SEC Info - Target Corp - ‘10-Q’ for 5/2/15

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Target Corp – ‘10-Q’ for 5/2/15 – ‘EX-10.II’

On: Thursday, 5/28/15, at 2:44pm ET · For: 5/2/15 · Accession #: 27419-15-18 · File #: 1-06049

  As Of               Filer                 Filing    For·On·As Docs:Size

 5/28/15  Target Corp                       10-Q        5/02/15   63:6.3M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    408K 
 2: EX-10.II    Material Contract                                   HTML     33K 
 3: EX-12       Statement re: Computation of Ratios                 HTML     34K 
 4: EX-31.A     Certification -- §302 - SOA'02                      HTML     25K 
 5: EX-31.B     Certification -- §302 - SOA'02                      HTML     25K 
 6: EX-32.A     Certification -- §906 - SOA'02                      HTML     20K 
 7: EX-32.B     Certification -- §906 - SOA'02                      HTML     20K 
43: R1          Document and Entity Information                     HTML     40K 
33: R2          Consolidated Statements of Operations (Unaudited)   HTML    101K 
41: R3          Consolidated Statements of Comprehensive Income     HTML     38K 
                (Unaudited)                                                      
45: R4          Consolidated Statements of Comprehensive Income     HTML     25K 
                (Unaudited) (Parenthetical)                                      
58: R5          Consolidated Statements of Financial Position       HTML    143K 
                (Unaudited)                                                      
35: R6          Consolidated Statements of Financial Position       HTML     49K 
                (Unaudited) (Parenthetical)                                      
40: R7          Consolidated Statements of Cash Flows (Unaudited)   HTML    124K 
30: R8          Consolidated Statements of Cash Flows (Unaudited)   HTML     21K 
                (Parenthetical)                                                  
21: R9          Consolidated Statements of Shareholders'            HTML     82K 
                Investment (Unaudited)                                           
59: R10         Consolidated Statements of Shareholders'            HTML     21K 
                Investment (Unaudited) (Parenthetical)                           
47: R11         Accounting Policies                                 HTML     23K 
46: R12         Canada Exit                                         HTML     64K 
51: R13         Restructuring Initiatives                           HTML     37K 
52: R14         Fair Value Measurements                             HTML     74K 
50: R15         Notes Payable and Long-Term Debt                    HTML     30K 
53: R16         Data Breach                                         HTML     49K 
42: R17         Derivative Financial Instruments                    HTML     38K 
44: R18         Share Repurchase                                    HTML     32K 
49: R19         Pension, Postretirement Health Care and Other       HTML     65K 
                Benefits                                                         
63: R20         Accumulated Other Comprehensive Income              HTML     57K 
55: R21         Segment Reporting                                   HTML     62K 
37: R22         Canada Exit (Tables)                                HTML     60K 
48: R23         Restructuring Initiatives (Tables)                  HTML     39K 
39: R24         Fair Value Measurements (Tables)                    HTML     73K 
18: R25         Notes Payable and Long-Term Debt (Tables)           HTML     29K 
56: R26         Data Breach (Tables)                                HTML     41K 
60: R27         Derivative Financial Instruments (Tables)           HTML     27K 
26: R28         Share Repurchase (Tables)                           HTML     30K 
25: R29         Pension, Postretirement Health Care and Other       HTML     62K 
                Benefits (Tables)                                                
28: R30         Accumulated Other Comprehensive Income (Tables)     HTML     53K 
29: R31         Segment Reporting (Tables)                          HTML     58K 
31: R32         Canada Exit (Details)                               HTML    101K 
17: R33         Canada Exit (Details 2)                             HTML     28K 
54: R34         Restructuring Initiatives (Costs) (Details)         HTML     28K 
36: R35         Restructuring Initiatives (Liabilities) (Details)   HTML     34K 
38: R36         Fair Value Measurements (Details)                   HTML     66K 
20: R37         Fair Value Measurements (Details 2)                 HTML     29K 
62: R38         Notes Payable and Long-Term Debt (Details)          HTML     30K 
14: R39         Data Breach (Details)                               HTML     82K 
32: R40         Derivative Financial Instruments (Details)          HTML     40K 
57: R41         Share Repurchase (Details)                          HTML     81K 
19: R42         Pension, Postretirement Health Care and Other       HTML     83K 
                Benefits (Details)                                               
24: R43         Pension, Postretirement Health Care and Other       HTML     39K 
                Benefits (Details 2)                                             
27: R44         Accumulated Other Comprehensive Income (Details)    HTML     63K 
34: R45         Segment Reporting (Details)                         HTML     53K 
16: R46         Segment Reporting (Details 2)                       HTML     33K 
61: XML         IDEA XML File -- Filing Summary                      XML     87K 
15: EXCEL       IDEA Workbook of Financial Reports                  XLSX    126K 
23: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS    779K 
 8: EX-101.INS  XBRL Instance -- tgt-20150502                        XML   1.33M 
10: EX-101.CAL  XBRL Calculations -- tgt-20150502_cal                XML    180K 
11: EX-101.DEF  XBRL Definitions -- tgt-20150502_def                 XML    359K 
12: EX-101.LAB  XBRL Labels -- tgt-20150502_lab                      XML   1.14M 
13: EX-101.PRE  XBRL Presentations -- tgt-20150502_pre               XML    598K 
 9: EX-101.SCH  XBRL Schema -- tgt-20150502                          XSD    114K 
22: ZIP         XBRL Zipped Folder -- 0000027419-15-000018-xbrl      Zip    146K

‘EX-10.II’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

TGT-2015.05.02-Exhibit 10II

Exhibit (10)II

CONFIDENTIAL TREATMENT REQUESTED

[*] Indicates confidential portions omitted pursuant to a request for

confidential treatment filed separately with the Securities Exchange Commission.

FIRST AMENDMENT TO THE CREDIT CARD PROGRAM AGREEMENT

THIS FIRST AMENDMENT (the "Amendment") is made effective as of this 24th day of February, 2015 (the "First Amendment Effective Date")

BY AND AMONG:

TARGET CORPORATION,

TARGET ENTERPRISE, INC.,

- and -

TD BANK USA, N.A.

WHEREAS Target Corporation, Target Enterprise Inc. (collectively "Company") and TD Bank USA, N.A. ("Bank") entered into the Credit Card Program Agreement as of the 22^nd day of October, 2012 (the "Agreement"); and

WHEREAS the parties now wish to amend the Agreement in accordance with Section 17.6 of the Agreement to, among other matters, extend the term of the Agreement;

NOW, THEREFORE, in consideration of the terms, conditions and mutual covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Bank agree as follows:

Article 1 – Program Extension Payment


1.1.	Commencing March 13, 2015, Bank shall pay to Company [] dollars ($[]) (the "Program Extension Payment") per Reference Year during the Term of the Agreement. Bank shall pay the Program Extension Payment to Company in immediately available funds as directed by Company within 5 business days of the start of each Reference Year.

Article 2 – Program Enhancement Amount

2.1.

The Program Managers shall meet at their discretion, but at least once annually, to propose and discuss investments in the Program to grow Alternative Risk Adjusted Revenues, enhance the Cardholder experience or otherwise improve the Program (the "Agreed Initiatives"). Bank shall make available, in the aggregate, up to [*] dollars ($[*]) (the "Annual Program Enhancement Amount") per Reference Year for reimbursement of Company's and Bank's documented out-of-pocket expenses for Agreed Initiatives. Neither party shall be entitled to any reimbursement from the Annual Program Enhancement Amount to the extent such out-of-pocket expenses have not been agreed in writing by each of the Program Managers of Bank and Company.

2.2.

To the extent that the Program Managers cannot mutually agree on spending of the Annual Program Enhancement Amount and/or less than the entire Annual Program Enhancement Amount has been spent in a Reference Year, any funds remaining in the Annual Program Enhancement Amount for such Reference Year shall be retained by Bank and shall not, for greater certainty, be carried over into another Reference Year. In no event shall Company and Bank collectively be entitled under this provision to reimbursement with respect to Agreed Initiatives of more than the Annual Program Enhancement Amount in any Reference Year regardless of the actual amount of out-of-

pocket expenses and regardless of whether the expenses were approved by the mutual agreement of both Program Managers.


2.3.	Each party shall provide the other with reasonable evidence regarding the expenditure of the mutually agreed out-of-pocket expenses supporting the Agreed Initiatives. Bank shall reimburse Company for expenses incurred by Company for the Agreed Initiatives within forty-five (45) days' receipt of the reasonable evidence, subject to the terms above.

Article 3– Amendments to Agreement


3.1.	Section 2.8(a) of the Agreement is amended by deleting (iv) in its entirety and replacing it with "(iv) [] as a Company Matter during the Term, []." The parties hereby acknowledge that as of the First Amendment Effective Date, Company has already exercised its First Selection by selecting MasterCard to replace Visa as the Network for the Program.


3.2.	Section 2.8(c) of the Agreement is amended by deleting "a single BIN" and replacing it with "one or more BINs".


3.3.	Schedule 3.7(a) of the Agreement is amended by deleting [*].


3.4.	Section 4.1(a)(xii) of the Agreement is amended by deleting "material".


3.5.	Section 14.1 is amended by deleting "seven (7)" and replacing with "twelve (12)".


3.6.	Section 14.2(b) is amended by including ", or a corporate reorganization or restructuring involving a holding company above the ultimate parent, provided that the shareholders of such parent are substantially the same immediately prior to the transaction and immediately after the transaction," immediately following "restructuring".


3.7.	Section 17.11 is amended by including “Each of the parties to this Agreement may specify a different address or email address by giving notice in accordance with this Section 17.11 to each of the other parties.”

Article 4 – Miscellaneous


4.1.	All provisions of the Agreement which are not modified by this Amendment shall remain in full force and effect as set forth in the Agreement. In the event of any inconsistencies between the terms of the Agreement and this Amendment, the provisions of this Amendment shall prevail.


4.2.	This Amendment shall be deemed as an integral part of the Agreement.


4.3.	Capitalized terms not otherwise defined in this Amendment shall have the meaning given to them in the Agreement.

4.4.

Sections 17.3 (Assignment), 17.6 (Amendment), 17.7 (Non-Waiver), 17.8 (Severability), 17.9 (Governing Law), 17.11 (Notices), 17.12 (Further Assurances), 17.13 (No Joint Venture), 17.14 (Press Releases), 17.16 (Third Parties), 17.19 (Binding Effect; Effectiveness) and 17.20 (Counterparts/Facsimiles/PDF E-Mails) of the Agreement shall apply, mutatis mutandis, to this Amendment as if they were fully set

[*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Securities Exchange Commission.

out herein (except for references therein to “this Agreement” shall be construed and interpreted as “this Amendment”).

[SIGNATURE PAGE FOLLOWS]

[*] Indicates confidential portions omitted pursuant to a request for confidential treatment filed separately with the Securities Exchange Commission.

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be duly executed as of the date first above written.

TARGET CORPORATION

By: /s/ John J. Mulligan

John J. Mulligan

Executive Vice President and Chief Financial Officer

TARGET ENTERPRISE, INC.

By: /s/ Sara Ross

Sara Ross

Assistant Treasurer

SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE CREDIT CARD PROGRAM AGREEMENT

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be duly executed as of the date first above written.

TD BANK USA, N.A.

By: /s/ Stephen Boyle

Name: Stephen Boyle

Title: Chief Financial Officer

SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE CREDIT CARD PROGRAM AGREEMENT

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	5/28/15
For Period end:	5/2/15
	3/13/15	10-K, 4
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/13/24  Target Corp.                      10-K        2/03/24  131:11M
 3/08/23  Target Corp.                      10-K        1/28/23  127:12M
 3/09/22  Target Corp.                      10-K        1/29/22  124:11M
 3/10/21  Target Corp.                      10-K        1/30/21  130:12M

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Filing Submission 0000027419-15-000018 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)