Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Changes in 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 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.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report, we conducted an evaluation, under supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (Exchange Act). Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level. Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
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 .
Item 9B. Other Information
Not applicable.
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Certain information required by Part III is incorporated by reference from Target's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June 8, 2022 (our Proxy Statement). Except for those portions specifically incorporated in this Form 10-K by reference to the Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this Form 10-K.
Item 10. Directors, Executive Officers and Corporate Governance
The following sections of the Proxy Statement are incorporated herein by reference:
• Item one--Election of directors
• General information about corporate governance and the Board--
◦ Business ethics and conduct
◦ Committees
• 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.
Item 11. Executive Compensation
The following sections of the Proxy Statement are incorporated herein by reference:
• Compensation Discussion and Analysis
• Compensation tables
• Compensation & Human Capital Management Committee Report
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following sections of the Proxy Statement are incorporated herein by reference:
• Stock ownership information--
◦ Beneficial ownership of directors and officers
◦ Beneficial ownership of Target’s largest shareholders
• Compensation tables--Equity compensation plan information
Item 13. Certain Relationships and Related Transactions, and Director Independence
The following sections of the Proxy Statement are incorporated herein by reference:
• General information about corporate governance and the Board--
◦ Policy on transactions with related persons
◦ Director independence
◦ Committees
Item 14. Principal Accountant Fees and Services
The following section of the Proxy Statement is incorporated herein by reference:
• Item two-- Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm--audit and non-audit fees
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PART IV
Item 15. Exhibits, Financial Statement Schedules
The following information required under this item is filed as part of this report:
a) Financial Statements
• 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 (PCAOB ID: 42 )
Financial Statement Schedules
None.
Other schedules have not been included either because they are not applicable or because the information is included elsewhere in this Report.
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b) Exhibits
(3)A Amended and Restated Articles of Incorporation (as amended through June 9, 2010) (1)
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. (3)
B First Supplemental Indenture dated as of May 1, 2007 to Indenture dated as of August 4, 2000 between Target Corporation and The Bank of New York Trust Company, N.A. (as successor in interest to Bank One Trust Company N.A.) (4)
C Target agrees to furnish to the Commission on request copies of other instruments with respect to long-term debt.
D Description of Securities (5)
(10)A * Target Corporation Executive Officer Cash Incentive Plan (6)
B * Target Corporation Long-Term Incentive Plan (as amended and restated effective June 8, 2011) (7)
C * Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (as amended and restated effective September 1, 2017) (8)
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)
F * Target Corporation SPP II (2016 Plan Statement) (as amended and restated effective April 3, 2016) (11)
G * Target Corporation SPP III (2014 Plan Statement) (as amended and restated effective January 1, 2014) (12)
H * Amendment to Target Corporation SPP III (2014 Plan Statement) (effective April 3, 2016) (13)
I * Target Corporation Officer Deferred Compensation Plan (as amended and restated effective June 8, 2011) (14)
J * Target Corporation Officer EDCP (2021 Plan Statement) (as amended and restated effective January 1, 2021) (15)
K * Target Corporation Deferred Compensation Plan Directors (16)
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)
N * Target Corporation Executive Excess Long Term Disability Plan (as restated effective January 1, 2010) (19)
O * Director Retirement Program (20)
P * Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (21)
Q * Amendment dated June 8, 2011 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (22)
R * Amendment dated October 25, 2017 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (23)
S * Amendment dated December 18, 2020 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (24)
T * Form of Amended and Restated Executive Non-Qualified Stock Option Agreement (25)
U * Form of Restricted Stock Unit Agreement
V * Form of Performance-Based Restricted Stock Unit Agreement (26)
W * Form of Performance Share Unit Agreement (27)
X * Form of Price-Vested Stock Option Agreement (28)
Y * Form of Non-Employee Director Non-Qualified Stock Option Agreement (29)
Z * Form of Non-Employee Director Restricted Stock Unit Agreement (30)
AA * Form of Cash Retention Award (31)
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BB * Aircraft Time Sharing Agreement as of March 13, 2015 among Target Corporation and Brian C. Cornell (32)
CC * Transition Agreement dated January 7, 2019 (33)
DD Five-Year Credit Agreement dated as of October 18 , 20 21 among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein (34)
EE ‡
Credit Card Program Agreement dated October 22, 2012 among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A. (35)
FF ‡
First Amendment dated February 24, 2015 to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A. (36)
GG † Second Amendment dated November 19, 2019 to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A. (37)
HH ‡
Pharmacy Operating Agreement dated December 16, 2015 between Target Corporation and CVS Pharmacy, Inc. (38)
II ‡
First Amendment dated November 30, 2016 to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc. (39)
JJ Second Amendment dated January 9, 2018 to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc. (40)
(21) List of Subsidiaries
(23) Consent of Independent Registered Public Accounting Firm
(24) Powers of Attorney
(31)A Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(31)B Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)A Certification of the Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(32)B Certification of the Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation Linkbase
101.DEF XBRL Taxonomy Extension Definition Linkbase
101.LAB XBRL Taxonomy Extension Label Linkbase
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.
_____________________________________________________________________
‡ 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 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 (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.
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(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.
(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.
(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.
(19) Incorporated by reference to Exhibit (10)A to Target's Form 10-Q Report for the quarter ended October 30, 2010.
(20) Incorporated by reference to Exhibit (10)O to Target's Form 10-K Report for the year ended January 29, 2005.
(21) Incorporated by reference to Exhibit (10)O to Target's Form 10-K Report for the year ended January 31, 2009.
(22) Incorporated by reference to Exhibit (10)AA to Target's Form 10-Q Report for the quarter ended July 30, 2011.
(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.
(29) Incorporated by reference to Exhibit (10)EE to Target's Form 8-K Report filed January 11, 2012.
(30) Incorporated by reference to Exhibit (10)Y to Target's Form 10-Q Report for the quarter ended August 1, 2020.
(31) Incorporated by reference to Exhibit (10)W to Target's Form 10-K Report for the year ended February 2, 2013.
(32) Incorporated by reference to Exhibit (10)HH to Target's Form 10-K Report for the year ended January 31, 2015.
(33) Incorporated by reference to Exhibit (10)A to Target's Form 8-K Report filed January 10, 2019.
(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.
(36) Incorporated by reference to Exhibit (10)II to Target's Form 10-Q Report for the quarter ended May 2, 2015.
(37) Incorporated by reference to Exhibit (10)HH to Target's Form 10-K Report for the year ended February 1, 2020.
(38) Incorporated by reference to Exhibit (10)KK to Target's Form 10-K Report for the year ended January 30, 2016.
(39) Incorporated by reference to Exhibit (10)CC to Target's Form 10-K Report for the year ended January 28, 2017.
(40) Incorporated by reference to Exhibit (10)HH to Target's Form 10-K Report for the year ended February 3, 2018.
Item 16. Form 10-K Summary
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Target has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TARGET CORPORATION
By: /s/ Michael J. Fiddelke
Date: March 9, 2022 Michael J. Fiddelke
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of Target and in the capacities and on the dates indicated.
/s/ Brian C. Cornell
Date: March 9, 2022 Brian C. Cornell
Chairman of the Board and Chief Executive Officer
/s/ Michael J. Fiddelke
Date: March 9, 2022 Michael J. Fiddelke
Executive Vice President and Chief Financial Officer
/s/ Robert M. Harrison
Date: March 9, 2022 Robert M. Harrison
Senior Vice President, Chief Accounting Officer
and Controller
DAVID P. ABNEY
DOUGLAS M. BAKER, JR.
GEORGE S. BARRETT
GAIL K. BOUDREAUX
ROBERT L. EDWARDS
MELANIE L. HEALEY DONALD R. KNAUSS
CHRISTINE A. LEAHY
MONICA C. LOZANO
MARY E. MINNICK
DERICA W. RICE
DMITRI L. STOCKTON Constituting a majority of the Board of Directors
Michael J. Fiddelke, by signing his name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the Directors named, filed with the Securities and Exchange Commission on behalf of such Directors, all in the capacities and on the date stated.
By: /s/ Michael J. Fiddelke
Date: March 9, 2022 Michael J. Fiddelke
Attorney-in-fact
TARGET CORPORATION
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