Item 15. Exhibits, Financial Statement Schedules

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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 28, 2017, January 30, 2016, and January 31, 2015
•Consolidated Statements of Comprehensive Income for the Years Ended January 28, 2017, January 30, 2016, and January 31, 2015
•Consolidated Statements of Financial Position at January 28, 2017 and January 30, 2016
•Consolidated Statements of Cash Flows for the Years Ended January 28, 2017, January 30, 2016, and January 31, 2015
•Consolidated Statements of Shareholders' Investment for the Years Ended January 28, 2017, January 30, 2016, and January 31, 2015
•Notes to Consolidated Financial Statements
•Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements
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.
b)Exhibits
(2)A†Asset Purchase Agreement dated June 12, 2015 between Target Corporation and CVS Pharmacy, Inc. (1)
(3)AAmended and Restated Articles of Incorporation (as amended through June 9, 2010) (2)
BBylaws (as amended through November 11, 2015) (3)
(4)AIndenture, dated as of August 4, 2000 between Target Corporation and Bank One Trust Company, N.A. (4)
BFirst 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.) (5)
CTarget agrees to furnish to the Commission on request copies of other instruments with respect to long-term debt.
(10)A*Target Corporation Officer Short-Term 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 (8)
D*Target Corporation SPP I (2016 Plan Statement) (as amended and restated effective April 3, 2016) (9)
E*Target Corporation SPP II (2016 Plan Statement) (as amended and restated effective April 3, 2016) (10)
F*Target Corporation SPP III (2014 Plan Statement) (as amended and restated effective January 1, 2014) (11)
G*Amendment to Target Corporation SPP III (2014 Plan Statement) (effective April 3, 2016) (12)
H*Target Corporation Officer Deferred Compensation Plan (as amended and restated effective June 8, 2011) (13)
I*Target Corporation Officer EDCP (2017 Plan Statement) (as amended and restated effective May 1, 2017)
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 Continuance Policy Statement (as amended and restated effective April 3, 2016) (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 to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (20)
Q*Form of Amended and Restated Executive Non-Qualified Stock Option Agreement (21)
R*Form of Executive Restricted Stock Unit Agreement - Cliff Vesting (22)
S*Form of Executive Restricted Stock Unit Agreement - Ratable Vesting
T*Form of Executive Performance-Based Restricted Stock Unit Agreement (23)
U*Form of Executive Performance Share Unit Agreement
V*Form of Non-Employee Director Non-Qualified Stock Option Agreement (24)
W*Form of Non-Employee Director Restricted Stock Unit Agreement (25)
X*Form of Cash Retention Award (26)
YFive-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 (27)
Z‡Credit Card Program Agreement dated October 22, 2012 among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A. (28)
AA‡First Amendment dated February 24, 2015 to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A. (29)
BB‡Pharmacy Operating Agreement dated December 16, 2015 between Target Corporation and CVS Pharmacy, Inc. (30)
CC‡First Amendment dated November 30, 2016 to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc.
DD*Restricted Stock Unit Agreement with John J. Mulligan, effective as of May 22, 2014 (31)
EE*Employment Offer Letter to Brian C. Cornell, dated July 26, 2014 (32)
FF*Make-Whole Performance-Based Restricted Stock Unit Agreement with Brian C. Cornell, effective as of August 21, 2014 (33)
GG*Aircraft Time Sharing Agreement as of March 13, 2015 among Target Corporation and Brian C. Cornell (34)
HH*Advisory Role Letter to Timothy R. Baer dated July 11, 2016 (35)
II*Target Corporation Officer EDCP (2017 Plan Statement) (as amended and restated effective January 1, 2017) (36)
(12)Statements of Computations of Ratios of Earnings to Fixed Charges
(21)List of Subsidiaries
(23)Consent of Independent Registered Public Accounting Firm
(24)Powers of Attorney
(31)ACertification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(31)BCertification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)ACertification 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)BCertification 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.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema
101.CALXBRL Taxonomy Extension Calculation Linkbase
101.DEFXBRL Taxonomy Extension Definition Linkbase
101.LABXBRL Taxonomy Extension Label Linkbase
101.PREXBRL Taxonomy Extension Presentation Linkbase

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

†Excludes the Seller Disclosure Schedule, Exhibits B through G and Schedules I and II referred to in the agreement which Target Corporation agrees to furnish supplementally to the Securities and Exchange Commission upon request. Exhibit A is separately filed as Exhibit (10)BB.
‡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.
*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 (2)H to Target's Form 10-Q Report for the quarter ended August 1, 2015.
(2)Incorporated by reference to Exhibit (3)A to Target's Form 8-K Report filed June 10, 2010.
(3)Incorporated by reference to Exhibit (3)A to Target's Form 8-K Report filed November 12, 2015.
(4)Incorporated by reference to Exhibit 4.1 to Target's Form 8-K Report filed August 10, 2000.
(5)Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K Report filed May 1, 2007.
(6)Incorporated by reference to Appendix A to the Registrant's Proxy Statement filed April 30, 2012.
(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)JJ to Target's Form 8-K Report filed June 12, 2015.
(9)Incorporated by reference to Exhibit (10)C to Target's Form 10-Q Report for the quarter ended April 30, 2016.
(10)Incorporated by reference to Exhibit (10)D to Target's Form 10-Q Report for the quarter ended April 30, 2016.
(11)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)NN to Target's Form 10-Q Report for the quarter ended April 30, 2016.
(13)Incorporated by reference to Exhibit (10)F to Target's Form 10-Q Report for the quarter ended July 30, 2011.
(14)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)I to Target's Form 10-K Report for the year ended February 1, 2014.
(16)Incorporated by reference to Exhibit (10)J to Target's Form 10-Q Report for the quarter ended April 30, 2016.
(17)Incorporated by reference to Exhibit (10)A to Target's Form 10-Q Report for the quarter ended October 30, 2010.
(18)Incorporated by reference to Exhibit (10)O to Target's Form 10-K Report for the year ended January 29, 2005.
(19)Incorporated by reference to Exhibit (10)O to Target's Form 10-K Report for the year ended January 31, 2009.
(20)Incorporated by reference to Exhibit (10)AA to Target's Form 10-Q Report for the quarter ended July 30, 2011.
(21)Incorporated by reference to Exhibit (10)V to Target's Form 10-K Report for the year ended January 31, 2015.
(22)Incorporated by reference to Exhibit (10)W to Target's Form 10-K Report for the year ended January 30, 2016.
(23)Incorporated by reference to Exhibit (10)X to Target's Form 10-K Report for the year ended January 30, 2016.
(24)Incorporated by reference to Exhibit (10)EE to Target's Form 8-K Report filed January 11, 2012.
(25)Incorporated by reference to Exhibit (10)AA to Target's Form 10-K Report for the year ended January 30, 2016.
(26)Incorporated by reference to Exhibit (10)W to Target’s Form 10-K Report for year ended February 2, 2013.
(27)Incorporated by reference to Exhibit (10)O to Target's Form 10-Q Report for the quarter ended October 29, 2016.
(28)Incorporated by reference to Exhibit (10)X to Target's Form 10-Q/A Report for the quarter ended May 4, 2013.
(29)Incorporated by reference to Exhibit (10)II to Target's Form 10-Q Report for the quarter ended May 2, 2015.
(30)Incorporated by reference to Exhibit (10)KK to Target's Form 10-K Report for the year ended January 30, 2016.
(31)Incorporated by reference to Exhibit (10)BB to Target's Form 10-Q Report for the quarter ended August 2, 2014.
(32)Incorporated by reference to Exhibit (10)CC to Target's Form 10-Q Report for the quarter ended August 2, 2014.
(33)Incorporated by reference to Exhibit (10)EE to Target's Form 10-Q Report for the quarter ended August 2, 2014.
(34)Incorporated by reference to Exhibit (10)HH to Target's Form 10-K Report for the year ended January 31, 2015.
(35)Incorporated by reference to Exhibit (10)OO to Target's Form 10-Q Report for the quarter ended July 30, 2016.
(36)Incorporated by reference to Exhibit (10)G to Target's 10-Q Report for the quarter ended October 29, 2016.

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:cathysmithsignaturea07.jpg
Dated: March 8, 2017Cathy R. Smith 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.

briancornellsignaturea03.jpg
Dated: March 8, 2017Brian C. Cornell Chairman of the Board and Chief Executive Officer
cathysmithsignaturea06.jpg
Dated: March 8, 2017Cathy R. Smith Executive Vice President and Chief Financial Officer
bobharrisonsignature2a01.jpg
Dated: March 8, 2017Robert M. Harrison Senior Vice President, Chief Accounting Officer and Controller
ROXANNE S. AUSTIN DOUGLAS M. BAKER, JR. CALVIN DARDEN HENRIQUE DE CASTRO ROBERT L. EDWARDS MELANIE L. HEALEYDONALD R. KNAUSS MONICA C. LOZANO MARY E. MINNICK ANNE M. MULCAHY DERICA W. RICE KENNETH L. SALAZARConstituting a majority of the Board of Directors

Cathy R. Smith, by signing her 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:cathysmithsignaturea05.jpg
Dated: March 8, 2017Cathy R. Smith Attorney-in-fact

Exhibit Index

ExhibitDescriptionManner of Filing
(2)AAsset Purchase Agreement dated June 12, 2015 between Target Corporation and CVS Pharmacy, Inc.Incorporated by Reference
(3)AAmended and Restated Articles of Incorporation (as amended June 9, 2010)Incorporated by Reference
(3)BBylaws (as amended through November 11, 2015)Incorporated by Reference
(4)AIndenture, dated as of August 4, 2000 between Target Corporation and Bank One Trust Company, N.A.Incorporated by Reference
(4)BFirst 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.)Incorporated by Reference
(4)CTarget agrees to furnish to the Commission on request copies of other instruments with respect to long-term debt.Filed Electronically
(10)ATarget Corporation Officer Short-Term Incentive PlanIncorporated by Reference
(10)BTarget Corporation Long-Term Incentive Plan (as amended and restated effective June 8, 2011)Incorporated by Reference
(10)CAmended and Restated Target Corporation 2011 Long-Term Incentive PlanIncorporated by Reference
(10)DTarget Corporation SPP I (2016 Plan Statement) (as amended and restated effective April 3, 2016)Incorporated by Reference
(10)ETarget Corporation SPP II (2016 Plan Statement) (as amended and restated effective April 3, 2016)Incorporated by Reference
(10)FTarget Corporation SPP III (2014 Plan Statement) (as amended and restated effective January 1, 2014)Incorporated by Reference
(10)GAmendment to Target Corporation SPP III (2014 Plan Statement) (effective April 3, 2016)Incorporated by Reference
(10)HTarget Corporation Officer Deferred Compensation Plan (as amended and restated effective June 8, 2011)Incorporated by Reference
(10)ITarget Corporation Officer EDCP (2017 Plan Statement) (as amended and restated effective May 1, 2017)Filed Electronically
(10)JTarget Corporation Deferred Compensation Plan DirectorsIncorporated by Reference
(10)KTarget Corporation DDCP (2013 Plan Statement) (as amended and restated effective December 1, 2013)Incorporated by Reference
(10)LTarget Corporation Officer Income Continuance Policy Statement (as amended and restated effective April 3, 2016)Incorporated by Reference
(10)MTarget Corporation Executive Excess Long Term Disability Plan (as restated effective January 1, 2010)Incorporated by Reference
(10)NDirector Retirement ProgramIncorporated by Reference
(10)OTarget Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009)Incorporated by Reference
(10)PAmendment to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009)Incorporated by Reference
(10)QForm of Amended and Restated Executive Non-Qualified Stock Option AgreementIncorporated by Reference
(10)RForm of Executive Restricted Stock Unit Agreement - Cliff VestingIncorporated by Reference
(10)SForm of Executive Restricted Stock Unit Agreement - Ratable VestingFiled Electronically
(10)TForm of Executive Performance-Based Restricted Stock Unit AgreementIncorporated by Reference
(10)UForm of Executive Performance Share Unit AgreementFiled Electronically
(10)VForm of Non-Employee Director Non-Qualified Stock Option AgreementIncorporated by Reference
(10)WForm of Non-Employee Director Restricted Stock Unit AgreementIncorporated by Reference
(10)XForm of Cash Retention AwardIncorporated by Reference
(10)YFive-Year Credit Agreement dated as of October 5, 2016 among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed thereinIncorporated by Reference
(10)ZCredit Card Program Agreement dated October 22, 2012 among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A.Incorporated by Reference
(10)AAFirst Amendment dated February 24, 2015 to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A.Incorporated by Reference
(10)BBPharmacy Operating Agreement dated December 16, 2015 between Target Corporation and CVS Pharmacy, Inc.Incorporated by Reference
(10)CCFirst Amendment dated November 30, 2016 to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc.Filed Electronically
(10)DDRestricted Stock Unit Agreement with John J. Mulligan, effective as of May 22, 2014Incorporated by Reference
(10)EEEmployment Offer Letter to Brian C. Cornell, dated July 26, 2014Incorporated by Reference
(10)FFMake-Whole Performance-Based Restricted Stock Unit Agreement with Brian C. Cornell, effective as of August 21, 2014Incorporated by Reference
(10)GGAircraft Time Sharing Agreement as of March 13, 2015 among Target Corporation and Brian C. CornellIncorporated by Reference
(10)HHAdvisory Role Letter to Timothy R. Baer dated July 11, 2016Incorporated by Reference
(10)IITarget Corporation Officer EDCP (2017 Plan Statement) (as amended and restated effective January 1, 2017)Incorporated by Reference
(12)Statements of Computations of Ratios of Earnings to Fixed ChargesFiled Electronically
(21)List of SubsidiariesFiled Electronically
(23)Consent of Independent Registered Public Accounting FirmFiled Electronically
(24)Powers of AttorneyFiled Electronically
(31)ACertification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Filed Electronically
(31)BCertification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002Filed Electronically
(32)ACertification of the Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Filed Electronically
(32)BCertification of the Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Filed Electronically
101.INSXBRL Instance DocumentFiled Electronically
101.SCHXBRL Taxonomy Extension SchemaFiled Electronically
101.CALXBRL Taxonomy Extension Calculation LinkbaseFiled Electronically
101.DEFXBRL Taxonomy Extension Definition LinkbaseFiled Electronically
101.LABXBRL Taxonomy Extension Label LinkbaseFiled Electronically
101.PREXBRL Taxonomy Extension Presentation LinkbaseFiled Electronically

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