What changed in this filing

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Item 9A. Controls and Procedures

2022-03-09 compared with 2021-03-10 · 31 added, 29 removed, 186 unchanged (24% of the section changed)

2 unchanged sentences

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.

• We continue to execute a multi-year technology strategy, including modernization of systems and processes supporting sales and inventory-related transactions.

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 .

Other Information

Not applicable.

TARGET CORPORATION

2 unchanged sentences

Index to Financial Statements

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

10 unchanged sentences

◦ Business ethics and conduct

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

• Questions and answers about the 2022 Annual Meeting—Access to information—Question 15

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

3 unchanged sentences

• Compensation tables

• Human Resources & Compensation Committee Report

• Compensation & Human Capital Management Committee Report

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

6 unchanged sentences

The following sections of the Proxy Statement are incorporated herein by reference:

• General information about corporate governance and the Board of Directors--

• General information about corporate governance and the Board--

◦ Policy on transactions with related persons

10 unchanged sentences

a) Financial Statements

• 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

• Consolidated Statements of Operations for the Years Ended January 29, 2022, January 30, 2021, and February 1, 2020

• Consolidated Statements of Comprehensive Income for the Years Ended January 29, 2022, January 30, 2021, and February 1, 2020

• Consolidated Statements of Financial Position as of January 29, 2022, and January 30, 2021

• Consolidated Statements of Cash Flows for the Years Ended January 29, 2022, January 30, 2021, and February 1, 2020

• Consolidated Statements of Shareholders' Investment for the Years Ended January 29, 2022, January 30, 2021, and February 1, 2020

• Notes to Consolidated Financial Statements

• Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

• Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (PCAOB ID:

Financial Statement Schedules

14 unchanged sentences

C * Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (as amended and restated effective September 1, 2017) (8)

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

D * Target Corporation 2020 Long-Term Incentive Plan (9)

E * Target Corporation SPP I (2016 Plan Statement) (as amended and restated effective April 3, 2016) (10)

5 unchanged sentences

K * Target Corporation Deferred Compensation Plan Directors (16)

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

L * Target Corporation DDCP (2022 Plan Statement) (as amended and restated effective January 1, 2022) (17)

M * Target Corporation Officer Income Continuation Plan (as amended and restated effective September 1, 2017) (18)

21 unchanged sentences

as Administrative Agent and the Banks listed therein (34)

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.

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

GG † 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.

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

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

(21) List of Subsidiaries

13 unchanged sentences

101.PRE XBRL Taxonomy Extension Presentation Linkbase

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Copies of exhibits will be furnished upon written request and payment of Registrant's reasonable expenses in furnishing the exhibits.

8 unchanged sentences

(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 (4)D to Target's Form 10-K Report for the year ended January 30, 2021.

(6) Incorporated by reference to Exhibit (10)A to Target's Form 10-K Report for the year ended January 30, 2021.

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

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

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

TARGET CORPORATION

2 unchanged sentences

Index to Financial Statements

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

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

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

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

(12) Incorporated by reference to Exhibit (10)E to Form 10-K Report for the year ended February 1, 2014.

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

(14) 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 February 3, 2007.

(15) Incorporated by reference to Exhibit (10)J toTarget's Form 10-K Report for the year ended January 30, 2021.

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

(17) Incorporated by reference to Exhibit (10)L to Target's Form 10-Q Report for the quarter ended October 30, 2021.

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

4 unchanged sentences

(23) Incorporated by reference to Exhibit (10)MM to Target's Form 10-Q Report for the quarter ended October 28, 2017.

(24) Incorporated by reference to Exhibit (10)S to Target's Form 10-K Report for the year ended January 30, 2021.

(25) Incorporated by reference to Exhibit (10)V to Target's Form 10-K Report for the year ended January 31, 2015.

(26) Incorporated by reference to Exhibit (10)V to Target's Form 10-K Report for the year ended January 30, 2021.

(27) Incorporated by reference to Exhibit (10)W to Target's Form 10-K Report for the year ended January 30, 2021.

(28) Incorporated by reference to Exhibit (10)JJ to Target's Form 10-Q Report for the quarter ended April 29, 2017.

4 unchanged sentences

(33) Incorporated by reference to Exhibit (10)A to Target's Form 8-K Report filed January 10, 2019.

(28) Incorporated by reference to Exhibit (10)O to Target's Form 10-Q Report for the quarter ended October 29, 2016.

(29) Incorporated by reference to Exhibit (10)LL to Target's Form 10-Q Report for the quarter ended October 28, 2017.

(30) Incorporated by reference to Exhibit (10)II to Target's Form 10-Q Report for the quarter ended November 3, 2018.

(34) Incorporated by reference to Exhibit (10)DD to Target's Form 10-Q Report for the quarter ended October 30, 2021.

(35) Incorporated by reference to Exhibit (10)X to Target's Form 10-Q/A Report for the quarter ended May 4, 2013.

4 unchanged sentences

(40) Incorporated by reference to Exhibit (10)HH to Target's Form 10-K Report for the year ended February 3, 2018.

Form 10-K Summary

Not applicable.

TARGET CORPORATION

17 unchanged sentences

and Controller

CALVIN DARDEN

KNAUSS CHRISTINE A.

HEALEY DONALD R.

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