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Item 9A. Controls and Procedures

2021-03-10 compared with 2020-03-11 · 59 added, 49 removed, 156 unchanged (41% of the section changed)

1 unchanged sentence

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, the following change to our information technology systems materially affected, or is reasonably likely to materially affect, our internal control over financial reporting:

During the most recently completed fiscal quarter, the following changes materially affected, or are reasonably likely to materially affect, our internal control over financial reporting:

• We are in the process of a broad multi-year migration of many mainframe-based systems and middleware products to a modern platform, including systems and processes supporting inventory and supply chain-related transactions.

• During 2020, as a result of COVID-19, we performed physical inventory counts using a statistical sampling method.

Under this method, we have recorded estimated losses related to shrink and markdowns based upon the results of our sample counts.

During the most recently completed fiscal quarter, no other change in our internal control over financial reporting materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

5 unchanged sentences

For the Report of Management on Internal Control and the Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting, see Part II , Item 8 , Financial Statements and Supplementary Data .

TARGET CORPORATION

2020 Form 10-K 60

SUPPLEMENTAL INFORMATION Table of Contents

Index to Financial Statements

Other Information

9 unchanged sentences

• Item one--Election of directors

• Stock ownership information--Section 16(a) beneficial ownership reporting compliance

• General information about corporate governance and the Board of Directors

• General information about corporate governance and the Board

◦ Business ethics and conduct

• Questions and answers about our Annual Meeting and voting--Question 14

• Questions and answers about the 2021 Annual Meeting and voting--Question 14

See also Part I , Item 4A , Executive Officers of this Form 10-K.

25 unchanged sentences

a) Financial Statements

• Consolidated Statements of Operations for the Years Ended February 1, 2020, February 2, 2019, and February 3, 2018

• Consolidated Statements of Comprehensive Income for the Years Ended February 1, 2020, February 2, 2019, and February 3, 2018

• Consolidated Statements of Financial Position as of February 1, 2020 and February 2, 2019

• Consolidated Statements of Cash Flows for the Years Ended February 1, 2020, February 2, 2019, and February 3, 2018

• Consolidated Statements of Shareholders' Investment for the Years Ended February 1, 2020, February 2, 2019, and February 3, 2018

• Consolidated Statements of Operations for the Years Ended January 30, 2021, February 1, 2020, and February 2, 2019

• Consolidated Statements of Comprehensive Income for the Years Ended January 30, 2021, February 1, 2020, and February 2, 2019

• Consolidated Statements of Financial Position as of January 30, 2021, and February 1, 2020

• Consolidated Statements of Cash Flows for the Years Ended January 30, 2021, February 1, 2020, and February 2, 2019

• Consolidated Statements of Shareholders' Investment for the Years Ended January 30, 2021, February 1, 2020, and February 2, 2019

• Notes to Consolidated Financial Statements

7 unchanged sentences

(3)A Amended and Restated Articles of Incorporation (as amended through June 9, 2010) (1)

B Bylaws (as amended through January 8, 2020 ) (2)

B Bylaws (as amended through March 27 , 2020) (2)

(4)A Indenture, dated as of August 4, 2000 between Target Corporation and Bank One Trust Company, N.A.

2 unchanged sentences

C Target agrees to furnish to the Commission on request copies of other instruments with respect to long-term debt.

D Description of Securities

(10)A * Target Corporation Executive Officer Cash Incentive Plan

1 unchanged sentence

C * Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (as amended and restated effective September 1, 2017) (6)

D * Target Corporation SPP I (2016 Plan Statement) (as amended and restated effective April 3, 2016) (8)

E * Target Corporation SPP II (2016 Plan Statement) (as amended and restated effective April 3, 2016) (9)

F * Target Corporation SPP III (2014 Plan Statement) (as amended and restated effective January 1, 2014) (10)

G * Amendment to Target Corporation SPP III (2014 Plan Statement) (effective April 3, 2016) (11)

H * Target Corporation Officer Deferred Compensation Plan (as amended and restated effective June 8, 2011) (12)

I * Target Corporation Officer EDCP (2017 Plan Statement) (as amended and restated effective May 1, 2017) (13)

J * Target Corporation Deferred Compensation Plan Directors (14)

K * Target Corporation DDCP (2013 Plan Statement) (as amended and restated effective December 1, 2013) (15)

L * Target Corporation Officer Income Continuation Plan (as amended and restated effective September 1, 2017) (16)

M * Target Corporation Executive Excess Long Term Disability Plan (as restated effective January 1, 2010) (17)

N * Director Retirement Program (18)

O * Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (19)

P * Amendment dated June 8, 2011 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (20)

Q * Amendment dated October 25, 2017 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (21)

R * Form of Amended and Restated Executive Non-Qualified Stock Option Agreement (22)

S * Form of Restricted Stock Unit Agreement

T * Form of Performance-Based Restricted Stock Unit Agreement

U * Form of Performance Share Unit Agreement

V * Form of Price-Vested Stock Option Agreement (23)

W * Form of Non-Employee Director Non-Qualified Stock Option Agreement (24)

X * Form of Non-Employee Director Restricted Stock Unit Agreement

Y * Form of Cash Retention Award (25)

AA * Aircraft Time Sharing Agreement as of March 13, 2015 among Target Corporation and Brian C.

BB * Transition Agreement dated January 7, 2019 (27)

CC Five-Year Credit Agreement dated as of October 5, 2016 among Target Corporation, Bank of America, N.A.

as Administrative Agent and the Banks listed therein (28)

D * T arget Corporation 2020 Long-Term Incentive Plan (7)

E * Target Corporation SPP I (2016 Plan Statement) (as amended and restated effective April 3, 2016) (8)

F * Target Corporation SPP II (2016 Plan Statement) (as amended and restated effective April 3, 2016) (9)

G * Target Corporation SPP III (2014 Plan Statement) (as amended and restated effective January 1, 2014) (10)

H * Amendment to Target Corporation SPP III (2014 Plan Statement) (effective April 3, 2016) (11)

I * Target Corporation Officer Deferred Compensation Plan (as amended and restated effective June 8, 2011) (12)

J * Target Corporation Officer EDCP (20 21 Plan Statement) (as amended and restated effective January 1, 2021 )

K * Target Corporation Deferred Compensation Plan Directors (13)

L * Target Corporation DDCP (2013 Plan Statement) (as amended and restated effective December 1, 2013) (14)

M * Target Corporation Officer Income Continuation Plan (as amended and restated effective September 1, 2017) (15)

N * Target Corporation Executive Excess Long Term Disability Plan (as restated effective January 1, 2010) (16)

O * Director Retirement Program (17)

P * Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (18)

Q * Amendment dated June 8, 2011 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (19)

R * Amendment dated October 25, 2017 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (20)

S * Amendment dated December 18, 2020 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009)

T * Form of Amended and Restated Executive Non-Qualified Stock Option Agreement (21)

U * Form of Restricted Stock Unit Agreement

V * Form of Performance-Based Restricted Stock Unit Agreement

W * Form of Performance Share Unit Agreement

X * Form of Price-Vested Stock Option Agreement (22)

Y * Form of Non-Employee Director Non-Qualified Stock Option Agreement (23)

Z * Form of Non-Employee Director Restricted Stock Unit Agreement (24)

AA * Form of Cash Retention Award (25)

TARGET CORPORATION

2 unchanged sentences

Index to Financial Statements

DD Extension Amendment dated August 7, 2017 to Five-Year Credit Agreement among Target Corporation, Bank of America, N.A.

BB * Aircraft Time Sharing Agreement as of March 13, 2015 among Target Corporation and Brian C.

CC * Transition Agreement dated January 7, 2019 (27)

DD Five-Year Credit Agreement dated as of October 5, 2016 among Target Corporation, Bank of America, N.A.

as Administrative Agent and the Banks listed therein (28)

EE Second Extension Amendment dated August 6, 2018 to Five-Year Credit Agreement among Target Corporation, Bank of America, N.A.

EE Extension Amendment dated August 7, 2017 to Five-Year Credit Agreement among Target Corporation, Bank of America, N.A.

as Administrative Agent and the Banks listed therein (29)

FF Second Extension Amendment dated August 6, 2018 to Five-Year Credit Agreement among Target Corporation, Bank of America, N.A.

as Administrative Agent and the Banks listed therein (30)

Credit Card Program Agreement dated October 22, 2012 among Target Corporation, Target Enterprise, Inc.

2 unchanged sentences

and TD Bank USA, N.A.

Second Amendment dated November 19, 2019 to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc.

II † Second Amendment dated November 19, 2019 to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc.

and TD Bank USA, N.A.

1 unchanged sentence

First Amendment dated November 30, 2016 to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc.

KK Second Amendment dated January 9, 2018 to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc.

LL Second Amendment dated January 9, 2018 to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc.

(21) List of Subsidiaries

16 unchanged sentences

‡ Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

† Certain portions of this exhibit are confidential and have been omitted pursuant to Item 601(b)(10) of Regulation S-K.

Target agrees to supplementally furnish to the Securities and Exchange Commission a copy of such omissions upon request.

* Management contract or compensation plan or arrangement required to be filed as an exhibit to this Form 10-K.

(1) Incorporated by reference to Exhibit (3)A to Target's Form 8-K Report filed June 10, 2010.

(2) Incorporated by reference to Exhibit (3)B to Target's Form 8-K Report filed January 10, 2020.

(2) Incorporated by reference to Exhibit (3)B to Target's Form 8-K Report filed April 2, 2020.

(3) Incorporated by reference to Exhibit 4.1 to Target's Form 8-K Report filed August 10, 2000.

(4) Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K Report filed May 1, 2007.

(5) Incorporated by reference to Exhibit (10)KK to Target's Form 8-K Report filed June 15, 2017.

(5) Incorporated by reference to Exhibit (10)B to Target's Form 10-Q Report for the quarter ended July 30, 2011.

(6) Incorporated by reference to Exhibit (10)C to Target's Form 10-Q Report for the quarter ended July 29, 2017.

TARGET CORPORATION

2020 Form 10-K 65

SUPPLEMENTAL INFORMATION Table of Contents

Index to Financial Statements

(7) Incorporated by reference to Exhibit (10) D to Target's Form 8-K Report filed June 11, 2020.

(8) Incorporated by reference to Exhibit (10)C to Target's Form 10-Q Report for the quarter ended April 30, 2016.

3 unchanged sentences

(12) Incorporated by reference to Exhibit (10)F to Target's Form 10-Q Report for the quarter ended July 30, 2011.

(13) Incorporated by reference to Exhibit (10)I to Target's Form 10-K Report for the year ended January 28, 2017.

(13) Incorporated by reference to Exhibit (10)I to Target's Form 10-K Report for the year ended February 3, 2007.

TARGET CORPORATION

2019 Form 10-K 64

SUPPLEMENTAL INFORMATION Table of Contents

Index to Financial Statements

(14) Incorporated by reference to Exhibit (10)I to Target's Form 10-K Report for the year ended February 1, 2014.

8 unchanged sentences

(23) Incorporated by reference to Exhibit (10)EE to Target's Form 8-K Report filed January 11, 2012.

(24) Incorporated by reference to Exhibit (10)Y to Target's Form 10-Q Report for the quarter ended August 1, 2020.

(25) Incorporated by reference to Exhibit (10)W to Target's Form 10-K Report for the year ended February 2, 2013.

6 unchanged sentences

(32) Incorporated by reference to Exhibit (10)II to Target's Form 10-Q Report for the quarter ended May 2, 2015.

(33) Incorporated by reference to Exhibit (10)HH to Target's Form 10-K Report for the year ended February 1, 2020.

(34) Incorporated by reference to Exhibit (10)KK to Target's Form 10-K Report for the year ended January 30, 2016.

21 unchanged sentences

CALVIN DARDEN

HENRIQUE DE CASTRO

EDWARDS MELANIE L.

KNAUSS CHRISTINE A.

STOCKTON Constituting a majority of the Board of Directors

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures