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.

TARGET CORPORATION [[Image Removed: tgt-20210130_g2.jpg]] 2020 Form 10-K 17

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Earnings Per Share From                                                Percent Change
Continuing Operations                   2020     2019     2018         2020/2019   2019/2018
GAAP diluted earnings per share       $ 8.64   $ 6.34   $ 5.50           36.3  %     15.4  %
Adjustments                             0.78     0.05    (0.10)

Adjusted diluted earnings per share $ 9.42 $ 6.39 $ 5.39 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  [[Image Removed: tgt-20210130_g2.jpg]]   2020 Form 10-K      18


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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.



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                                                                             Percent Change
(dollars in millions)                                    2020         2019         2018                 2020/2019          2019/2018
Sales                                               $  92,400    $  77,130    $  74,433                   19.8  %             3.6  %
Other revenue                                           1,161          982          923                   18.2                6.3
Total revenue                                          93,561       78,112       75,356                   19.8                3.7
Cost of sales                                          66,177       54,864       53,299                   20.6                2.9
SG&A expenses                                          18,615       16,233       15,723                   14.7                3.2
Depreciation and amortization (exclusive of
depreciation included in cost of sales)                 2,230        2,357        2,224                   (5.4)               6.0
Operating income                                    $   6,539    $   4,658    $   4,110                   40.4  %            13.3  %



Rate Analysis                                                       2020            2019            2018
Gross margin rate                                                   28.4  %         28.9  %         28.4  %
SG&A expense rate                                                   19.9            20.8            20.9

Depreciation and amortization (exclusive of depreciation included in cost of sales) expense rate

                              2.4             3.0             3.0
Operating income margin rate                                         7.0             6.0             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.

TARGET CORPORATION [[Image Removed: tgt-20210130_g2.jpg]] 2020 Form 10-K 19

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Sales

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                            2020      2019      2018
Comparable sales change                     19.3  %    3.4  %    5.0  %
Drivers of change in comparable sales
Number of transactions                       3.7       2.7       5.0
Average transaction amount                  15.0       0.7       0.1



Contribution to Comparable Sales Change                                2020           2019           2018
Stores originated channel comparable sales change                       7.2 

% 1.4 % 3.2 % Contribution from digitally originated sales to comparable sales

                                                                  12.1            1.9            1.8
Total comparable sales change                                          19.3 

% 3.4 % 5.0 %

Note: Amounts may not foot due to rounding.



                   Sales by Channel         2020      2019      2018
                   Stores originated        82.1  %   91.2  %   92.9  %
                   Digitally originated     17.9       8.8       7.1
                   Total                     100  %    100  %    100  %



  TARGET CORPORATION  [[Image Removed: tgt-20210130_g2.jpg]]   2020 Form 10-K      20


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Sales by Product Category           2020      2019      2018
Apparel and accessories               16  %     19  %     18  %
Beauty and household essentials       26        27        26
Food and beverage                     20        19        20
Hardlines                             18        16        17
Home furnishings and décor            20        19        19
Total                                100  %    100  %    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           2020      2019      2018
Target Debit Card             12.3  %   12.6  %   13.0  %
Target Credit Cards            9.2      10.7      10.9
Total RedCard Penetration     21.5  %   23.3  %   23.8  %

Note: Amounts may not foot due to rounding.

Gross Margin Rate


                     [[Image Removed: tgt-20210130_g4.jpg]]
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.

TARGET CORPORATION [[Image Removed: tgt-20210130_g2.jpg]] 2020 Form 10-K 21

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Selling, General and Administrative (SG&A) Expense Rate



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      2020     2019
Beginning store count          1,868    1,844
Opened                            30       26
Closed                            (1)      (2)

Ending store count             1,897    1,868



Number of Stores and                                          Number of Stores                               Retail Square Feet (a)
Retail Square Feet                                    January 30, 2021       February 1, 2020           January 30, 2021     February 1, 2020
170,000 or more sq. ft.                                    273                    272                       48,798               48,619
50,000 to 169,999 sq. ft.                                1,509                  1,505                      189,508              189,227
49,999 or less sq. ft.                                     115                     91                        3,342                2,670
Total                                                    1,897                  1,868                      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 [[Image Removed: tgt-20210130_g2.jpg]] 2020 Form 10-K 22

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Reconciliation of Non-GAAP Financial Measures to GAAP Measures



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
                                                                              Per Share                                               Per Share                                              Per Share

(millions, except per share data) Pretax Net of Tax


    Amounts           Pretax           Net of Tax           Amounts          Pretax           Net of Tax           Amounts
GAAP diluted earnings per share
from continuing operations                                                  $   8.64                                                $   6.34                                               $   5.50
Adjustments
Loss on debt extinguishment             $  512          $      379          $   0.75          $    10          $         8          $   0.01          $    -          $         -          $      -
Loss on investment (a)                      19                  14              0.03               41                   31              0.06               -                    -                 -
Tax Act (b)                                  -                   -                 -                -                    -                 -               -                  (36)            (0.07)
Other (c)                                   28                  20              0.04              (17)                 (13)            (0.02)              -                    -                 -
Other income tax matters (d)                 -                 (21)            (0.04)               -                    -                 -               -                  (18)            (0.03)
Adjusted diluted earnings per
share from continuing operations                                            $   9.42                                                $   6.39                                               $   5.39


Note: Amounts may not foot due to rounding.
(a)Represents a loss on our investment in Casper Sleep Inc. (Casper), which is
not core to our continuing operations.
(b)Represents discrete items related to the Tax Act. Refer to   Note 19   to the
Financial Statements.
(c)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.
(d)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                                                                             Percent Change
(dollars in millions)                        2020         2019         2018                 2020/2019          2019/2018

Net earnings from continuing operations $ 4,368 $ 3,269 $ 2,930


                  33.6  %            11.6  %
 + Provision for income taxes               1,178          921          746                   27.9               23.4
 + Net interest expense                       977          477          461                  105.1                3.3
EBIT                                    $   6,523    $   4,667    $   4,137                   39.8  %            12.8  %
 + Total depreciation and amortization
(a)                                         2,485        2,604        2,474                   (4.6)               5.3
EBITDA                                  $   9,008    $   7,271    $   6,611                   23.9  %            10.0  %

(a)Represents total depreciation and amortization, including amounts classified within Depreciation and Amortization and within Cost of Sales.

TARGET CORPORATION [[Image Removed: tgt-20210130_g2.jpg]] 2020 Form 10-K 23

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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)
                                                      Trailing Twelve Months
     Numerator                                   January 30, 2021       February 1, 2020
     Operating income                      $      6,539              $           4,658
      + Net other income / (expense)                (16)                             9
     EBIT                                         6,523                          4,667
      + Operating lease interest (a)                 87                             86
      - Income taxes (b)                          1,404                          1,045
     Net operating profit after taxes      $      5,206              $           3,708



                                                             January 30,         February 1,         February 2,
Denominator                                                         2021                2020                2019
Current portion of long-term debt and other
borrowings                                                 $    1,144

$ 161 $ 1,052


 + Noncurrent portion of long-term debt                        11,536              11,338              10,223
 + Shareholders' investment                                    14,440              11,833              11,297
 + Operating lease liabilities (c)                              2,429               2,475               2,170
 - Cash and cash equivalents                                    8,511               2,577               1,556
Invested capital                                           $   21,038          $   23,230          $   23,186
Average invested capital (d)                               $   22,134          $   23,208

After-tax return on invested capital 23.5 % 16.0 %




(a)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.
(b)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.
(c)Total short-term and long-term operating lease liabilities included within
Accrued and Other Current Liabilities and Noncurrent Operating Lease
Liabilities, respectively.
(d)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 [[Image Removed: tgt-20210130_g2.jpg]] 2020 Form 10-K 24

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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.

TARGET CORPORATION [[Image Removed: tgt-20210130_g2.jpg]] 2020 Form 10-K 25

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Capital Expenditures


                     [[Image Removed: tgt-20210130_g5.jpg]]
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 [[Image Removed: tgt-20210130_g2.jpg]] 2020 Form 10-K 26

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Financing



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         Moody's     Standard and Poor's    Fitch
Long-term debt              A2                       A       A-
Commercial paper           P-1                     A-1       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.

TARGET CORPORATION [[Image Removed: tgt-20210130_g2.jpg]] 2020 Form 10-K 27

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    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

1 1 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 [[Image Removed: tgt-20210130_g2.jpg]] 2020 Form 10-K 28

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                              MANAGEMENT'S DISCUSSION AND ANALYSIS                  Table of Contents
                         NEW ACCOUNTING PRONOUNCEMENTS & FORWARD-LOOKING             Index to Financial
                                           STATEMENTS                                      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.



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.

TARGET CORPORATION [[Image Removed: tgt-20210130_g2.jpg]] 2020 Form 10-K 29

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      MANAGEMENT'S DISCUSSION AND ANALYSIS                    Table of 

Contents

QUANTITATIVE AND QUALITATIVE DISCLOSURES Index to Financial Statements

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