EX-99.A 7 a2040678zex-99_a.htm EXHIBIT 99.A Prepared by MERRILL CORPORATION www.edgaradvantage.com
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 11-K


(Mark One)


/x/

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the fiscal year ended December 31, 2000

OR

/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                to                

Commission File Number 1-6049

    A.  Full title of the plan and address of the plan, if different from that of the issuer named below: Target Corporation 401(k) Plan.

    B.  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

TARGET CORPORATION
777 Nicollet Mall
Minneapolis, Minnesota 55402-2055





Consent of Independent Auditors

     We consent to the incorporation by reference in the Registration Statement (Form S-8, Nos. 333-27435 and 333-86373) pertaining to the Target Corporation 401(k) Plan of our report dated March 30, 2001, with respect to the financial statements and schedules of the Target Corporation 401(k) Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2000.

/s/ Ernst & Young LLP

Minneapolis, Minnesota
April 16, 2001


T A R G E T  C O R P O R A T I O N  4 0 1 (K)  P L A N

Audited Financial Statements and Schedules
Years ended December 31, 2000 and 1999


Target Corporation 401(k) Plan

Audited Financial Statements and Schedules

Years ended December 31, 2000 and 1999


Contents

Report of Independent Auditors   1

Audited Financial Statements and Schedules

 

 

Statements of Net Assets Available for Benefits

 

2
Statements of Changes in Net Assets Available for Benefits   4
Notes to Financial Statements   6
Schedule H, Line 4i—Schedule of Assets Held for Investment Purposes at End of Year   14
Schedule H, Line 4j—Schedule of Reportable Transactions   16


Report of Independent Auditors

Board of Directors
Target Corporation

We have audited the accompanying statements of net assets available for benefits of the Target Corporation 401(k) Plan (previously known as the Dayton Hudson Corporation 401(k) Plan) (the Plan) as of December 31, 2000 and 1999, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2000 and 1999, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes at end of year as of December 31, 2000, and reportable transactions for the year then ended are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan's management. These supplemental schedules have been subjected to the auditing procedures applied in the audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

March 30, 2001


Target Corporation 401(k) Plan

Statement of Net Assets Available for Benefits
(in 000s)

December 31, 2000

 
  Total
  Participant Directed Funds
  Non-Participant Directed
Employer Match Funds

 
   
 
Assets                    
Interfund receivable/(payable)   $   $ 206   $ (206 )
Receivables:                    
  Participants' 401(k) and after-tax contributions     2,416     2,416      
  Employer contribution     1,393         1,393  
  Interest     1,932     1,903     29  
  Securities sold but not settled     3,077     1,204     1,873  
   
 
Total receivables     8,818     5,523     3,295  

Cash

 

 

250

 

 


 

 

250

 
Investments     3,207,557     1,922,419     1,285,138  
   
 
Total assets     3,216,625     1,928,148     1,288,477  

Liabilities

 

 

 

 

 

 

 

 

 

 
Expenses payable     718     528     190  
Withdrawals payable to participants     119     70     49  
   
 
Total liabilities     837     598     239  
   
 
Net assets available for benefits   $ 3,215,788   $ 1,927,550   $ 1,288,238  
   
 

See accompanying notes.


Target Corporation 401(k) Plan

Statement of Net Assets Available for Benefits
(in 000s)

December 31, 1999

 
  Total
  Participant Directed Funds
  Non-Participant Directed Employer Match Funds
 
   
 
Assets                    
Interfund receivable/(payable)   $   $ 110   $ (110 )
Receivables:                    
  Participants' 401(k) and after-tax contributions     2,036     2,036      
  Employer contribution     970         970  
  Interest     2,830     2,819     11  
  Securities sold but not settled     2,809     2,571     238  
   
 
Total receivables     8,645     7,426     1,219  

Investments

 

 

3,491,945

 

 

1,987,754

 

 

1,504,191

 
   
 
Total assets     3,500,590     1,995,290     1,505,300  

Liabilities

 

 

 

 

 

 

 

 

 

 
Expenses payable     753     406     347  
Withdrawals payable to participants     531     531      
   
 
Total liabilities     1,284     937     347  
   
 
Net assets available for benefits   $ 3,499,306   $ 1,994,353   $ 1,504,953  
   
 

See accompanying notes.


Target Corporation 401(k) Plan

Statement of Changes in Net Assets Available for Benefits
(in 000s)

Year ended December 31, 2000

 
  Total
  Participant Directed
Funds

  Non-Participant Directed Employer Match Funds
 
   
 
Participants' 401(k) and after-tax contributions   $ 158,705   $ 158,705   $  
Employer contributions     88,568         88,568  
Investment income:                    
  Interest (net)     27,822     26,461     1,361  
  Dividends     13,773     5,439     8,334  
   
 
Total investment income     41,595     31,900     9,695  
   
 
      288,868     190,605     98,263  

Distributions to participants

 

 

(253,831

)

 

(174,611

)

 

(79,220

)
Trustee fees     (790 )   (451 )   (339 )
Administration fees     (5,986 )   (3,933 )   (2,053 )
   
 
      (260,607 )   (178,995 )   (81,612 )

Net realized and unrealized (depreciation) in fair value of investments

 

 

(311,779

)

 

(115,483

)

 

(196,296

)
Interfund transfers         37,070     (37,070 )
   
 
Net (decrease)     (283,518 )   (66,803 )   (216,715 )

Net assets available for benefits at beginning of year

 

 

3,499,306

 

 

1,994,353

 

 

1,504,953

 
   
 
Net assets available for benefits at end of year   $ 3,215,788   $ 1,927,550   $ 1,288,238  
   
 

See accompanying notes.


Target Corporation 401(k) Plan

Statement of Changes in Net Assets Available for Benefits
(in 000s)

Year ended December 31, 1999

 
  Total
  Participant Directed
Funds

  Non-Participant Directed
Employer Match Funds

 
   
 
Participants' 401(k) and after-tax contributions   $ 164,941   $ 164,941   $  
Employer contributions     78,326         78,326  
Investment income:                    
  Interest (net)     25,075     25,007     68  
  Dividends     23,743     5,126     18,617  
   
 
Total investment income     48,818     30,133     18,685  
   
 
      292,085     195,074     97,011  

Distributions to participants

 

 

(238,628

)

 

(167,934

)

 

(70,694

)
Trustee fees     (706 )   (473 )   (233 )
Administration fees     (5,001 )   (2,885 )   (2,116 )
   
 
      (244,335 )   (171,292 )   (73,043 )

Net realized and unrealized appreciation in fair value of investments

 

 

712,908

 

 

348,367

 

 

364,541

 
Interfund transfers         26,704     (26,704 )
   
 
Net increase     760,658     398,853     361,805  

Net assets available for benefits at beginning of year

 

 

2,738,648

 

 

1,595,500

 

 

1,143,148

 
   
 
Net assets available for benefits at end of year   $ 3,499,306   $ 1,994,353   $ 1,504,953  
   
 

See accompanying notes.


Target Corporation 401(k) Plan

Notes to Financial Statements

December 31, 2000

1. Description of the Plan

The Target Corporation 401(k) Plan (the Plan) was previously known as the Dayton Hudson Corporation 401(k) Plan.

Employees of Target Corporation (the Company) who meet certain eligibility requirements of age, length of service and hours worked per year can participate in the Plan. Under the terms of the Plan, participants can invest up to 20% of their current gross cash compensation in the Plan, within ERISA limits, in any combination of before-tax and/or after-tax contributions.

Participants identified as "highly-compensated," as defined by ERISA, are not allowed to make after-tax contributions and are limited to contributions of up to 5% of gross cash compensation (to a limit of $170,000 for 2000 and $160,000 for 1999 of compensation) on a before-tax basis for 2000 and 1999, subject to certain IRS limitations.

The Company matches 100% of all participants' 401(k) and after-tax contributions up to 5% of each participant's gross cash compensation. Through December 31, 2000, the Company's contributions to the Plan were invested in Company stock. These contributions are reflected in the column titled "Non-Participant Directed Employer Match Funds" on the financial statements.

Participants vest 33% in the employer-matching contributions after having been in the Plan one year and an additional 33% in each of the next two years, fully vesting after three years. Participant contributions are fully vested at all times. Participants who leave the Plan forfeit unvested Company contributions which are used to reduce future Company contributions. For the years ended December 31, 2000 and 1999, forfeitures were $4,728 and $4,750, respectively.

Participants may receive benefits upon termination, death, disability or retirement as either a lump-sum amount equal to the vested value of his or her account, or in installments, subject to certain plan restrictions. Participants may also withdraw some or all of their account balances prior to termination, subject to certain plan restrictions.

Expenses, including fund management fees (which are netted against investment interest income), trustee fees, monthly processing costs (including recordkeeping fees), quarterly statement preparation and distribution and other third party administrative expenses are the significant expenses paid by the Plan.

Participants are entitled to apply for up to two loans from the Plan, one for the purchase of a primary residence, the other a general purpose loan, subject to certain restrictions, as defined in the Plan. Repayment of loans, including interest, is allocated to participants' investment accounts in accordance with each participant's investment election in effect at the time of the repayment.

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

For more detailed information regarding the Plan, participants may refer to the Summary Plan Description (SPD) available from the Company.

2. Accounting Policies

Accounting Method

All investments are carried at fair market value except fully benefit responsive investment contracts which are stated at contract value. Contract value represents contributions made under the contract, plus interest at the contract rate, less funds used to pay Plan benefits. Common stock is valued at the quoted market price on the last business day of the Plan year. Collective investment fund values are based on the fair value of the underlying securities (as determined by quoted market prices) as of the


last business day of the Plan year. The Company's preferred stock (see Note 4) was valued on a daily basis by an outside consulting firm and was based primarily on the market price of the Company's common stock. Participant loans are valued at the unpaid principal balance.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates.

Reclassifications

Certain amounts in the 1999 financial statements have been reclassified to conform with the 2000 presentation.

3. Investments (in 000s)

The Plan allows participants to choose from among 12 investment funds. Participants may change their fund designations for past and future contributions on a daily basis.

The yield on the Plan's investment contracts for the years ended December 31, 2000 and 1999 ranged from 6.39% to 6.89% and 7.51% to 8.30%, respectively. Fair value of the investment contracts was estimated to be approximately 102% and 101% of contract value for years ended December 31, 2000 and 1999, respectively. Fair value was estimated by discounting future cash flows under the contracts at current interest rates for similar investments with comparable terms. Under the contracts, the issuer does not guarantee payment of withdrawals at contract value as a result of premature termination of the contract by the Plan or upon Plan termination.

The Plan's investments are held by State Street Bank, the Trustee. The Plan's investments, including investments bought, sold, as well as held during the year, (depreciated) appreciated in fair value as follows:

 
  Net
(Depreciation)
Appreciation
in Fair Value
During Year

 
Year ended December 31, 2000:        
  Collective investment funds   $ (49,192 )
  Target Corporation Common Stock     756,198  
  Target Corporation Convertible Preferred Stock (See Note 4 regarding stock conversion)     (1,018,785 )
   
 
    $ (311,779 )
   
 
Year ended December 31, 1999:        
  Collective investment funds   $ 102,207  
  Target Corporation Common Stock     257,863  
  Target Corporation Convertible Preferred Stock     352,838  
   
 
    $ 712,908  
   
 

The fair value of individual investments representing 5% or more of the Plan's net assets is as follows:

 
  December 31

 
  2000
  1999
   
Target Corporation Convertible Preferred Stock: Series B   $   $ 1,388,379
Target Corporation Common Stock     2,104,600     983,660
State Street Bank & Trust Co. Flagship S&P 500 Index Fund     309,144     352,124
AIL Financial Products Group Annuity Contract No. 130221     179,282     **
Pacific Mutual Life Insurance Co. Group Annuity Contract No. 26255     178,024     **

**Does not exceed 5% of net assets at December 31, 1999.

4. Transactions With Parties-in-Interest

During the years ended December 31, 2000 and 1999, the Plan engaged in the following transactions related to the Company's Common Stock:

 
  2000
  1999
   
Number of common shares purchased     8,726     9,378
Cost of common shares purchased   $ 264,353   $ 298,801

Number of common shares sold

 

 

7,360

 

 

7,704
Market value of common shares sold   $ 247,091   $ 255,195
Cost of common shares sold   $ 101,301   $ 162,102

Number of common shares distributed in kind

 

 

710

 

 

498
Market value of common shares distributed in kind   $ 21,897   $ 15,976
Cost of common shares distributed in kind   $ 8,610   $ 10,293

Dividends received (non-pass-thru)

 

$

5,712

 

$

5,132

During 2000, the Company distributed to shareholders one additional share of common stock for each share owned, resulting in a two-for-one common stock split. All share amounts in this report reflect the split.

The Plan includes an employee stock ownership feature. In 1990, the Plan purchased 438,353 shares of Series B ESOP Convertible Preferred Stock from the Company at a price of $864.60 per share. The Preferred Stock was purchased with the proceeds of a $379 million, 9% note payable to the Company. The note had interest payable quarterly and the principal balance was paid in full in June 1998. Annual principal payments were made to comply with ERISA regulations. Starting November 1998, 3,734 shares of Series B-1 ESOP Preferred Stock were issued and allocated to the Plan for the remainder of the year. Series B-1 Stock had the same preferences and rights as Series B Stock. As of December 31, 2000 and 1999, the Plan held no Series B-1 Stock.

The original issue value of the Preferred Stock ($864.60 per share) was guaranteed by the Company with each share convertible into 60 shares of the Company's Common Stock. The ESOP Preferred Shares had voting rights equal to the equivalent number of shares of Common Stock and were entitled to cumulative dividends of $56.20 per share each year. At December 31, 1999, 442,087 shares of Preferred Stock were allocated to participant accounts, 126,994 shares were converted and no shares were unallocated. The Company was also required to contribute to the Plan to guarantee the difference in the value of the Preferred Shares versus the value of the converted Common Shares upon withdrawal and distribution from the Plan. This contribution was $527 for the year ended December 31, 1999. On January 11, 2000, all preferred shares were converted at the discretion of the trustee, into common shares. The conversion had no impact on net assets available for benefits.


During 2000 and 1999, the Plan received match-related dividends of $8,334 and $18,616, respectively, on Target Corporation Series B and B-1 ESOP Convertible Preferred Stock and Common Stock.

5. Reconciliation of Financial Statements to Form 5500 (in 000s)

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

 
  December 31

 
 
  2000
  1999
 
   
 
Net assets available for benefits per the financial statements   $ 3,215,788   $ 3,499,306  
Amounts payable to terminating participants     (1,437 )   (1,420 )
   
 
Net assets available for benefits per the Form 5500   $ 3,214,351   $ 3,497,886  
   
 

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:

 
  Year ended December 31, 2000
 
Benefits paid to participants per the financial statements   $ 253,831  
Subtract amounts payable to terminating participants at December 31, 1999     (1,420 )
Add amounts payable to terminating participants at December 31, 2000     1,437  
   
 
Benefits paid to participants per the Form 5500   $ 253,848  
   
 

6. Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated March 15, 1995, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this issuance of the determination letter, the Plan was amended and restated. The amended and restated Plan has since applied for, but has not yet received, a new determination letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. Distributions of benefits to participants, their estates or beneficiaries generally are subject to federal and state income tax at ordinary income tax rates. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended and restated, is qualified and the related trust is tax-exempt.


Target Corporation 401(k) Plan

EIN: 41-0215170
Plan #002

Schedule H, Line 4i—Schedule of Assets Held for
Investment Purposes at End of Year

December 31, 2000

Face Amount
or Number of
Shares/Units

  Identity of Issue and Description of Investment
  Cost
  Current Value
 

 
CASH EQUIVALENTS        

 

 

*State Street Bank & Trust Co.

 

 

 

 

 

 

 
$48,414,142     Short Term Investment Fund   $ 48,414,142   $ 48,414,142  

GROUP ANNUITY CONTRACTS

 

 

 

 

 

 

American International Life Group (AIL) Financial Products

 

 

 

 

 

 

 
179,282,087   Group Annuity Contract No. 130221, 6.38%, due 12/31/02     179,282,087     179,282,087  

 

 

Blackrock Financial Management, Inc.

 

 

 

 

 

 

 
    Managed Synthetic Guaranteed Investment Contract              
  Wrap Instruments for AIL GAC No. 130221     (3,337,596 )   (3,337,596 )

 

 

Pacific Mutual Life Insurance Co.

 

 

 

 

 

 

 
178,024,089   Group Annuity Contract No. 26255, 1.0%, due 1/01/10     178,024,089     178,024,089  

 

 

Goldman Sachs

 

 

 

 

 

 

 
    Managed Synthetic Guaranteed Investment Contract              
  Wrap Instrument for Pacific Mutual GAC No. 26255     (3,339,650 )   (3,339,650 )
       
 
    TOTAL GROUP ANNUITY CONTRACTS     350,628,930     350,628,930  

COLLECTIVE INVESTMENT FUNDS

 

 

 

 

 

 

Norwest Bank Minnesota, N.A.

 

 

 

 

 

 

 
1,450,715   Stable Return Fund     42,843,142     43,889,934  

 

 

Norwest Bank Minnesota, N.A.

 

 

 

 

 

 

 
1,731,389   Managed Synthetic Fund     20,000,000     20,969,247  

 

 

*State Street Bank & Trust Co.

 

 

 

 

 

 

 
1,369,730   Flagship S&P 500 Index Fund     197,613,140     309,143,885  

 

 

*State Street Bank & Trust Co.

 

 

 

 

 

 

 
4,053,386   Bond Market Index Fund     50,037,154     55,413,838  

Target Corporation 401(k) Plan

EIN: 41-0215170
Plan #002

Schedule H, Line 4i—Schedule of Assets Held for
Investment Purposes at End of Year (continued)

Face Amount
or Number of
Shares/Units

  Identity of Issue and Description of Investment
  Cost
  Current Value

COLLECTIVE INVESTMENT FUNDS (continued)      

 

 

*State Street Bank & Trust Co.

 

 

 

 

 

 
$6,464,761   Russell 3000 Fund   $ 64,771,975   $ 61,925,950

 

 

*State Street Bank & Trust Co.

 

 

 

 

 

 
4,077,163   Russell 2000 Fund     57,392,643     59,860,905

 

 

*State Street Bank & Trust Co.

 

 

 

 

 

 
2,578,728   EAFE Series A     33,058,306     35,916,528

 

 

*State Street Bank & Trust Co.

 

 

 

 

 

 
972,782   Daily EAFE     11,188,047     10,949,634

 

 

Barclays Global Investors

 

 

 

 

 

 
553,243   U.S. Tactical Asset Allocation Fund F     8,893,730     9,488,115

 

 

*State Street Bank & Trust Co.

 

 

 

 

 

 
539,160   Emerging Market Stock Fund     4,916,502     3,785,440

 

 

Barclays Global Investors

 

 

 

 

 

 
3,902,696   Growth Equity Fund F     41,650,229     38,324,480

 

 

Barclays Global Investors

 

 

 

 

 

 
1,395,756   Value Equity Fund F     14,398,459     15,939,529
       
    TOTAL COLLECTIVE INVESTMENT FUNDS     546,763,327     665,607,485

COMMON STOCK

 

 

 

65,258,909

 

*Target Corporation

 

 

926,140,681

 

 

2,104,599,815

PARTICIPANT LOANS

 

 

 

38,306,182

 

Participant loans, interest rates ranging from 8.75% to 10.5%

 

 


 

 

38,306,182
       
    TOTAL ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR   $ 1,871,947,080   $ 3,207,556,554
       

*Indicates a party-in-interest to the Plan.


Target Corporation 401(k) Plan

EIN: 41-0215170
Plan #002

Schedule H, Line 4j—Schedule of Reportable Transactions

Year ended December 31, 2000

Identity of Party Involved
  Description of Asset
  Purchase Price
  Selling Price
  Cost of Asset
  Current Value of
Asset on Transaction
Date

  Net Gain/ (Loss)

Category (iii)—Series of Transactions in Excess of 5% of Plan Assets            
Target Corporation   43,175,589 units purchased in 194 transactions   $ 1,003,919,103         $ 1,003,919,103   $ 1,003,919,103      
  Common Stock   24,384,482 units sold in 54 transactions         $ 639,125,162     480,047,504     639,125,162   $ 159,077,658

State Street Bank & Trust Co.

 

330,067,532 units purchased in 110 transactions

 

 

330,067,532

 

 

 

 

 

330,067,532

 

 

330,067,532

 

 

 
  Short Term Investment   334,448,882 units sold in 150 transactions           334,448,882     334,448,882     334,448,882    

There were no category (i), (ii) or (iv) transactions for the year ended December 31, 2000.




QuickLinks

Consent of Independent Auditors
Target Corporation 401(k) Plan Audited Financial Statements and Schedules Years ended December 31, 2000 and 1999
Contents
Report of Independent Auditors
Target Corporation 401(k) Plan Statement of Net Assets Available for Benefits (in 000s) December 31, 2000
Target Corporation 401(k) Plan Statement of Net Assets Available for Benefits (in 000s) December 31, 1999
Target Corporation 401(k) Plan Statement of Changes in Net Assets Available for Benefits (in 000s) Year ended December 31, 2000
Target Corporation 401(k) Plan Statement of Changes in Net Assets Available for Benefits (in 000s) Year ended December 31, 1999
Target Corporation 401(k) Plan Notes to Financial Statements
Target Corporation 401(k) Plan EIN: 41-0215170 Plan #002 Schedule H, Line 4i—Schedule of Assets Held for Investment Purposes at End of Year December 31, 2000
Target Corporation 401(k) Plan EIN: 41-0215170 Plan #002 Schedule H, Line 4i—Schedule of Assets Held for Investment Purposes at End of Year (continued)
Target Corporation 401(k) Plan EIN: 41-0215170 Plan #002 Schedule H, Line 4j—Schedule of Reportable Transactions Year ended December 31, 2000