UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 21, 2001 --------------------------- TARGET CORPORATION (Exact name of registrant as specified in its charter) MINNESOTA 1-6049 41-0215170 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 777 NICOLLET MALL MINNEAPOLIS, MINNESOTA 55402-2055 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (612) 370-6948 ------------------------

ITEM 5. OTHER EVENTS ------------ Target Corporation is placing on file as Exhibit 99 a copy of the Company's press release dated March 6, 2001 containing its financial results for the quarter and fiscal year ended February 3, 2001. Final financial statements with additional analyses will be filed as part of the Company's Form 10-K for the year ended February 3, 2001. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (c) Exhibits 99 Target Corporation's press release dated March 6, 2001 containing its financial results for the quarter and fiscal year ended February 3, 2001 2

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TARGET CORPORATION Date: March 21, 2001 By /s/ Douglas A. Scovanner -------------------------------------------- Douglas A. Scovanner Executive Vice President and Chief Financial Officer 3

INDEX TO EXHIBITS Exhibit Number Description Method of Filing - ------ --------------------------------------------------------------- ----------------------- 99 Target Corporation's press release dated March 6, 2001 containing its financial results for the quarter and fiscal year ended February 3, 2001.......................................Electronic Transmission 4

Exhibit 99 [TARGET CORPORATION LOGO] INVESTOR RELATIONS NEWS FOR IMMEDIATE RELEASE Contact: Susan Kahn (612) 370-6735 TARGET CORPORATION FOURTH QUARTER EARNINGS PER SHARE $0.61; FISCAL 2000 EARNINGS PER SHARE $1.38 COMPANY ACQUIRES RIGHTS TO 35 FORMER WARDS STORES MINNEAPOLIS, MARCH 6, 2001 -- Target Corporation today reported earnings per share for the fourth quarter ended Feb. 3, 2001 of 61 cents, compared with 56 cents before unusual items in fourth quarter 1999. On the same basis, fourth-quarter net earnings increased 5.9 percent to $552 million, compared with $522 million in 1999. All earnings per share figures refer to diluted earnings per share. For the full year, diluted earnings per share were $1.38, an increase of 9.2 percent compared with $1.27 before unusual items in 1999. Net earnings were $1.264 billion, up 6.7 percent compared with $1.185 billion before unusual items in 1999. Including unusual items for 1999, 2000 earnings per share grew 13.1 percent and net earnings rose 10.5 percent. Unusual items in the prior year were principally related to the early extinguishment of debt. "We are satisfied with our fourth quarter and total year 2000 results in light of the current economic environment," said Bob Ulrich, chairman and chief executive officer of Target Corporation. "In 2001, we will continue to manage our business with a disciplined approach and, over the long-term, we remain confident in our ability to achieve average annual earnings per share growth of 15 percent." Separately, Target Corporation also announced that it has agreed to acquire the rights to 35 former Wards stores. Following extensive remodeling efforts, the company plans to open 30 or more of these locations in 2002 as new Target stores. "The acquisition of these former Wards stores was an excellent opportunity for Target to purchase sites in a number of premier markets, including California, where prime real estate is particularly difficult to find," Ulrich said. --more --

FULL-YEAR RESULTS For fiscal 2000, a 53-week year, total revenues increased 9.5 percent to $36.903 billion from $33.702 billion in 1999, a 52-week period. In addition to the extra week, revenue growth in 2000 reflected 52-week comparable store sales growth of 2.4 percent and contribution from Target's new store expansion. (Total revenues include retail sales and net credit revenues. Comparable-store sales are sales from stores open longer than one year.) The company's full-year gross margin rate decreased primarily due to the mix impact of growth at Target, our lowest margin rate division. (Gross margin rate represents gross margin as a percentage of sales.) The full-year operating expense rate was essentially even with the prior year, benefiting from overall growth at Target, our lowest expense rate division, offset by lack of sales leverage at both Mervyn's and Marshall Field's. (Operating expense rate represents selling, general and administrative expense, including buying and occupancy, advertising, start-up and other expense, as a percentage of revenues.) For the year, pre-tax segment profit increased 6.3 percent to $2.682 billion, compared with $2.523 billion in 1999. Target's pre-tax profit increased 10.0 percent; Mervyn's pre-tax profit grew 31.1 percent; and Marshall Field's pre-tax profit declined 36.0 percent. (Pre-tax segment profit is earnings before LIFO, securitization effects, interest, other expense and unusual items.) FOURTH-QUARTER RESULTS Reflecting a 14-week vs. 13-week comparison, fourth-quarter revenues increased 12.8 percent to $12.324 billion from $10.930 billion in the same period last year. Thirteen-week comparable-store sales for fourth quarter 2000 increased 1.8 percent. Both the gross margin rate and the operating expense rate in the quarter were unfavorable to the prior year period. Fourth-quarter 2000 pre-tax segment profit increased 7.9 percent to $1.079 billion, compared with $1.000 billion in the fourth quarter of 1999. OTHER FACTORS Fourth-quarter and full-year gross margin results include a pre-tax LIFO charge of $4 million in 2000, compared with a $7 million credit in the same periods in 1999. On a year-over-year basis, LIFO was unfavorable to full-year earnings per share by $.01. --more --

TARGET CORPORATION PAGE 3 Net interest expense and interest equivalent for the quarter increased $22 million compared with fourth quarter 1999 due to higher average funded balances and the impact of the 14th week, partially offset by a lower average portfolio interest rate. For the full year, net interest expense and interest equivalent increased $33 million due to higher average funded balances and the impact of the 53rd week, partially offset by a lower average portfolio interest rate. For the full year, credit revenue and profitability grew essentially in line with growth in accounts receivable serviced. The contribution from credit in 2000 increased 8.1 percent to $400 million from $370 million in 1999, on year-end serviced receivables of $2.91 billion and $2.68 billion, respectively. The company's annual effective income tax rate was 38.4 percent, compared with 38.8 percent last year. During the quarter, the company repurchased $18 million of its common stock, acquiring 0.8 million shares at an average price of $23.21 per share. For the year, the company repurchased 21.2 million shares at an average price of $27.92, investing $591 million in its common stock. Since the inception of its share repurchase program, the company has repurchased a total of 40.0 million shares at an average price of $29.50 per share, representing a total investment of $1.18 billion. MISCELLANEOUS Target Corporation will webcast its fourth quarter earnings conference call at 9:30am CST today. Investors and the media are invited to listen to the call through the company's website at www.target.com (click on "company/Target Corporation/investor information/investors overview"). A telephone replay of the call will be available beginning at approximately 11:30am CST today through the end of business on March 7, 2001. The replay number is (800) 633-8284 and the passcode is 17960665. Forward-looking statements in this release should be read in conjunction with the cautionary statements in Exhibit (99)C to the company's 1999 Form 10-K. In a separate announcement issued this morning, Target Corporation also released its sales results for the month of February. Target Corporation operates large-store general merchandise formats, including discount stores, moderate-priced promotional and traditional department stores, as well as a direct mail and on-line business called target.direct. At year-end, the company operated 1,307 stores in 46 states. This included 977 Target stores, 266 Mervyn's stores and 64 Marshall Field's stores. Target Corporation news releases are available at www.target.com or www.prnewswire.com, or by fax, through Company News on Call at 800-758-5804 extension 342677. ### (Tables Follow)

[TARGET CORPORATION LOGO] CONSOLIDATED RESULTS OF OPERATIONS (Unaudited) Three Months Ended Year Ended ------------------------------------------------------------------------ (Millions, except per share data) FEBRUARY 3, January 29, % FEBRUARY 3, January 29, % 2001 2000 Change 2001 2000 Change ---------- ---------- ------ ---------- ---------- ------ Sales $ 12,182 $ 10,804 12.8% $ 36,362 $ 33,212 9.5% Net credit revenues 142 126 13.1 541 490 10.4 ---------- ---------- ------ ---------- ---------- ------ Total revenues 12,324 10,930 12.8 36,903 33,702 9.5 Cost of sales 8,639 7,620 13.4 25,295 23,029 9.8 Selling, general and administrative expense 2,422 2,135 13.4 8,190 7,490 9.3 Depreciation and amortization 247 223 10.6 940 854 10.1 Interest expense 121 99 22.6 425 393 8.2 ---------- ---------- ------ ---------- ---------- ------ Earnings before income taxes and extraordinary 895 853 5.1 2,053 1,936 6.1 charges Provision for income taxes 343 331 3.8 789 751 5.1 ---------- ---------- ------ ---------- ---------- ------ Net earnings before extraordinary charges 552 522 5.9 1,264 1,185 6.7 Extraordinary charges from debt extinguishment, net of tax - 28 - 41 ---------- ---------- ------ ---------- ---------- ------ NET EARNINGS $ 552 $ 494 11.8% $ 1,264 $ 1,144 10.5% ========== ========== ====== ========== ========== ====== Earnings before extraordinary charges $0.62 $0.58 5.2% $1.40 $1.32 5.8% Extraordinary charges - (0.03) - (0.04) ---------- ---------- ------ ---------- ---------- ------ BASIC EARNINGS PER SHARE $0.62 $0.55 11.2% $1.40 $1.28 9.6% ---------- ---------- ------ ---------- ---------- ------ Earnings before extraordinary charges $0.61 $0.56 8.2% $1.38 $1.27 9.2% Extraordinary charges - (0.03) - (0.04) ---------- ---------- ------ ---------- ---------- ------ DILUTED EARNINGS PER SHARE $0.61 $0.53 14.3% $1.38 $1.23 13.1% ========== ========== ====== ========== ========== ====== Weighted average common shares outstanding: Basic 896.5 884.9 903.5 882.6 Diluted 907.8 926.1 913.0 931.3

[TARGET CORPORATION LOGO] CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Millions) FEBRUARY 3, January 29, 2001 2000 ---------- ---------- ASSETS Cash and cash equivalents $ 356 $ 220 Receivable-backed securities 1,941 1,724 Inventory 4,248 3,798 Other 759 741 ---------- ---------- TOTAL CURRENT ASSETS 7,304 6,483 ---------- ---------- Property and equipment, net 11,418 9,899 Other 768 761 ---------- ---------- TOTAL ASSETS $ 19,490 $ 17,143 ========== ========== LIABILITIES AND SHAREHOLDERS' INVESTMENT Accounts payable $ 3,576 $ 3,514 Current portion of long-term debt and notes payable 857 498 Other 1,868 1,838 ---------- ---------- TOTAL CURRENT LIABILITIES 6,301 5,850 ---------- ---------- Long-term debt 5,634 4,521 Other 1,036 910 Shareholders' investment 6,519 5,862 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT $ 19,490 $ 17,143 ========== ========== Common shares outstanding 897.8 911.7

TARGET CORPORATION (Millions) REVENUES (Unaudited) Three Months Ended Year Ended ---------------------------------------------------- ---------------------------------------------------- FEBRUARY 3, January 29, % Change FEBRUARY 3, January 29, % Change 2001 2000 14 weeks 13 weeks 2001 2000 53 weeks 52 weeks ------------ ----------- ------------------------ ----------- ----------- ----------------------- Target $ 9,901 $ 8,563 15.6 % 10.2 % $ 29,278 $ 26,080 12.3 % 10.5 % Mervyn's 1,316 1,273 3.4 (0.2) 4,152 4,099 1.3 0.2 Marshall Field's 944 935 0.9 (3.1) 3,011 3,074 (2.1) (3.3) Other 163 159 2.4 (1.7) 462 449 3.0 1.5 ------------ ----------- ---------- ---------- ----------- ----------- --------- ---------- TOTAL $ 12,324 $ 10,930 12.8 % 7.7 % $ 36,903 $ 33,702 9.5 % 7.9 % ============ =========== ========== ========== =========== =========== ========= ========== COMPARABLE-STORE SALES Comparable-store sales are sales from stores open longer than one year. The calculations exclude the 14th and 53rd week. % Change % Change Three Months Ended Year Ended February 3, 2001 February 3, 2001 -------------------- -------------------- Target 2.7 % 3.4 % Mervyn's (0.3) 0.3 Marshall Field's (3.4) (4.0) -------------------- -------------------- TOTAL 1.8 % 2.4 % ==================== ==================== INVENTORY FEBRUARY 3, January 29, % 2001 2000 Change -------------------- -------------------- -------- Target $ 3,090 $ 2,739 12.9 % Mervyn's 561 501 11.9 Marshall Field's 396 438 (9.5) Other 201 120 67.1 -------------------- -------------------- -------- TOTAL $ 4,248 $ 3,798 11.9 % ==================== ==================== ========

TARGET CORPORATION (Millions) PRE-TAX SEGMENT PROFIT AND EARNINGS RECONCILIATION Pre-tax segment profit is earnings before LIFO, securitization effects, interest, other expense and unusual items. (Unaudited) Three Months Ended Year Ended ----------------------------------- ------------------------------------- FEBRUARY 3, January 29, % FEBRUARY 3, January 29, % 2001 2000 Change 2001 2000 Change ----------- ----------- ------- ----------- ----------- ------- Target $ 892 $ 811 10.0 % $ 2,223 $ 2,022 10.0 % Mervyn's 108 69 57.7 269 205 31.1 Marshall Field's 79 120 (34.4) 190 296 (36.0) ----------- ----------- ------- ----------- ----------- ------- Total pre-tax segment profit 1,079 1,000 7.9 2,682 2,523 6.3 LIFO (provision) credit (4) 7 (4) 7 Securitization adjustment (interest equivalent) (13) (13) (50) (49) Interest expense (121) (99) (425) (393) Mainframe outsourcing - - - (5) Other (46) (42) (150) (147) ----------- ----------- ------- ----------- ----------- ------- Earnings before income taxes and extraordinary items $ 895 $ 853 5.1 % $ 2,053 $ 1,936 6.1 % =========== =========== ======= =========== =========== ======= EBITDA (Unaudited) EBITDA is pre-tax segment profit before depreciation and amortization. Three Months Ended Year Ended ----------------------------------- ------------------------------------- FEBRUARY 3, January 29, % FEBRUARY 3, January 29, % 2001 2000 Change 2001 2000 Change ----------- ----------- ------- ----------- ----------- ------- Target $ 1,069 $ 961 11.2 % $ 2,883 $ 2,589 11.4 % Mervyn's 141 103 36.9 400 343 16.3 Marshall Field's 112 153 (27.0) 323 429 (24.7) ----------- ----------- ------- ----------- ----------- ------- TOTAL $ 1,322 $ 1,217 8.6 % $ 3,606 $ 3,361 7.3 % =========== =========== ======= =========== =========== ======= Three Months Ended Year Ended ------------------------ -------------------------- FEBRUARY 3, January 29, FEBRUARY 3, January 29, 2001 2000 2001 2000 ----------- ----------- ----------- ----------- PRE-TAX SEGMENT PROFIT AS A % OF REVENUES: Target 9.0% 9.5% 7.6% 7.8% Mervyn's 8.2% 5.4% 6.5% 5.0% Marshall Field's 8.3% 12.8% 6.3% 9.6% EBITDA AS A % OF REVENUES: Target 10.8% 11.2% 9.8% 9.9% Mervyn's 10.7% 8.1% 9.6% 8.4% Marshall Field's 11.9% 16.4% 10.7% 14.0% NUMBER OF STORES AND RETAIL SQUARE FEET (Unaudited) Number of Stores Retail Square Feet --------------------------- ------------------------ FEBRUARY 3, January 29, FEBRUARY 3, January 29, 2001 2000 2001 2000 ----------- ----------- ----------- ----------- Target 977 912 112,604 102,945 Mervyn's 266 267 21,555 21,635 Marshall Field's 64 64 14,174 14,060 ----------- ----------- ----------- ----------- TOTAL 1,307 1,243 148,333 138,640 =========== =========== =========== =========== Retail square feet in thousands; reflects total square feet less office, warehouse and vacant space.