executive Officers participating in the Plan.
2.7 Performance Measures. "Performance Measures" means any measure of
performance as determined by the Committee, including one or a combination of two or more Performance Measures. Performance Measures may be quantitative or qualitative in nature and may be different for individual Participants within the same Performance Period. Without limiting the authority of the Committee, Performance Measures may be based on total revenue; sales; comparable sales; earnings before one or more of interest, taxes, depreciation and amortization; net earnings; earnings per share; profitability as measured by return ratios (including, but not limited to, return on assets, return on equity, return on invested capital, return on revenue, and return on sales); operating income; cash flow (including, but not limited to, operating cash flow, free cash flow and cash flow return on investment); margins (including, but not limited to, one or more of gross, operating and net earnings margins); cost and expense management; interest coverage; debt leverage; net
debt; net debt to earnings before one or more of interest, taxes, depreciation, amortization and rent expense ratio; selling, general, and administrative expense rate; economic value added or similar value added measurements; total shareholder return; market share; Target Corporation share price; or working capital.
2.8 Performance Period. "Performance Period" is the period, which shall be a period of at least one fiscal quarter, specified by the Committee at the time a Bonus is granted during which specified Performance Measures must be attained as a condition to the payment of the Bonus.
Article III—Bonuses
3.1 General. Bonuses
may be granted to a Participant in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee. The Committee, at the time a Bonus is granted, shall specify the terms and conditions which govern the Bonus, which terms and conditions will prescribe the degree of attainment of such Performance Measures required for payment of a Bonus and that the Bonus shall be earned only upon, and to the extent that, Performance Measures as described in Section 3.2 are satisfied within the Performance Period for the Bonus. The Committee may establish terms and conditions for payment of Bonuses in the event of changes of duties of any Participant with the Company during the Performance Period or in the event of a Participant's termination of employment (including death, disability, retirement, or termination with or without cause) or leave of absence.
Different terms and conditions may be established by the Committee for different Bonuses and for different Participants.
3.2 Performance Measures. Payment of Bonuses shall be contingent upon the degree of attainment of specified Performance Measures over the Performance Period. Multiple Performance Periods may be established, each with different lengths and which run concurrently. Performance Measures may be absolute in their terms, on a per share basis, measured as a change from prior periods, measured against or in relationship to other companies comparably, similarly or otherwise situated or measured against other indices or external measures, and may relate to the Company or a segment, subsidiary, operating company, division, unit or test strategy or new venture of
the Company. Each measure that is a financial measure shall be adjusted if so determined by the Committee, to exclude unusual or non-recurring events, changes in accounting principles or methods, realized investment gains or losses, discontinued operations, acquisitions, divestitures, material restructuring or impairment charges, retained and uninsured losses for natural catastrophes and any other items as the Committee determines to be appropriate.
3.3 Payment of Bonuses. Following the completion of each Performance Period, the Committee shall certify the level of attainment of the applicable Performance Measures for each Participant. Bonuses shall be paid to Participants in cash at a time determined by the Committee, but in no event later than two and one-half months
after the end of the fiscal year in which the Performance Period ends. However, any Participant who is a participant in a deferred compensation plan may defer payment of his/her Bonus if and to the extent permissible under any such plan.
3.4 Adjustments. The Committee may adjust the specified Performance Measures or the degree of attainment required to earn a Bonus for such factors as may permit consistent computation, such as those factors set forth in Section 3.2 above. In addition, the Committee is authorized at any time during or after a Performance Period, in its sole and absolute discretion, to adjust, increase, reduce or eliminate a Bonus payable to any Participant for any reason.
Article IV—General
4.1 Administration and Interpretation
of Plan. This Plan shall be interpreted by the Committee and its interpretations shall be final and binding on Participants and all other parties in interest.
The Plan shall be administered by the Committee. The Committee reserves the right, from time to time, to prescribe rules and regulations which are not inconsistent with the provisions of the Plan, and to modify or revoke such rules and regulations at such time and in such manner as it may deem proper. The Committee may specify a pool from which some or all Bonuses may be paid to all or a subset of Participants in accordance with this Plan and grant Bonuses under Section 3.1 based on allocations from such pool. The then current Plan shall be available, upon request, for review by any Participant or his or her duly authorized agent. The Committee may correct any defect, supply any omission or reconcile any inconsistency
in this Plan or in any Bonus in the manner and to the extent it shall deem desirable. The determinations of the Committee in the administration of this Plan, as described herein, shall be final, binding and conclusive, subject to the provisions of this Plan.
All persons in the Plan shall be bound by the terms of the Plan and of all rules and regulations pursuant thereto, all as now in effect or hereafter amended, promulgated or passed.
2
4.2 Rights of Participants and Beneficiaries. The Plan is not an employment agreement and does not ensure or evidence to any degree the continued employment or the claim to continued employment
of any Participant for any time or period or job.
No Participant or beneficiary shall, by virtue of this Plan, have any interest in any specific asset or assets of the Company. If a Bonus has been granted, a Participant or beneficiary has only an unsecured right to receive cash payments in accordance with and at the times specified by the Plan.
No Participant shall have the right or ability to assign, pledge, or otherwise dispose of any part of a Bonus hereunder.
4.3 Amendment, Modification and Termination of the Plan. The Committee may at any time terminate, suspend or modify the Plan and the terms and provisions of any Bonus to any Participant which has not been paid. No Bonus may
be granted during any suspension of the Plan or after its termination.
4.4 Unfunded Plan. The Plan shall be unfunded, and the Company shall not be required to segregate any assets that may at any time be represented by Bonuses under the Plan.
4.5 Other Benefit and Compensation Programs; No Right to Employment. The adoption of the Plan by the Committee shall not be construed as creating any limitation on the power of the Board to adopt such other incentive arrangements as it may deem appropriate. Payments received by a Participant under a Bonus granted pursuant to the Plan shall not be deemed a part of the Participant’s regular recurring compensation for
purposes of the termination, indemnity or severance pay law of any state, and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract, or arrangement, except in those cases in which the Committee expressly determines otherwise. Nothing in the Plan or any Bonus constitutes or implies any obligation or undertaking to employ or retain a Participant for any period of time or in any position or any limitation of the Company to terminate a Participant’s employment at any time with or without notice or cause.
4.6 Governing Law. To the extent that federal laws do not otherwise control, the Plan and all determinations
made and actions taken pursuant to the Plan shall be governed by the laws of the State of Minnesota without regard to its conflicts-of-law principles and shall be construed accordingly. The exclusive forum and venue for any legal action arising out of or related to the Plan shall be the United States District Court for the District of Minnesota, and each Participant, as a condition of participating in the Plan, submits to the personal jurisdiction of that court. If neither subject matter nor diversity jurisdiction exists in the United States District Court for the District of Minnesota, then the exclusive forum and venue for any such action shall be the courts of the State of Minnesota located in Hennepin County, and each Participant, as a condition of participating in the Plan, submits to the personal jurisdiction of that court.
4.7 Tax Withholding. The
Company shall have the right to withhold from cash payments under the Plan to a Participant or other person an amount sufficient to cover any withholding taxes the Company reasonably determines are legally payable by the Participant.
4.8 Compensation Recoupment Policy. Bonuses shall be subject to any compensation recoupment policy adopted by the Board or the Committee at any time prior to or after the effective date of the Plan, and as such policy may be amended from time to time after its adoption.
4.9 Miscellaneous Provisions.
a. Headings. Headings at the beginning of sections
hereof are for convenience of reference, shall not be considered a part of the text of the Plan, and shall not influence its construction.
b. Construed as a Whole. The provisions of the Plan shall be construed as a whole in such manner as to carry out the provisions thereof and shall not be construed separately without relation to the context.
3
4.10 Effective Date of the Plan. The Plan shall become effective as of January 31, 2021, and shall remain in effect until it has been terminated pursuant to Section 4.3.
4
Dates Referenced Herein and Documents Incorporated by Reference
