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) (1) Financial Statements

(2) 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.

(3) Exhibits

See exhibits listed under part (b) below.

TARGET CORPORATIONBullseye.jpg2024 Form 10-K71
SUPPLEMENTAL INFORMATIONTable of Contents
Index to Financial Statements

b) Exhibits (1)

3.1Amended 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).
3.2Bylaws of Target Corporation (as amended and restated through January 15, 2025) (filed as Exhibit 3.2 to Target's Current Report on Form 8-K on January 17, 2025, and incorporated herein by reference).
4.1Indenture, 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).
4.1.1First 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).
4.2Description 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).
10.3*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 (filed as Exhibit 10.4.1 to Target's Annual Report on Form 10-K for the year ended February 3, 2024, and incorporated herein by reference).
10.4.2*Form of Performance-Based Restricted Stock Unit Agreement (filed as Exhibit 10.4.2 to Target's Annual Report on Form 10-K for the year ended February 3, 2024, and incorporated herein by reference).
10.4.3*Form of Performance Share Unit Agreement (filed as Exhibit 10.4.3 to Target's Annual Report on Form 10-K for the year ended February 3, 2024, and incorporated herein by reference).
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).
10.4.5* **Form of Cliff-Vested Restricted Stock Unit Agreement.
10.4.6* **Form of Performance Award Performance Share Unit Agreement.
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 (2025 Plan Statement).
TARGET CORPORATIONBullseye.jpg2024 Form 10-K72
SUPPLEMENTAL INFORMATIONTable of Contents
Index to Financial Statements
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 as of 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 as of 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 as of 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).
10.17* ‡Aircraft Time Sharing Agreement, dated 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 as of August 12, 2024, among Target Corporation, Target Enterprise, Inc., and Don H. Liu (filed as Exhibit 10.23 to Target's Quarterly Report on Form 10-Q for the quarter ended November 2, 2024, and incorporated herein by reference).
10.19Five-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).
10.19.1‡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).
10.19.2Amendment No. 2 to Five-Year Credit Agreement, dated as of September 20, 2023, among Target Corporation, Bank of America, N.A., as Administrative Agent, and the Banks listed therein (filed as Exhibit 10.19.2 to Target's Quarterly Report on Form 10-Q for the quarter ended October 28, 2023, and incorporated herein by reference).
10.20‡364-Day Credit Agreement, dated as of October 15, 2024, 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 10.20 to Target's Quarterly Report on Form 10-Q for the quarter ended November 2, 2024, and incorporated herein by reference).
10.21** + ‡Credit Card Program Agreement, dated as of October 22, 2012, among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A.
10.21.1** +First Amendment, dated as of February 24, 2015, to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A.
10.21.2** +Second Amendment, dated as of November 19, 2019, to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A.
TARGET CORPORATIONBullseye.jpg2024 Form 10-K73
SUPPLEMENTAL INFORMATIONTable of Contents
Index to Financial Statements
10.21.3+Third Amendment, dated as of 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).
10.21.4+Letter Agreement, dated as of March 8, 2023, among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A. (filed as Exhibit 10.21.4 to Target’s Quarterly Report on Form 10-Q for the quarter ended April 29, 2023, and incorporated herein by reference).
10.22** + ‡Pharmacy Operating Agreement, dated as of December 16, 2015, between Target Corporation and CVS Pharmacy, Inc.
10.22.1** +First Amendment, dated as of November 30, 2016, to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc.
10.22.2Second Amendment, dated as of 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).
19.1**Securities Trading Policy
21.1**List of Subsidiaries
23.1**Consent of Independent Registered Public Accounting Firm
24.1**Powers of Attorney
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
97.1Target Corporation Clawback Policy (filed as Exhibit 97.1 to Target's Annual Report on Form 10-K for the year ended February 3, 2024, and incorporated herein by reference).
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)
  • 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 Corporation agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

‡ Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Corporation agrees to furnish a copy of such schedules and attachments to the Securities and Exchange Commission upon its request.

(1) Certain instruments defining the rights of holders of long-term debt securities of the Corporation have been omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The Corporation agrees to furnish copies of any such instruments to the Securities and Exchange Commission upon its request.

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