What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-08 compared with 2022-03-09 · 95 added, 120 removed, 97 unchanged (69% of the section changed)

1 unchanged sentence

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.

During the most recently completed fiscal quarter, there were no changes which materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

6 unchanged sentences

Not applicable.

TARGET CORPORATION

2021 Form 10-K 63

SUPPLEMENTAL INFORMATION Table of Contents

Index to Financial Statements

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

11 unchanged sentences

◦ Business ethics and conduct

• Stock ownership information—Delinquent Section 16(a) reports

• Questions and answers about the 2023 Annual Meeting—Access to information—Question 16

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

• Questions and answers about the 2023 Annual Meeting—Communications—Question 19

See also Part I, Item 1 , Business of this Form 10-K.

Executive Compensation

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

• Item one—Election of directors—Director compensation

• Compensation Discussion and Analysis

• Compensation tables

• Compensation tables (exclusive of Compensation tables—Pay versus performance disclosure)

• Compensation & Human Capital Management Committee Report

2 unchanged sentences

• Stock ownership information—

◦ Beneficial ownership of directors and officers

◦ Beneficial ownership of directors and executive officers

◦ Beneficial ownership of Target’s largest shareholders

3 unchanged sentences

• General information about corporate governance and the Board—

◦ Policy on transactions with related persons

◦ Director independence

◦ Policy on transactions with related persons

Principal Accountant Fees and Services

8 unchanged sentences

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 Operations for the Years Ended January 28, 2023, January 29, 2022, and January 30, 2021

• Consolidated Statements of Comprehensive Income for the Years Ended January 28, 2023, January 29, 2022, and January 30, 2021

• Consolidated Statements of Financial Position as of January 28, 2023, and January 29, 2022

• 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

• Consolidated Statements of Cash Flows for the Years Ended January 28, 2023, January 29, 2022, and January 30, 2021

• Consolidated Statements of Shareholders' Investment for the Years Ended January 28, 2023, January 29, 2022, and January 30, 2021

• Notes to Consolidated Financial Statements

6 unchanged sentences

Index to Financial Statements

(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.

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)

b) Exhibits (1)

3.1 Amended and Restated Articles of Incorporation of Target Corporation (as amended through June 9, 2010) (filed as Exhibit (3)A to Target's Current Report on Form 8-K on June 10, 2010 and incorporated herein by reference).

3.2 Bylaws of Target Corporation (as amended and restated through January 11, 2023 ) (filed as Exhibit 3.2 to Target's Current Report on Form 8-K on January 12, 2023 and incorporated herein by reference).

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

(filed as Exhibit 4.1 to Target's Current Report on Form 8-K on August 10, 2000 and incorporated herein by reference).

4.1.1 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.) (filed as Exhibit 4.1 to Target’s Current Report on Form 8-K on May 1, 2007 and incorporated herein by reference).

4.2 Description of Securities (filed as Exhibit (4)D to Target's Annual Report on Form 10-K for the year ended January 30, 2021 and incorporated herein by reference).

10.1 * Target Corporation Executive Officer Cash Incentive Plan (filed as Exhibit (10)A to Target's Annual Report on Form 10-K for the year ended January 30, 2021 and incorporated herein by reference).

10.2 * Target Corporation Long-Term Incentive Plan (as amended and restated effective June 8, 2011) (filed as Exhibit (10)B to Target's Quarterly Report on Form 10-Q for the quarter ended July 30, 2011 and incorporated herein by reference).

10.2.1 * Form of Amended and Restated Executive Non-Qualified Stock Option Agreement (filed as Exhibit (10)V to Target's Annual Report on Form 10-K for the year ended January 31, 2015 and incorporated herein by reference).

10.2.2 * Form of Non-Employee Director Non-Qualified Stock Option Agreement (filed as Exhibit (10)EE to Target's Current Report on Form 8-K on January 11, 2012 and incorporated herein by reference).

10.3 * Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (as amended and restated effective September 1, 2017) (filed as Exhibit (10)C to Target's Quarterly Report on Form 10-Q for the quarter ended July 29, 2017 and incorporated herein by reference).

10.3.1 * Form of Price-Vested Stock Option Agreement (filed as Exhibit (10)JJ to Target's Quarterly Report on Form 10-Q for the quarter ended April 29, 2017 and incorporated herein by reference).

10.4 * Target Corporation 2020 Long-Term Incentive Plan (filed as Exhibit (10)D to Target's Current Report on Form 8-K on June 11, 2020 and incorporated herein by reference).

10.4.1 * ** Form of Restricted Stock Unit Agreement .

10.4.2 * ** Form of Performance-Based Restricted Stock Unit Agreement .

10.4.3 * ** Form of Performance Share Unit Agreement .

10.4.4 * Form of Non-Employee Director Restricted Stock Unit Agreement (filed as Exhibit (10)Y to Target's Quarterly Report on Form 10-Q for the quarter ended August 1, 2020 and incorporated herein by reference).

10.5 * Target Corporation SPP I (2022 Plan Statement) (as amended and restated effective May 1, 2022) (filed as Exhibit (10)E to Target's Quarterly Report on Form 10-Q for the quarter ended July 30, 2022 and incorporated herein by reference).

10.6 * Target Corporation SPP II (2022 Plan Statement) (as amended and restated effective May 1, 2022) (filed as Exhibit (10)F to Target's Quarterly Report on Form 10-Q for the quarter ended July 30, 2022 and incorporated herein by reference).

10.7 * Target Corporation SPP III (2014 Plan Statement) (as amended and restated effective January 1, 2014) (filed as Exhibit (10)E to Target's Annual Report on Form 10-K for the year ended February 1, 2014 and incorporated herein by reference).

10.7.1 * Amendment to Target Corporation SPP III (2014 Plan Statement) (effective April 3, 2016) (filed as Exhibit (10)NN to Target's Quarterly Report on Form 10-Q for the quarter ended April 30, 2016 and incorporated herein by reference).

10.8 * Target Corporation Officer Deferred Compensation Plan (as amended and restated effective June 8, 2011) (filed as Exhibit (10)F to Target's Quarterly Report on Form 10-Q for the quarter ended July 30, 2011 and incorporated herein by reference).

10.9 * ** Target Corporation Officer EDCP (202 3 Plan Statement) (as amended and restated effective January 1, 2023 ) .

TARGET CORPORATION

2 unchanged sentences

Index to Financial Statements

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

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)

10.10 * Target Corporation Deferred Compensation Plan Directors (filed as Exhibit (10)I to Target's Annual Report on Form 10-K for the year ended February 3, 2007 and incorporated herein by reference).

10.11 * Target Corporation DDCP (2022 Plan Statement) (as amended and restated effective January 1, 2022) (filed as Exhibit (10)L to Target's Quarterly Report on Form 10-Q for the quarter ended October 30, 2021 and incorporated herein by reference).

10.12 * Target Corporation Officer Income Continuation Plan (as amended and restated effective September 1, 2017) (filed as Exhibit (10)L to Target's Quarterly Report on Form 10-Q for the quarter ended July 29, 2017 and incorporated herein by reference).

10.13 * Target Corporation Executive Excess Long Term Disability Plan (as restated effective January 1, 2010) (filed as Exhibit (10)A to Target's Quarterly Report on Form 10-Q for the quarter ended October 30, 2010 and incorporated herein by reference).

10.14 * Director Retirement Program (filed as Exhibit (10)O to Target's Annual Report on Form 10-K for the year ended January 29, 2005 and incorporated herein by reference).

10.15 * Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (filed as Exhibit (10)O to Target's Annual Report on Form 10-K for the year ended January 31, 2009 and incorporated herein by reference).

10.15.1 * Amendment dated June 8, 2011 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (filed as Exhibit (10)AA to Target's Quarterly Report on Form 10-Q for the quarter ended July 30, 2011 and incorporated herein by reference).

10.15.2 * Amendment dated October 25, 2017 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (filed as Exhibit (10)MM to Target's Quarterly Report on Form 10-Q for the quarter ended October 28, 2017 and incorporated herein by reference).

10.15.3 * Amendment dated December 18, 2020 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (filed as Exhibit (10)S to Target's Annual Report on Form 10-K for the year ended January 30, 2021 and incorporated herein by reference).

10.16 * Form of Cash Retention Award (filed as Exhibit (10)W to Target’s Annual Report on Form 10-K for the year ended February 2, 2013 and incorporated herein by reference).

Aircraft Time Sharing Agreement as of October 4, 2022 among Target Corporation and Brian C.

Cornell (filed as Exhibit (10)BB to Target's Quarterly Report on Form 10-Q for the quarter ended October 29, 2022 and incorporated herein by reference).

10.18 * Transition Agreement dated May 4, 2022 (filed as Exhibit (10)KK to Target's Quarterly Report on Form 10-Q for the quarter ended July 30, 2022 and incorporated herein by reference).

10.19 Five-Year Credit Agreement dated as of October 18, 2021 among Target Corporation, Bank of America, N.A.

as Administrative Agent and the Banks listed therein (filed as Exhibit (10)DD to Target's Quarterly Report on Form 10-Q for the quarter ended October 30, 2021 and incorporated herein by reference).

Amendment No.

1 to Five-Year Credit Agreement dated as of October 25, 2022 among Target Corporation, Bank of America, N.A., as Administrative Agent, and the Banks listed therein (filed as Exhibit (10)EE to Target's Quarterly Report on Form 10-Q for the quarter ended October 29, 2022 and incorporated herein by reference).

364-Day Credit Agreement dated as of October 25, 2022 among Target Corporation, the Banks listed therein, the Co-Documentation Agents and Syndication Agent listed therein, and Bank of America, N.A., as Administrative Agent (filed as Exhibit (10)FF to Target's Quarterly Report on Form 10-Q for the quarter ended October 29, 2022 and incorporated herein by reference).

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

and TD Bank USA, N.A.

(filed as Exhibit (10)X to Target’s Quarterly Report on Form 10-Q/A for the quarter ended May 4, 2013 and incorporated herein by reference).

10.21.1 + First Amendment dated February 24, 2015 to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc.

and TD Bank USA, N.A.

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

(filed as Exhibit (10)II to Target's Quarterly Report on Form 10-Q for the quarter ended May 2, 2015 and incorporated herein by reference).

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

and TD Bank USA, N.A.

(filed as Exhibit (10)HH to Target's Annual Report on Form 10-K for the year ended February 1, 2020 and incorporated herein by reference).

TARGET CORPORATION

2022 Form 10-K 66

SUPPLEMENTAL INFORMATION Table of Contents

Index to Financial Statements

10.21.3 + Third Amendment dated November 1, 2022 to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc.

and TD Bank USA, N.A.

(filed as Exhibit (10)JJ to Target's Quarterly Report on Form 10-Q for the quarter ended October 29, 2022 and incorporated herein by reference).

10.22 + Pharmacy Operating Agreement dated December 16, 2015 between Target Corporation and CVS Pharmacy, Inc.

(filed as Exhibit (10)KK to Target's Annual Report on Form 10-K for the year ended January 30, 2016 and incorporated herein by reference).

10.22.1 + First Amendment dated November 30, 2016 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.

(filed as Exhibit (10)CC to Target's Annual Report on Form 10-K for the year ended January 28, 2017 and incorporated herein by reference).

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

(filed as Exhibit (10)HH to Target's Annual Report on Form 10-K for the year ended February 3, 2018 and incorporated herein by reference).

21.1 ** List of Subsidiaries

1 unchanged sentence

24.1 ** 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

31.1 ** Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 ** Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 *** Certification of the Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350 , As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 *** Certification of the Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350 , As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS ** Inline XBRL Instance Document

101.SCH ** Inline XBRL Taxonomy Extension Schema

101.CAL ** Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF ** Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB ** Inline XBRL Taxonomy Extension Label Linkbase

101.PRE ** Inline 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.

TARGET CORPORATION

2021 Form 10-K 68

SUPPLEMENTAL INFORMATION Table of Contents

Index to Financial Statements

(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.

* Management contract or compensatory plan or arrangement.

** Filed herewith.

*** Furnished herewith.

+ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

‡ Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish a copy of such schedules and exhibits to the Securities and Exchange Commission upon its request.

(1) Certain instruments defining the rights of holders of long-term debt securities of the Company have been omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K.

The Company agrees to furnish copies of any such instruments to the Securities and Exchange Commission upon its request.

Form 10-K Summary

9 unchanged sentences

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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Target and in the capacities and on the dates indicated.

March 8, 2023 Brian C.

Chairman of the Board and Chief Executive Officer

Chair of the Board and Chief Executive Officer

/s/ Michael J.

1 unchanged sentence

Executive Vice President and Chief Financial Officer

/s/ Robert M.

March 9, 2022 Robert M.

/s/ Matthew A.

March 8, 2023 Matthew A.

Senior Vice President, Chief Accounting Officer

9 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