The following information required under this item is filed as part of this report:
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| • | Consolidated Statements of Operations for the Years Ended February 2, 2019, February 3, 2018, and January 28, 2017 |
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| • | Consolidated Statements of Comprehensive Income for the Years Ended February 2, 2019, February 3, 2018, and January 28, 2017 |
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| • | Consolidated Statements of Financial Position at February 2, 2019 and February 3, 2018 |
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| • | Consolidated Statements of Cash Flows for the Years Ended February 2, 2019, February 3, 2018, and January 28, 2017 |
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| • | Consolidated Statements of Shareholders' Investment for the Years Ended February 2, 2019, February 3, 2018, and January 28, 2017 |
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| • | Notes to Consolidated Financial Statements |
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| • | Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements |
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| Financial Statement Schedules |
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| None. |
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| 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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| (3)A | | Amended and Restated Articles of Incorporation (as amended through June 9, 2010) (1) |
| B | | Bylaws (as amended through November 11, 2015) (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. |
| (10)A | * | Target Corporation Executive Officer Cash Incentive Plan (5) |
| B | * | Target Corporation Long-Term Incentive Plan (as amended and restated effective June 8, 2011) (6) |
| C | * | Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (as amended and restated effective September 1, 2017) (7) |
| 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 (25) |
| Y | * | Form of Cash Retention Award (26) |
| AA | * | Aircraft Time Sharing Agreement as of March 13, 2015 among Target Corporation and Brian C. Cornell (27) |
| BB | * | Transition Agreement dated January 7, 2019 (28) |
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| 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 (29) |
| DD | | 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 (30) |
| EE | | 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 (31) |
| FF | ‡ | Credit Card Program Agreement dated October 22, 2012 among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A. (32) |
| GG | ‡ | First Amendment dated February 24, 2015 to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A. (33) |
| HH | ‡ | Pharmacy Operating Agreement dated December 16, 2015 between Target Corporation and CVS Pharmacy, Inc. (34) |
| II | ‡ | First Amendment dated November 30, 2016 to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc. (35) |
| JJ | | Second Amendment dated January 9, 2018 to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc. (36) |
| (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 (Q1) (Q2) (Q3) (10-K) |
| (31)B | | Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Q1) (Q2) (Q3) (10-K) |
| (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 (Q1) (Q2) (Q3) (10-K) |
| (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 (Q1) (Q2) (Q3) (10-K) |
| 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 |
Copies of exhibits will be furnished upon written request and payment of Registrant's reasonable expenses in furnishing the exhibits.
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| ‡ | 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. |
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| * | Management contract or compensation plan or arrangement required to be filed as an exhibit to this Form 10-K. |
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| (1) | Incorporated by reference to Exhibit (3)A to Target's Form 8-K Report filed June 10, 2010. |
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| (2) | Incorporated by reference to Exhibit (3)A to Target's Form 8-K Report filed November 12, 2015. |
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| (3) | Incorporated by reference to Exhibit 4.1 to Target's Form 8-K Report filed August 10, 2000. |
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| (4) | Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K Report filed May 1, 2007. |
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| (5) | Incorporated by reference to Exhibit (10)KK to Target's Form 8-K Report filed June 15, 2017. |
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| (6) | Incorporated by reference to Exhibit (10)B to Target's Form 10-Q Report for the quarter ended July 30, 2011. |
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| (7) | Incorporated by reference to Exhibit (10)C to Target's Form 10-Q Report for the quarter ended July 29, 2017. |
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| (8) | Incorporated by reference to Exhibit (10)C to Target's Form 10-Q Report for the quarter ended April 30, 2016. |
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| (9) | Incorporated by reference to Exhibit (10)D to Target's Form 10-Q Report for the quarter ended April 30, 2016. |
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| (10) | Incorporated by reference to Exhibit (10)E to Target's Form 10-K Report for the year ended February 1, 2014. |
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| (11) | Incorporated by reference to Exhibit (10)NN to Target's Form 10-Q Report for the quarter ended April 30, 2016. |
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| (12) | Incorporated by reference to Exhibit (10)F to Target's Form 10-Q Report for the quarter ended July 30, 2011. |
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| (13) | Incorporated by reference to Exhibit (10)I to Target's Form 10-K Report for the year ended January 28, 2017. |
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| (14) | Incorporated by reference to Exhibit (10)I to Target's Form 10-K Report for the year ended February 3, 2007. |
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| (15) | Incorporated by reference to Exhibit (10)I to Target's Form 10-K Report for the year ended February 1, 2014. |
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| (16) | Incorporated by reference to Exhibit (10)L to Target's Form 10-Q Report for the quarter ended July 29, 2017. |
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| (17) | Incorporated by reference to Exhibit (10)A to Target's Form 10-Q Report for the quarter ended October 30, 2010. |
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| (18) | Incorporated by reference to Exhibit (10)O to Target's Form 10-K Report for the year ended January 29, 2005. |
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| (19) | Incorporated by reference to Exhibit (10)O to Target's Form 10-K Report for the year ended January 31, 2009. |
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| (20) | Incorporated by reference to Exhibit (10)AA to Target's Form 10-Q Report for the quarter ended July 30, 2011. |
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| (21) | Incorporated by reference to Exhibit (10)MM to Target's Form 10-Q Report for the quarter ended October 28, 2017. |
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| (22) | Incorporated by reference to Exhibit (10)V to Target's Form 10-K Report for the year ended January 31, 2015. |
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| (23) | Incorporated by reference to Exhibit (10)JJ to Target's Form 10-Q Report for the quarter ended April 29, 2017. |
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| (24) | Incorporated by reference to Exhibit (10)EE to Target's Form 8-K Report filed January 11, 2012. |
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| (25) | Incorporated by reference to Exhibit (10)X to Target's Form 10-K Report for the year ended February 3, 2018. |
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| (26) | Incorporated by reference to Exhibit (10)W to Target's Form 10-K Report for the year ended February 2, 2013. |
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| (27) | Incorporated by reference to Exhibit (10)HH to Target's Form 10-K Report for the year ended January 31, 2015. |
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| (28) | Incorporated by reference to Exhibit (10)A to Target's Form 8-K Report filed January 10, 2019. |
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| (29) | Incorporated by reference to Exhibit (10)O to Target's Form 10-Q Report for the quarter ended October 29, 2016. |
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| (30) | Incorporated by reference to Exhibit (10)LL to Target's Form 10-Q Report for the quarter ended October 28, 2017. |
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| (31) | Incorporated by reference to Exhibit (10)II to Target's Form 10-Q Report for the quarter ended November 3, 2018. |
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| (32) | Incorporated by reference to Exhibit (10)X to Target's Form 10-Q/A Report for the quarter ended May 4, 2013. |
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| (33) | Incorporated by reference to Exhibit (10)II to Target's Form 10-Q Report for the quarter ended May 2, 2015. |
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| (34) | Incorporated by reference to Exhibit (10)KK to Target's Form 10-K Report for the year ended January 30, 2016. |
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| (35) | Incorporated by reference to Exhibit (10)CC to Target's Form 10-K Report for the year ended January 28, 2017. |
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| (36) | Incorporated by reference to Exhibit (10)HH to Target's Form 10-K Report for the year ended February 3, 2018. |
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.
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| TARGET CORPORATION | |
| By: | /s/ Cathy R. Smith |
| Dated: March 13, 2019 | | Cathy 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.
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| /s/ Brian C. Cornell |
| Dated: March 13, 2019 | Brian C. Cornell Chairman of the Board and Chief Executive Officer |
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| /s/ Cathy R. Smith |
| Dated: March 13, 2019 | Cathy R. Smith Executive Vice President and Chief Financial Officer |
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| /s/ Robert M. Harrison |
| Dated: March 13, 2019 | Robert M. Harrison Senior Vice President, Chief Accounting Officer and Controller |
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| ROXANNE S. AUSTIN DOUGLAS M. BAKER, JR. GEORGE S. BARRETT CALVIN DARDEN HENRIQUE DE CASTRO ROBERT L. EDWARDS | | MELANIE L. HEALEY DONALD R. KNAUSS MONICA C. LOZANO MARY E. MINNICK KENNETH L. SALAZAR DMITRI L. STOCKTON | | Constituting 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.
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| By: | /s/ Cathy R. Smith |
| Dated: March 13, 2019 | | Cathy R. Smith Attorney-in-fact |
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