2024
Annual Report
Target
Corporation
2024 Performance: -2.5%
Five-year CAGR: 3.6%
2024 Performance: -1.1%
Five-year CAGR: 4.6%
2024 Performance: -0.9%
Five-year CAGR: 6.9%
To explore key stories of the past
year and find out what’s ahead,
visit corporate.target.com. You can
view our Annual Report online
at target.com/annualreport.
Total 2024 Merchandise Sales
(a): $104,820 Million
Financial Highlights
(Note: Reflects amounts attributable to continuing operations. 2023 was a 53-week year.)
Net Sales
(a)
In Millions
Operating Income
In Millions
Net Earnings
In Millions
Diluted EPS
Welcome to our
2024 Annual Report
2024 Performance: -0.8%
Five-year CAGR: 6.4%
’19
’20
’21
’22
’23
’24
$78,112
$93,561
$106,005
$109,120
$107,412
$106,566
$4,658
$6,539
$8,946
$3,848
$5,707
$5,566
’19
’20
’21
’22
’23
’24
$6.34
$8.64
$14.10
$5.98
$8.94
$8.86
’19
’20
’21
’22
’23
’24
$3,269
$4,368
$6,946
$2,780
$4,138
$4,091
’19
’20
’21
’22
’23
’24
Hardlines
Apparel &
Accessories
Beauty
Household
Essentials
Food & Beverage
Home Furnishings
& Décor
(a) In 2024, we changed the presentation of revenue in our Consolidated Statements of Operations, consolidating the previous three-line format (Sales, Other Revenue, and Total Revenue) to a single line
labeled “Net Sales”, which reflects all revenues (formerly Total Revenue). Note 2 to the Financial Statements in Form 10-K, Item 8, provides additional information.
12%
18%
23%
16%
15%
16%
To my fellow shareholders,
Target is a company designed to deliver long-term profitable
growth. For decades, we have invested in the scale, strategy and
capabilities that allow our team to navigate a fast-evolving retail
landscape and meet the needs of today’s consumers.
We entered 2024 with a commitment to stay nimble and
generate profitable growth, and even in a challenging retail
environment, our team delivered. However, those results came
with an unexpectedly high level of variability throughout the year,
which we aim to continue mitigating moving forward. By controlling
what we can control, listening closely to consumers and staying
focused on what differentiates Target, we are confident we
can continue to create value for our stakeholders, as we have
for more than 50 years.
Creating Today’s Tarzhay
Target occupies a unique space in U.S. retail—something
our guests have coined “Tarzhay.” It’s a term that captures
the blend of affordability, style and newness we deliver at the
intersection of product and experience. Paired with ongoing
investments in our team, technology and operations, our distinct
approach inspires consumers to choose Target and drives growth.
Today’s Tarzhay starts with product. Our mix of only-at-Target
owned brands, well-known national brands and partnerships
with world-famous designers and small independent brands
stands out in a competitive retail landscape.
In 2024, we lowered prices on more than 10,000 items to deliver even
more affordability to value-conscious consumers, particularly through
our $31 billion owned brand portfolio. At the same time, we leveraged
Target’s deep ties to fashion, entertainment, sports and culture
to not only adopt trends but create them. We’re building on our
history of working with great brands like Ulta Beauty, Apple, Disney
and Starbucks while adding new partners like Champion and Warby
Parker. And our billion-dollar third-party marketplace Target Plus adds
breadth to our assortment and is growing at a double-digit pace.
In addition to the products we offer, our team is focused on creating
an experience—in store and online—that elevates everyday shopping.
We opened 23 new stores in 2024, expect to open about 20 this year
and will remodel many more. We’ve also built a $20 billion first-party
digital business that delivers incremental profit to our bottom-line as
it grows, and this business continues to expand, with double digit
growth last year in same-day services like Drive Up and same-day
delivery with Target Circle 360.
Target Circle 360 is part of our broader loyalty platform,
Target Circle, which we relaunched in 2024 to help members save
more and deepen their connection with our brand. Our offer is
resonating—with active Target Circle members spending three times
more on average compared with nonmembers, and those who
added a Target Circle 360 subscription spending an average of
eight times more.
The insights we gain from Target Circle help to power our media
business, Roundel. With a focus on connecting the right products
to the right guests in a way that enhances the overall experience
for consumers, Roundel delivered nearly $2 billion in value last
year and is expected to double in size by 2030.
Our path to growth
Target continually invests in the key elements that set us apart from
other retailers—our assortment and our experience—to stay ahead
of emerging industry trends and evolving consumer behavior.
Over the past five years, this differentiated strategy delivered nearly
$30 billion in topline growth. Importantly, that growth was fueled
by traffic, with 350 million more guest trips in 2024 compared to 2019.
Growth rates varied widely over this five-year span as consumer
demand for discretionary categories shifted through the pandemic
and during the period of high inflation that followed. Gains in our
discretionary business over the recent holiday season, combined
with continued growth in our frequency categories, position our
topline for continued growth in the years ahead.
Propelled by the strength of our strategy, we expect to continue
growing over time. We’ll continue to build on the investments we’ve
made in stores, supply chain and technology with plans to invest
more than $4 billion this year to bring additional speed, efficiency
and reliability to our operations. These efforts complement the
more than $2 billion we’ve saved over the past two years through
ongoing efficiency work, which allows us to reinvest in our products,
experience and team. And with our scale, cross-category momentum
and significant growth potential in areas like same-day delivery, we
believe we can grow our business by more than $15 billion within five
years.
Thank you for your investment in Target. More than 400,000 team
members are ready to navigate near-term challenges in order to
deliver on our company’s long-term ambitions. The steady drumbeat
of everyday discovery and delight we offer to consumers through our
products and experience has been the catalyst for growth since our
founding, and our team looks forward to building on that legacy as we
guide Target into its next chapter of growth.
Letter to Shareholders
Brian Cornell, Chair and CEO
FINANCIAL RESULTS (in millions)
Net Sales
Cost of sales (b)
Selling, general and administrative expenses (SG&A) (b)
Depreciation and amortization (exclusive of depreciation
included in cost of sales)
Operating income
Net interest expense (c)
Net other (income) / expense
Earnings before income taxes
Provision for income taxes
Net earnings
PER SHARE
Basic earnings per share
Diluted earnings per share
Cash dividends declared
FINANCIAL POSITION (in millions)
Total assets
Long-term debt and other borrowings, including
current portion
Less: Short-term investments
Net debt (d)
Shareholders’ investment
FINANCIAL RATIOS
Comparable sales change (e)
Gross margin (% of net sales) (f)
SG&A expenses (% of net sales)
Operating income margin (% of net sales)
OTHER
Common shares outstanding (in millions)
Operating cash flow (in millions)
Capital expenditures (in millions)
Net sales per square foot (g)
Retail square feet (in thousands)
Square footage growth
Total number of stores
Total number of supply chain facilities (h)
Five-Year Financial Summary
(a) 2023 consisted of 53 weeks compared with 52 weeks in all other periods presented. The extra week in 2023 contributed $1.7 billion to Net Sales.
(b) In 2024, we reclassified certain expenses related to our advertising and third-party digital marketplace business offerings from SG&A to Cost of Sales and updated prior-period
amounts to conform to the current year presentation.
(c) Includes losses on early retirement of debt of $512 million for 2020.
(d) We calculate Net Debt, a non-GAAP measure, as Long-Term Debt and Other Borrowings, Including Current Portion, net of Short-Term Investments. We believe Net Debt
is a useful indicator of our level of financial leverage because short-term investments are available to pay debt maturity obligations. A reconciliation to the most comparable GAAP
measure, Long-Term Debt and Other Borrowings, Including Current Portion, is provided above. Other companies may calculate Net Debt differently than we do, limiting the usefulness
of the measure for comparisons with other companies.
(e) See definition of comparable sales in Form 10-K, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
(f) Beginning with 2024, Gross Margin is calculated as Net Sales less Cost of Sales, and our Gross Margin Rate is calculated as Gross Margin divided by Net Sales. Previously Gross
Margin and our Gross Margin Rate were calculated based only on Merchandise Sales. The calculation change aligns with our 2024 transition to a single-line revenue presentation
on our Consolidated Statements of Operations, with prior period amounts updated to conform to the current year presentation. We also updated prior period Gross Margin Rates
to conform to the current year calculations.
(g) Represents Net Sales per retail square foot which is calculated using rolling four quarters average retail square feet.
(h) Prior-year counts have been updated to reflect our definition of “supply chain facilities” as of 2024.
76,502
21,969
2,529
5,566
411
(106)
5,261
1,170
$ 4,091
$ 106,566
77,828
21,462
2,415
5,707
502
(92)
5,297
1,159
$ 4,138
$ 107,412
82,306
20,581
2,385
3,848
478
(48)
3,418
638
$ 2,780
$ 109,120
74,963
19,752
2,344
8,946
421
(382)
8,907
1,961
$ 6,946
$ 106,005
66,177
18,615
2,230
6,539
977
16
5,546
1,178
$ 4,368
$ 93,561
$ 8.86
$ 4.46
$ 57,769
$ 15,940
3,893
$ 12,047
$ 14,666
0.1 %
28.2 %
$ 8.89
20.6 %
5.2 %
455.6
$ 7,367
$ 2,891
$ 431
248,278
1.0 %
1,978
66
$ 8.94
$ 4.38
$ 55,356
$ 16,038
2,897
$ 13,141
$ 13,432
(3.7) %
27.5 %
$ 8.96
20.0 %
5.3 %
461.7
$ 8,621
$ 4,806
$ 438
245,939
0.6 %
1,956
59
$ 5.98
$ 4.14
$ 53,335
$ 16,139
1,343
$ 14,796
$ 11,232
2.2 %
24.6 %
$ 6.02
18.9 %
3.5 %
460.3
$ 4,018
$ 5,528
$ 447
244,584
0.5 %
1,948
56
$ 14.10
$ 3.38
$ 53,811
$ 13,720
4,985
$ 8,735
$ 12,827
12.7 %
29.3 %
$ 14.23
18.6 %
8.4 %
471.3
$ 8,625
$ 3,544
$ 437
243,284
0.7 %
1,926
49
$ 8.64
$ 2.70
$ 51,248
$ 12,680
7,644
$ 5,036
$ 14,440
19.3 %
29.3 %
$ 8.72
19.9 %
7.0 %
500.9
$ 10,525
$ 2,649
$ 388
241,648
0.5 %
1,897
45
2024
2023(a)
2022
2021
2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 1, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number 1-6049
TARGET CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota
(State or other jurisdiction of incorporation or organization)
1000 Nicollet Mall, Minneapolis, Minnesota
(Address of principal executive offices)
41-0215170
(I.R.S. Employer Identification No.)
55403
(Zip Code)
Registrant’s telephone number, including area code: (612) 304-6073
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.0833 per share
TGT
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and
"emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting stock held by non-affiliates of the registrant as of August 2, 2024, was $64,152,450,257 based on the
closing price of $139.17 per share of common stock as reported on the New York Stock Exchange.
Total shares of common stock, par value $0.0833, outstanding as of March 5, 2025, were 455,576,464.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Target's Proxy Statement for the Annual Meeting of Shareholders to be held on June 11, 2025, are incorporated into Part III.
TABLE OF CONTENTS
PART I
Item 1
Business
2
Item 1A
Risk Factors
9
Item 1B
Unresolved Staff Comments
18
Item 1C
Cybersecurity
19
Item 2
Properties
21
Item 3
Legal Proceedings
22
Item 4
Mine Safety Disclosures
22
PART II
Item 5
Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
23
Item 6
Reserved
24
Item 7
Management's Discussion and Analysis of Financial Condition and Results of
Operations
25
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
37
Item 8
Financial Statements and Supplementary Data
38
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
68
Item 9A
Controls and Procedures
68
Item 9B
Other Information
69
Item 9C
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
69
PART III
Item 10
Directors, Executive Officers and Corporate Governance
70
Item 11
Executive Compensation
70
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
70
Item 13
Certain Relationships and Related Transactions, and Director Independence
70
Item 14
Principal Accountant Fees and Services
70
PART IV
Item 15
Exhibits, Financial Statement Schedules
71
Item 16
Form 10-K Summary
74
SIGNATURES
75
Table of Contents
Index to Financial Statements
1
TARGET CORPORATION
2024 Form 10-K
PART I
Item 1. Business
General
Target Corporation was incorporated in Minnesota in 1902. Our corporate purpose is to help all families discover the
joy of everyday life. We offer our customers, referred to as "guests," fashionable, differentiated merchandise and
everyday essentials at discounted prices. We operate as a single segment designed to enable guests to purchase
products seamlessly in stores or through our digital channels. Since 1946, we have given 5 percent of our profit to
communities.
When used in this report, the terms "we," "our," "us," "Target," and the "Corporation" mean Target Corporation and
its subsidiaries, collectively, unless the context otherwise requires or indicates.
Strategy
Target delivers on our purpose of helping all families discover the joy of everyday life through our curated, multi-
category assortment, outstanding value, and a team that’s centered on care for each other, our guests, and
communities. Our stores, digital experience, fulfillment services, and loyalty ecosystem also play a critical role in
differentiating Target and bringing our purpose to life.
Our strategy aims to expand Target’s relevancy in consumers’ lives and drive traffic, sales, and market share
growth. Core elements include:
•
Delighting with newness, style, and value by strengthening our owned brands portfolio, curating leading
national brands, and expanding the breadth and depth of signature partnerships.
•
Delivering value by providing everyday low pricing and leveraging promotions and our loyalty ecosystem,
Target Circle.
•
Opening new stores, updating existing stores, and enhancing our digital experience to reach more
consumers and provide a reliably convenient, easy, and inspiring shopping experience.
•
Transforming our supply chain for increased efficiency, speed, capacity, and reliability across our network.
•
Being a favorite discovery destination by making it easy for consumers to discover Target’s products and
experiences across different channels and touchpoints, including our stores, our mobile app and website,
and social platforms.
•
Expanding our capabilities, such as our Roundel advertising and Target Plus third-party digital marketplace
businesses, to leverage our assets and enhance the guest experience.
Our strategy defines how we’ll continue to differentiate Target, and we’ll seek to enable growth through:
•
Our Team – A highly engaged and purpose-driven team.
•
Consumer-Centricity – A deep understanding of consumers.
•
Technology – A connected ecosystem of data, insights, and technology, including artificial intelligence.
•
Efficiency – Simplifying work for our teams to make it easier to deliver a great guest experience.
•
Sustainability – Resiliency in our business model.
BUSINESS
Table of Contents
Index to Financial Statements
2
TARGET CORPORATION
2024 Form 10-K
The vast majority of our Net Sales are generated by the sale of merchandise to customers. Our strategy continues
to leverage stores as fulfillment hubs, with stores fulfilling more than 96 percent of total Merchandise Sales in each
of the last three years, which provides convenience for our guests at a reduced fulfillment cost. In addition to
Merchandise Sales, we generate revenue from other sources, most notably advertising revenue and credit card
profit-sharing income. Note 2 to the Financial Statements provides more information.
Net Sales
(in billions)
2022
(52 weeks)
2023
(53 weeks)
2024
(52 weeks)
$109.1
$107.4
$106.6
$107.6
$1.5
$105.8
$1.6
$104.8
$1.8
Merchandise Sales
(in billions)
$107.6
$105.8
$104.8
$87.6
$86.4
$84.3
$20.0
$19.4
$20.5
Stores Originated
Digitally Originated
2022
2023 (a)
2024
(a)
2023 consisted of 53 weeks. The extra week in 2023 contributed $1.7 billion of Net Sales.
BUSINESS
Table of Contents
Index to Financial Statements
3
TARGET CORPORATION
2024 Form 10-K
Merchandise Sales by Fulfillment Channel
2022
96.7%
3.3%
2023
97.4%
2.6%
2024
97.6%
2.4%
Financial Highlights
For information on key financial highlights, see Part II, Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations (MD&A).
Seasonality
A larger share of annual revenues traditionally occurs in the fourth quarter because it includes the November and
December holiday sales period.
Merchandise
The majority of our stores offer a wide assortment of general merchandise and food. Most of our stores larger than
170,000 square feet offer a variety of general merchandise and a full line of food items comparable to traditional
supermarkets. Our digital channels include a wide merchandise and food assortment, including many items found in
our stores, along with a complementary assortment sold by Target and third parties. We manage our business
across the six core merchandise categories shown below. Within categories, gross margins vary depending on the
type of merchandise.
Merchandise Sales by Category
2022
16%
10%
21%
17%
18%
18%
2023
15%
12%
23%
15%
17%
18%
2024
16%
12%
23%
15%
16%
18%
BUSINESS
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
4
A significant portion of our Merchandise Sales are from national brand merchandise. Approximately one-third of our
Merchandise Sales come from our owned and exclusive brands, including, but not limited to, the brands listed
below.
Owned Brands
A New Day™
Future Collective™
Pillowfort™
All in Motion™
Gigglescape™
Project 62™
Art Class™
Good & Gather™
Room Essentials™
Auden™
Goodfellow & Co™
Shade & Shore™
Ava & Viv™
Hearth & Hand™ with Magnolia
Smartly™
Boots & Barkley™
Heyday™
Smith & Hawken™
Brightroom™
Hyde & EEK! Boutique™
Sonia Kashuk™
Bullseye's Playground™
JoyLab™
Spritz™
Casaluna™
Kindfull™
Sun Squad™
Cat & Jack™
Kona Sol™
Threshold™
Cloud Island™
Made By Design™
Universal Thread™
Colsie™
Market Pantry™
up & up™
dealworthy™
Mondo Llama™
Wild Fable™
Embark™
More Than Magic™
Wondershop™
Everspring™
Opalhouse™
Xhilaration™
Favorite Day™
Open Story™
Figmint™
Original Use™
Exclusive Adult Beverage Brands
California Roots™
Jingle & Mingle™
SunPop™
Casa Cantina™
Photograph™
The Collection™
Headliner™
Rosé Bae™
Wine Cube™
We also sell merchandise through periodic exclusive design and creative partnerships, and shop-in-shop
experiences, with partners such as Apple, Disney, Levi's, and Ulta Beauty, and generate revenue from in-store
amenities such as Starbucks, Target Café, and Target Optical. CVS Pharmacy, Inc. (CVS) operates pharmacies and
clinics in our stores under a perpetual operating agreement from which we generate annual occupancy income.
Our global sourcing operations, which operate from offices in 12 countries around the world, are an important
component of our business strategy. Our global sourcing team identifies, evaluates, and partners with suppliers and
vendors from around the world to procure merchandise (most notably for our owned brands) and make it available
to our guests through our stores and digital channels. The global sourcing team is also integral to ensuring quality
and value of products, management of product costs, and driving ethical business practices.
Other Capabilities
We generate revenue through a variety of other sources, including Roundel, which provides advertising services to
vendors and other third parties; credit card profit sharing related to our Target Circle Card program; our third-party
digital marketplace—Target Plus; membership fees; and others.
Customer Loyalty Programs
Our guests receive a 5 percent discount on nearly all purchases and receive free shipping at Target.com when they
use their Target Debit Card, Target Credit Card, Target MasterCard, or Target Circle Card Reloadable Account
(collectively, Target Circle Cards). We also seek to drive customer loyalty and trip frequency through our Target
Circle™ program which offers guests instant discounts and Target Circle Rewards redeemable on future purchases.
In March 2024, we announced changes to Target Circle, including the integration of Target Circle Card™ (formerly
RedCard) and the addition of a Target Circle 360™ paid membership option. Among other benefits, Target Circle
BUSINESS
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
5
360 members receive access to same-day delivery and our fastest available shipping option with no additional
markup or fees.
Distribution
Most merchandise is distributed to our stores through our network of distribution centers. Common carriers ship
merchandise to and from our distribution centers. Vendors or third-party distributors ship certain food items and
other merchandise directly to our stores. Merchandise sold through our digital channels is distributed to our guests
through guest pick-up at our stores, via common carriers (from stores, supply chain facilities, vendors, and third-
party distributors), and same-day delivery via our wholly owned subsidiary, Shipt, Inc. (Shipt). Our stores fulfill the
majority of the digitally originated sales, which allows improved product availability, faster fulfillment times, reduced
shipping costs, and allows us to offer guests a suite of same-day fulfillment options such as Order Pickup, Drive Up,
and Shipt.
Human Capital Management
In support of our purpose—to help all families discover the joy of everyday life—we invest in our team, our most
important asset, by giving them opportunities to grow professionally, take care of themselves, each other, and their
families, and to make a difference for our guests and our communities. We are among the largest private employers
in the United States (U.S.), and our workforce has varying goals and expectations of their employment relationship,
from team members looking to build a career to students, retirees, and others who are seeking to supplement their
income in an enjoyable atmosphere. We seek to be an employer of choice to attract and retain top talent no matter
their objectives in seeking employment. To that end, we strive to foster a highly engaged and purpose-driven culture
where all employees, referred to as "team members," have access to opportunity and growth, enabling our team to
deliver business results.
As of February 1, 2025, we employed approximately 440,000 full-time, part-time, and seasonal team members.
Because of the seasonal nature of the retail business, employment levels peak in the holiday season. We also
engage independent contractors, most notably in our Shipt subsidiary.
Our Board of Directors, through the Compensation and Human Capital Management Committee, oversees human
capital management matters.
Talent Development and Engagement
We offer a compelling work environment with meaningful experiences and abundant growth and career-
development opportunities. This starts with the opportunity to do challenging work and learn on the job and is
supplemented by programs and continuous learning that help our team build skills at all levels, including programs
focused on specialized skill development, leadership opportunities, coaching, and mentoring. Our talent and
succession planning process supports the development of a strong talent pipeline for leadership and other critical
roles. We monitor our team members’ perceptions of these talent development and engagement programs through
a number of surveys and take steps to address areas needing improvement. We are focused on making Target a
destination for talent by creating a sense of belonging for our team members. We believe that this sense of
belonging for all is an essential part of our team and culture, which helps fuel the growth of our business.
Compensation and Benefits
Our compensation and benefits are designed to support the financial, mental, and physical well-being of our team
members and their families. We believe in paying team members equitably and we regularly review the pay data of
U.S. team members to confirm that we are doing so. Our compensation packages include a starting wage range of
$15 to $24 per hour for U.S. hourly team members in our stores and supply chain facilities (who comprise the vast
majority of our team), a 401(k) plan with dollar-for-dollar matching contributions up to five percent of eligible
earnings, paid vacation and holidays, family leave, sick pay, merchandise and other discounts, disability insurance,
life insurance, healthcare and dependent care flexible spending accounts, tuition-free education assistance and
tuition reimbursement, free mental health services, an annual short-term incentive program, long-term equity
awards, and health insurance benefits, including free virtual health care visits. Eligibility for, and the level of, benefits
vary depending on team members’ full-time or part-time status, work location, compensation level, and tenure.
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2024 Form 10-K
6
Workplace Health and Safety
We strive to maintain a safe and secure work environment and have specific safety programs. This includes
administering a comprehensive occupational injury- and illness-prevention program and training for team members.
Working Capital
Effective inventory management is key to our ongoing success, and we use various techniques including demand
forecasting and planning and various forms of replenishment management. We achieve effective inventory
management by staying in-stock in core product offerings, maintaining positive vendor relationships, and carefully
planning inventory levels for seasonal and apparel items to minimize markdowns.
The Liquidity and Capital Resources section in MD&A provides additional details.
Competition
We compete with traditional and internet retailers, including department stores, off-price general merchandise
retailers, wholesale clubs, category-specific retailers, drug stores, supermarkets, direct-to-consumer brands, and
other forms of retail commerce. Our ability to positively differentiate ourselves from other retailers and provide
compelling value to our guests largely determines our competitive position within the retail industry.
Intellectual Property
Our brand image is a critical element of our business strategy. Our principal trademarks, including Target, our
"Expect More. Pay Less." brand promise, and our "Bullseye Design," have been registered with the U.S. Patent and
Trademark Office. We also seek to obtain and preserve intellectual property protection for our brands.
Geographic Information
Nearly all of our sales are generated within the U.S. The vast majority of our property and equipment is located
within the U.S. In addition to our administrative operations headquartered in the U.S., we perform additional
administrative functions in Bangalore, India, and perform global sourcing operations from offices in 12 countries,
predominantly in Asia and Central America.
Available Information
Our internet website is corporate.target.com. Our Annual Report on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, proxy statements, and amendments to those documents filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), are available free of
charge on the Investors section of our website (corporate.target.com/investors) as soon as reasonably practicable
after we file such material with, or furnish it to, the U.S. Securities and Exchange Commission (SEC). In addition,
the SEC maintains a website (sec.gov) that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. Investors should note that we currently announce
material information to our investors and others using filings with the SEC, press releases, public conference calls,
webcasts, or our corporate website (corporate.target.com). Information that we post on our corporate website could
be deemed material to investors. We encourage investors, the media, and others interested in us to review the
information we post on these channels. The information on our website is not, and shall not be deemed to be, a part
hereof or incorporated into this or any of our other filings with the SEC.
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2024 Form 10-K
7
Information About Our Executive Officers
Executive officers are elected by, and serve at the pleasure of, the Board of Directors. There are no family
relationships between any of the officers named and any other executive officer or member of the Board of
Directors, or any arrangement or understanding pursuant to which any person was selected as an officer.
Name
Title and Recent Business Experience
Age
Brian C. Cornell
Chair of the Board and Chief Executive Officer since August 2014.
66
Michael J. Fiddelke
Executive Vice President and Chief Operating Officer since February 2024. Executive
Vice President and Chief Financial Officer from November 2019 to October 2024.
48
Rick H. Gomez
Executive Vice President and Chief Commercial Officer since July 2024. Executive
Vice President and Chief Food, Essentials and Beauty Officer from January 2024 to
July 2024, Executive Vice President and Chief Food and Beverage Officer from
February 2021 to January 2024. Executive Vice President and Chief Marketing, Digital
& Strategy Officer from December 2019 to February 2021.
55
A. Christina
Hennington
Executive Vice President and Chief Strategy and Growth Officer since July 2024.
Executive Vice President and Chief Growth Officer from February 2021 to July 2024.
Executive Vice President and Chief Merchandising Officer, Hardlines, Essentials and
Capabilities from January 2020 to February 2021.
50
Melissa K. Kremer
Executive Vice President and Chief Human Resources Officer since January 2019.
47
Jim Lee
Executive Vice President and Chief Financial Officer since September 2024. Prior to
joining Target, Mr. Lee held various leadership positions with PepsiCo, Inc., including
as Deputy Chief Financial Officer from November 2023 to September 2024, Senior
Vice President, Corporate Finance from October 2022 to November 2023, and Chief
Strategy and Transformation Officer and Senior Vice President, PepsiCo Beverages
North America, from February 2019 to October 2022.
50
Cara A. Sylvester
Executive Vice President and Chief Guest Experience Officer since May 2022.
Executive Vice President and Chief Marketing & Digital Officer from February 2021 to
May 2022. Senior Vice President, Home from March 2019 to February 2021.
47
Amy Tu
Executive Vice President, Chief Legal & Compliance Officer and Corporate Secretary
since August 2024. Prior to joining Target, Ms. Tu held various leadership positions
with Tyson Foods, Inc., including as President, International from October 2022 to
August 2024, Chief Administrative Officer from October 2022 to August 2023,
Executive Vice President and Chief Legal Officer and Secretary from October 2021 to
January 2023, Executive Vice President, General Counsel and Secretary from
November 2020 to October 2021, and Executive Vice President and General Counsel
from December 2017 to November 2020.
57
Matthew L. Zabel
Executive Vice President and Chief Corporate Affairs Officer since October 2023.
Executive Vice President and General Counsel from May 2022 to October 2023.
Senior Vice President, Risk and Employee & Labor Relations from August 2020 to
May 2022. Senior Vice President, Enterprise Risk from September 2017 to August
2020.
56
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TARGET CORPORATION
2024 Form 10-K
8
Item 1A. Risk Factors
Our business is subject to many risks. The following risks, some of which have occurred and any of which may
occur in the future, could materially and adversely affect our business and financial performance. These are not the
only risks we face and there may be other risks that could materially and adversely affect our business and financial
performance. Although the risks are organized by headings, and each risk is discussed separately, many are
interrelated.
Competitive and Reputational Risks
If we are unable to positively differentiate ourselves from our competitors, our results of operations and
financial condition could be adversely affected.
We attempt to differentiate our guest experience through a careful combination of price, merchandise assortment,
store environment, convenience, guest service, loyalty programs, advertising, and marketing. Our ability to
successfully differentiate ourselves depends on many competitive factors, including guest perceptions regarding our
shopping experience, the safety and cleanliness of our stores, our ability to offer products at affordable prices, the
desirability and exclusivity of our offerings, our in-stock levels, the effectiveness of our digital channels and
fulfillment options, our ability to responsibly source merchandise, and our ability to create a personalized guest
experience. If we fail to differentiate our guest experience from our competitors, our results of operations and
financial condition could be adversely affected.
Consumers continue to migrate to digital channels and seek out multiple fulfillment options, which has affected the
ways we attempt to differentiate ourselves. Since consumers can quickly comparison shop using digital tools, they
may make decisions based solely on price or convenience, which could limit our ability to differentiate from our
competitors. In addition, providing multiple fulfillment options, expanding our digital channels, and implementing new
technology is complex, costly, and may not meet our guests’ expectations. If we are unable to offset our investments
in these or other initiatives with improved performance or efficiencies, our results of operations could be adversely
affected. In addition, if we do not anticipate and adapt to consumer behavior or developments and offerings by our
competitors, we may not be able to compete effectively. For example, we may be unable to match or surpass the
advances in technologies and capabilities (including artificial intelligence) that our competitors implement for
consumer-facing platforms or for internal operations, which could adversely affect our competitive position.
Furthermore, generative artificial intelligence presents emerging ethical issues and could negatively impact our
guests and team members. If our use of generative artificial intelligence becomes controversial or is inaccurate or
ineffective, our reputation and competitive position could be adversely affected. Consumers may also use third-party
channels, devices, technologies, and capabilities (including artificial intelligence) to initiate shopping searches and
place orders, which could make us dependent on the capabilities and search algorithms of those third parties to
reach those consumers. Any failures or difficulties in executing our differentiation efforts or adapting to offerings by
our competitors could adversely affect our results of operations and financial condition.
If we do not anticipate consumer demand and respond quickly to changing consumer preferences, our
results of operations and financial condition could be adversely affected.
A large part of our business is dependent on our ability to make trend-right decisions in a broad range of
merchandise categories and offer those products at affordable prices. If we do not accurately predict consumer
demand and quickly respond to changing consumer preferences and spending patterns, we may experience lower
sales, spoilage, and increased inventory markdowns, which could adversely affect our results of operations. Our
ability to accurately predict consumer demand and adapt to changing consumer preferences depends on many
factors, including obtaining accurate and relevant data on guest preferences, successfully implementing new
technologies and capabilities (including artificial intelligence), emphasizing relevant merchandise categories,
effectively managing our inventory levels, and implementing competitive and effective pricing and promotion
strategies. We have not always been able to accurately predict consumer demand or rapid changes in consumer
preferences and spending patterns, which has previously resulted in insufficient or excess inventory, increased
inventory markdowns, higher costs (including for storage, transportation, labor, and other expenses), and adverse
impacts on our results of operations. If we are unable to accurately predict consumer demand and effectively adapt
to future changes in consumer preferences and spending patterns, our results of operations and financial condition
could be adversely affected.
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TARGET CORPORATION
2024 Form 10-K
9
Our continued success is dependent on positive perceptions of Target which, if eroded, could adversely
affect our business and our relationships, including with our guests, team members, and vendors.
We believe that one of the reasons our shareholders, guests, team members, and vendors choose Target is the
positive reputation we have built over many years for serving those constituencies and the communities in which we
operate. To be successful in the future, we must continue to preserve Target's reputation. Our reputation is largely
based on perceptions. It may be difficult to address negative publicity or sensationalism across media channels,
regardless of its accuracy or the reputability of its source, including as a result of fictitious media content (such as
content produced by generative artificial intelligence or bad actors). Negative incidents (including those based on
differing perspectives or opinions) involving us, our workforce, or others with whom we do business could quickly
erode trust and confidence and result in changes in consumer behavior including consumer boycotts, workforce
unrest or walkouts, government investigations, and litigation. Negative reputational incidents or negative
perceptions of us could adversely affect our business and results of operations, including through lower sales, the
termination of business relationships, loss of new store and development opportunities, higher costs, and team
member engagement, retention, and recruiting difficulties. We have previously experienced negative perceptions of
our business, which have adversely affected consumer behavior and our results of operations, and we could
experience similar occurrences in the future. Any of these outcomes could negatively impact our reputation, results
of operations, and financial condition.
Our shareholders, guests, team members, vendors, and other third parties (including governmental entities and
officials and non-governmental organizations) have evolving, varied, and sometimes conflicting expectations
regarding many aspects of our business, including our operations, product and service offerings, and
environmental, social, and governance matters. Some of these individuals and organizations have expectations that
Target offer or not offer certain products and services or pursue or not pursue certain environmental, social, and
governance initiatives, including with respect to diversity, equity, and inclusion. We have previously been unable to
meet some of those conflicting expectations, which has led to negative publicity and adversely affected our
reputation. For example, we experienced adverse reactions from some of our shareholders, guests, team members,
and others related to our assortment of Pride Month products in 2023 and other positions we have taken with
respect to social issues, including LGBTQIA+ matters, which have previously resulted in consumer boycotts and
litigation. We may in the future take actions that do not meet the conflicting expectations of some or all of our
shareholders, guests, team members, vendors, and other third parties (including governmental entities and officials
and non-governmental organizations) regarding various aspects of our business, including our operations, product
and service offerings, and environmental, social, and governance matters. As a result, we may experience adverse
perceptions of our business, consumer boycotts, litigation, investigations, and regulatory proceedings. Any of these
outcomes could negatively impact our reputation, results of operations, and financial condition.
We previously established, and may continue to establish, various goals and initiatives regarding environmental,
social, and governance matters, including with respect to sustainability and human capital management. We have
modified and concluded, and may continue to modify and conclude, certain of these goals and initiatives from time
to time. For example, we recently announced that we modified and concluded certain of our initiatives related to
diversity, equity, and inclusion, which resulted in adverse reactions from some of our shareholders, guests, team
members, and others. Our establishment and continuation of any goals or initiatives regarding environmental,
social, and governance matters, any modification or termination of such goals or initiatives, or any failure or
perceived failure by us to achieve them, could result in negative reactions from our shareholders, guests, team
members, vendors, and other third parties (including governmental entities and officials and non-governmental
organizations) and lead to adverse perceptions of our business, consumer boycotts, litigation, investigations, and
regulatory proceedings. In particular, certain federal and state officials and agencies have asserted that corporate
initiatives regarding environmental, social, and governance matters, including with respect to sustainability and
diversity, equity, and inclusion, violate various federal and state laws. Although we believe that all of our corporate
initiatives have complied with applicable laws, we could still become subject to litigation, investigations, and
regulatory proceedings, including as it relates to corporate initiatives that have concluded. Any of these outcomes
could negatively impact our reputation, results of operations, and financial condition.
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TARGET CORPORATION
2024 Form 10-K
10
Reputational harm can also occur indirectly through companies and others with whom we do business or whose
products we sell. We have consumer-facing relationships with a variety of other companies, including Apple, CVS,
Disney, Levi’s, Starbucks, and Ulta Beauty. In addition, we have relationships with third-party companies that sell
and ship items directly to guests through our digital channels. We also have relationships with designers, celebrities,
influencers, and other individuals, including for advertising campaigns and marketing programs. If consumers have
negative experiences with, or view unfavorably, any of the companies or individuals with whom we have
relationships, it could cause them to not shop with us and negatively impact our results of operations.
If we are unable to successfully develop, source, and market our owned and exclusive brand products, our
results of operations could be adversely affected.
Our owned and exclusive brand products represent approximately one third of our overall merchandise sales and
generally carry higher margins than equivalent national brand products. Our ability to source, develop, and market
our owned and exclusive brands depends on many factors, including our ability to anticipate consumer demand and
preferences and make trend-right decisions, our relationships with vendors, the availability and price of raw
materials, product quality, and our ability to offer products at affordable prices. If we are unable to successfully
develop, source, and market our owned and exclusive brands, or if we are unable to successfully protect our related
intellectual property rights, our results of operations could be adversely affected. In addition, our reliance on owned
and exclusive brand products may also amplify other risks discussed in this Item 1A, Risk Factors, because many of
these products are imported and we are more involved in the development and sourcing of those products. For
example, any failure of our owned brands to meet applicable safety standards or Target's or our guests'
expectations regarding safety, quality, supply chain transparency, and responsible sourcing could expose us to
government enforcement actions and private litigation, result in costly product recalls and other liabilities, and
exacerbate our reputational risks. In addition, owned brand products generally need longer lead times between
order placement and product delivery and require us to take ownership of those products earlier in the supply chain.
This requires accurate longer-term forecasting of consumer demand to effectively manage our operations, including
for categories where consumer preferences may change rapidly, and exposes us to enhanced risks of supply chain
disruptions. We have previously been, and may in the future be, unable to accurately predict consumer demand for
our owned brand products. This has resulted, and may in the future result, in insufficient or excess inventory,
increased inventory markdowns, and higher costs. Any of these outcomes could adversely affect our results of
operations and financial condition.
If we are unable to protect against inventory shrink, our results of operations and financial condition could
be adversely affected.
Our business depends on our ability to effectively manage our inventory. We have historically experienced loss of
inventory (also called shrink) due to damage, theft (including from organized retail crime), and other causes. In
recent years, we have experienced elevated levels of inventory shrink relative to historical levels, which have
adversely affected, and could continue to adversely affect, our results of operations and financial condition. To
protect against rising inventory shrink, we have taken, and may continue to take, certain operational and strategic
actions that could adversely affect our reputation, guest experience, and results of operations. In addition, sustained
high rates of inventory shrink at certain stores have contributed, and may continue to contribute, to the closure of
certain stores and the impairment of long-term assets.
We depend on seasonal moments and higher-margin merchandise to drive sales and net earnings growth.
Our business experiences some seasonality, with a larger portion of our sales traditionally occurring in the fourth
quarter because it includes the November and December holiday sales period. In addition to the November and
December holiday sales period, we also see increased sales activity during the back-to-school and back-to-college
period and other seasonal moments throughout the year. As a result, any factors negatively impacting us during any
of these periods, including weather conditions, natural disasters, macroeconomic conditions, consumer preferences,
and political or economic uncertainty or instability, could adversely affect our results of operations and financial
condition.
We offer our guests a multi-category assortment of everyday essentials and differentiated merchandise. However,
we depend on sales of our higher-margin merchandise to drive net earnings growth. As a result, flat sales and sales
declines of our higher-margin merchandise have previously limited, and may in the future limit, our ability to drive
net earnings growth. Furthermore, we are subject to cyclical trends in consumer spending, which may
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TARGET CORPORATION
2024 Form 10-K
11
disproportionately impact sales of certain merchandise and result in lower sales for our higher-margin merchandise.
Such trends have previously adversely affected, and could in the future adversely affect, our results of operations.
Investment and Infrastructure Risks
If our capital investments do not achieve appropriate returns or our efficiency efforts are not successful,
our competitive position, results of operations, and financial condition could be adversely affected.
Our business depends, in part, on our ability to remodel existing stores and build new stores in a manner that
achieves appropriate returns on our capital investment. When building new stores, we compete with other retailers
and businesses for suitable locations for our stores. Pursuing the wrong remodel or new store opportunities and any
delays, cost increases, or other difficulties related to those projects could adversely affect our results of operations
and financial condition. Furthermore, remodels and new store projects have previously been, and may in the future
be, delayed or cancelled based on changes in macroeconomic conditions, changes in expected project benefits,
and other factors, which could result in the inefficient deployment of our capital and adversely affect our results of
operations and financial condition.
We have made, and expect to continue to make, significant investments in our technology infrastructure, digital
platforms, and supply chain infrastructure. The effectiveness of these investments can be less predictable than
remodeling or building new stores, and might not provide the anticipated benefits, which could adversely affect our
results of operations and financial condition. For example, our stores-as-hubs strategy depends on adequate
replenishment facilities to receive, store, and move inventory to stores on a timely basis. Underestimating our
replenishment capacity needs could result in lower in-stock levels or increased costs for temporary storage.
Conversely, overestimating replenishment capacity needs, changes in macroeconomic conditions, changes in
expected project benefits, and other factors have resulted, and could in the future result, in delays or cancellations
of supply chain infrastructure projects. Such delays or cancellations have resulted, and may in the future result, in
the inefficient deployment of our capital relative to our expectations, including as a result of carrying costs for
facilities that are not being utilized. Any of these outcomes could adversely affect our results of operations and
financial condition.
In addition, we have undertaken an enterprise-wide initiative to simplify and gain efficiencies across our business,
with a focus on reducing complexities and lowering costs. We cannot guarantee that we will realize all of the
potential cost savings from this initiative and we may experience difficulties and delays in identifying and achieving
such cost savings, which could adversely affect our results of operations and financial condition.
A significant disruption to our technology systems and our failure to adequately maintain and update those
systems could adversely affect our operations and negatively affect our guests.
We rely extensively on technology systems throughout our business, including systems that we develop internally.
We also rely on continued and unimpeded access to the Internet to use our technology systems. These systems are
subject to possible damage or interruption from many events, including power and other outages,
telecommunications failures, third-party failures, malicious attacks, security breaches, unplanned downtime,
program transitions, and implementation errors. Any damage or disruption to our technology systems could severely
interrupt our business operations, including our ability to process guest transactions and manage inventories, which
could adversely affect our reputation, results of operations, and financial condition. For example, in the past, we
have experienced disruptions in our point-of-sale system that prevented our ability to process debit or credit
transactions, which negatively impacted some guests’ experiences and generated negative publicity. We have
invested, and expect to continue to invest, in maintaining and updating our technology systems, but implementing
significant changes increases the risk of system disruption. Furthermore, the technology systems that we develop
internally may become outdated or ineffective and may be unable to match or surpass third-party systems.
Problems and interruptions associated with implementing technology initiatives could adversely affect our
operational efficiency and negatively impact our guests and their confidence in us. Any of these outcomes could
adversely affect our results of operations and financial condition.
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TARGET CORPORATION
2024 Form 10-K
12
Information Security, Cybersecurity, and Data Privacy Risks
If our efforts to maintain information security, cybersecurity, and data privacy are unsuccessful or if we are
unable to meet increasingly demanding regulatory requirements, our reputation, results of operations, and
financial condition could be adversely affected.
As part of our business, we receive and store information about our guests, team members, vendors, and other third
parties. We also rely extensively on information systems throughout our business. We have programs in place to
detect, contain, and respond to information security, cybersecurity, and data privacy incidents. However, we may be
unable to anticipate security incidents, detect attacks, or implement adequate preventive measures as cyber threats
continue to evolve and cyberattacks become more sophisticated and frequent, including through the introduction of
viruses and malware (such as ransomware) and the use of enhanced technologies and capabilities (including
artificial intelligence) by threat actors. Cyberattacks are being carried out by groups and individuals with a wide
range of expertise and motives. In addition, hardware or software that we develop or obtain from third parties may
contain defects that could compromise information security, cybersecurity, or data privacy. Unauthorized parties may
also attempt to gain access to our information systems or facilities, or those of third parties with whom we do
business, through fraud, deception, social engineering, or other bad acts. Errors or malicious actions by our team
members or contractors, faulty password management, and other vulnerabilities or irregularities could also
overcome our security measures or those of third parties with whom we do business and result in a compromise or
breach of our or their information systems. The utilization of hybrid and remote work by our team members,
vendors, independent contractors, and other third parties has amplified our already extensive reliance on computing
and information systems and unimpeded Internet access. Furthermore, the training we conduct as part of our
information security, cybersecurity, and data privacy efforts may not be effective in preventing or limiting successful
attacks.
We and our vendors face attempts by others to gain unauthorized access to, sabotage, take control of, and corrupt,
our information systems and data. As a result of these types of attempts, both we and our vendors have
experienced information security, cybersecurity, and data privacy incidents. None of these incidents has recently
had a material impact on our business strategy, results of operations, or financial condition. Since we previously
experienced a prominent data breach, additional information security, cybersecurity, or data privacy incidents could
draw greater scrutiny. If we, our vendors, or other third parties with whom we do business experience additional
significant information security, cybersecurity, or data privacy incidents or fail to detect and appropriately respond to
significant incidents, our business operations could be severely disrupted and we could be exposed to costly
government enforcement actions and private litigation. In addition, our guests could lose confidence in our ability to
protect their information, stop using our Target-branded payment cards or loyalty programs, or stop shopping with
us altogether. Any of these outcomes could adversely affect our reputation, results of operations, and financial
condition.
The legal and regulatory environment regarding information security, cybersecurity, and data privacy is dynamic and
has strict requirements, including for the use and treatment of personal data. Complying with current or
contemplated information security, cybersecurity, data privacy, data protection, and data processing laws and
regulations (including reporting and disclosure regimes), or any failure to comply, could cause us to incur substantial
costs, require changes to our business practices, and expose us to litigation and regulatory risks, each of which
could adversely affect our reputation, results of operations, and financial condition.
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TARGET CORPORATION
2024 Form 10-K
13
Supply Chain and Third-Party Risks
Changes in our relationships with our vendors or other companies, changes in tax or trade policy,
interruptions in our operations or supply chain, and increased commodity or supply chain costs could
adversely affect our reputation and results of operations.
We are dependent on our vendors, independent contractors, and other third parties (including common carriers) to
supply merchandise to our distribution centers, stores, and guests. If our replenishment and fulfillment network does
not operate properly, if we are unable to timely import certain merchandise, if a vendor fails to deliver on its
commitments, or if common carriers have difficulty providing capacity to meet demands for their services like they
experienced in recent years, we could experience merchandise out-of-stocks, delays in shipping and receiving
merchandise, and increased costs, which could adversely affect our reputation and results of operations. In
addition, we have consumer-facing relationships with a variety of other companies, including Apple, CVS, Disney,
Levi’s, Starbucks, and Ulta Beauty. Any termination of, or adverse change in, our relationship with any of these
companies could decrease our sales, increase our costs, and negatively impact our reputation and results of
operations.
A significant portion of the merchandise that we offer is sourced, directly or indirectly, from outside the U.S., with
China as our single largest source of merchandise we import. Any trade disputes or changes in tax or trade policy
between the U.S. and countries from which we source merchandise, such as the imposition of additional tariffs or
duties on imported products, could require us to take certain actions, including raising prices on products we sell
and seeking alternative sources of supply from vendors in other countries. In particular, recent U.S. tariffs imposed
or threatened to be imposed on China, Mexico, Canada, and other countries and any retaliatory actions taken by
such countries could result in us incurring substantial additional costs to procure a large portion of the merchandise
we offer and may require us to raise prices on certain products. In addition, if our competitors do not keep pace with
any such price increases or are able to offset the impact of tariffs through other actions, our competitive position
may be adversely affected. Any of these outcomes could adversely affect our reputation, results of operations, and
financial condition.
Political or economic uncertainty or instability, trade policies, disputes, or sanctions, currency fluctuations, the
outbreak of pandemics or other illnesses, labor shortages, labor unrest or strikes, transport capacity and costs,
inflation, port security, weather conditions, natural disasters, geopolitical conflicts, social unrest, terrorist attacks,
armed conflicts, or other events that have affected, and could in the future affect, foreign trade are beyond our
control. These types of events have impacted us, and could impact us in the future, including by disrupting our
supply of merchandise, increasing the price and limiting the availability of raw materials, increasing our costs, and
adversely affecting our results of operations. For example, there have been periodic closings and ship diversions,
armed conflicts, unrest, labor disputes, and congestion disrupting railways, trucking, waterways, and ports around
the world, including at major U.S. ports where we receive a significant portion of the products we source from
outside the U.S. We have from time to time made alternative arrangements to continue the flow of inventory as a
result of supply chain disruptions in the U.S. and other countries. If these types of events recur and impact any of
the locations or modes of transportation that we depend on, it could increase our costs and adversely affect our
supply of inventory. In addition, prices of fuel and other commodities on which our supply chain depends are
historically volatile and subject to fluctuations based on a variety of international and domestic factors. Rapid and
significant changes in commodity prices, as have occurred in recent years, could further increase our costs and
adversely affect our results of operations.
If services we obtain from third parties are unavailable, fail to meet our standards, or increase in cost, our
reputation, results of operations, and financial condition could be adversely affected.
We rely on third parties to support our business operations, including portions of our technology infrastructure,
digital platforms, replenishment and fulfillment operations, store and supply chain infrastructure, delivery services
(including by independent contractors via our Shipt subsidiary), guest contact centers, payment processing, and
extensions of credit for our Target-branded payment card program. If we are unable to contract with third parties
having the specialized skills needed to support our operations (including as a result of any labor disputes or labor
unavailability at such third parties), if any third-party services are interrupted, or if they fail to meet our performance
standards, then our reputation and results of operations could be adversely affected.
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2024 Form 10-K
14
In addition, we incur significant expenses related to our reliance on services from third parties. If we are unable to
effectively manage these costs or if we face significant increases in any of these costs, our results of operations and
financial condition could be adversely affected. In particular, for certain payment methods, including credit and debit
cards, we generally pay interchange fees and other processing fees. Given the continued adoption of credit and
debit cards by consumers, we have incurred, and expect to continue to incur, significant costs as a result of these
fees. Any increase in these fees over time could significantly increase our expenses and adversely affect our results
of operations and financial condition.
Legal, Regulatory, Global, and Other External Risks
Our earnings depend on the state of macroeconomic conditions and consumer confidence and spending in
the U.S.
Nearly all of our sales are in the U.S., making our results highly dependent on the health of the U.S. economy and
U.S. consumer behavior, confidence, and spending, which can be affected by a variety of factors, including inflation,
interest rates, housing prices, unemployment rates, legal and regulatory actions (including through executive
orders), immigration policies and trends, household debt and wage levels, credit usage, and crime rates. In addition,
the interconnected nature of the global economy means that events occurring domestically or internationally, such
as geopolitical conflicts, social unrest, terrorist attacks, armed conflicts, public health crises, legal and regulatory
actions, immigration policies and trends, energy availability, trade policies, disputes, or sanctions, and market
volatility can all affect macroeconomic conditions in the U.S. A deterioration in U.S. macroeconomic conditions or
consumer confidence or spending could adversely affect our business in many ways, such as negatively impacting
consumer demand (which may disproportionately affect demand for certain merchandise), reducing sales (including
our credit card profit-sharing revenue), reducing gross margins, and increasing our expenses, each of which could
adversely affect our results of operations and financial condition.
Uncharacteristic or significant weather conditions or natural disasters, the impacts of a changing climate,
and other catastrophic events could adversely affect our results of operations and financial condition.
Uncharacteristic or significant weather conditions, including the physical impacts of a changing climate, and other
catastrophic events can affect consumer shopping patterns, particularly in apparel and seasonal items, which could
lead to lower sales or greater than expected markdowns and adversely affect our results of operations. In addition,
we have significant operations in certain states where natural disasters (including hurricanes, tropical storms,
floods, fires, and earthquakes) are more prevalent. Natural disasters in those states or in other areas where we
operate has previously resulted, and could in the future result, in significant physical damage to, or closure of, one
or more of our stores, distribution centers, facilities, or key vendors. Furthermore, weather conditions, natural
disasters, and other catastrophic events in areas where we or our vendors operate, or depend upon for continued
operations, have adversely affected, and could in the future adversely affect, the availability and cost of certain
products within our supply chain, consumer purchasing power, and consumer demand. Additionally, acts of violence
and other crimes, including active shooter situations, at or around our stores, distribution centers, or other facilities
may negatively impact the safety and security of our workforce and guests, damage our facilities, and harm our
reputation. Any of these events could adversely affect our results of operations and financial condition.
The potential impacts of a changing climate may be widespread and unpredictable and present a variety of risks in
the short-term and long-term. The physical effects of a changing climate, such as natural disasters, extreme
weather conditions, drought, and rising sea levels, could adversely affect our results of operations, including by
increasing our energy costs, disrupting our supply chain, negatively impacting our workforce, damaging our stores,
distribution centers, and inventory, and threatening the habitability of the locations in which we operate. In addition
to physical risks, the potential impacts of a changing climate also present transition risks, including regulatory and
reputational risks. For example, we use commodities and energy inputs in our operations that may face increased
regulation due to a changing climate or other environmental concerns, which could increase our costs. Furthermore,
our establishment and continuation of our goals and initiatives to create a more resilient business, or any
modification, conclusion, failure, or perceived failure by us to achieve them, or to otherwise meet evolving, varied,
and sometimes conflicting expectations from our shareholders, guests, team members, vendors, and other third
parties (including governmental entities and officials and non-governmental organizations) regarding the
environment and our goals and initiatives to create a more resilient business, could lead to adverse perceptions of
our business, consumer boycotts, litigation, investigations, and regulatory proceedings. Any of these outcomes
could adversely affect our reputation, results of operations, and financial condition.
RISK FACTORS
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
15
We rely on a large, global, and changing workforce of team members, contractors, and temporary staffing. If
we do not effectively manage our workforce, our labor costs and results of operations could be adversely
affected.
With over 400,000 team members, our workforce costs represent our largest operating expense, and our business
is dependent on our ability to attract, train, and retain the appropriate mix of qualified team members, contractors,
and temporary staffing. Many team members are in entry-level or part-time positions with high turnover rates
historically. Our ability to meet our changing labor needs while controlling our costs is subject to external factors
such as labor laws and regulations, labor availability, unemployment levels, prevailing wage rates, benefit costs,
changing demographics, immigration laws and regulations (including through executive orders), and our reputation
within the labor market. If we are unable to attract and retain a workforce meeting our needs (including for
specialized roles with significant competition for talent) or are unable to successfully execute on succession
planning at all levels of the organization, our operations, strategy, guest service levels, support functions, and
competitiveness could suffer. Any of these outcomes could adversely affect our reputation, results of operations,
and financial condition. We are periodically subject to labor organizing efforts and activism, which could negatively
impact how we are perceived by team members and our overall reputation. If we become subject to one or more
collective bargaining agreements in the future, it could adversely affect our labor costs, how we operate our
business, and our results of operations. In addition to our U.S. operations, we perform additional administrative
functions in Bangalore, India, and perform global sourcing operations from offices in 12 countries, predominantly in
Asia and Central America, and any extended disruption of our operations in our different locations, whether due to
labor difficulties or otherwise, could adversely affect our results of operations. In particular, we rely on our
administrative functions in India for various business operations and any events that negatively impact the
availability or effectiveness of our administrative functions in India, including political or economic uncertainty or
instability, the outbreak of pandemics or other illnesses, labor shortages, labor unrest or strikes, weather conditions,
natural disasters, geopolitical conflicts, social unrest, terrorist attacks, and armed conflicts, could adversely affect
our results of operations and financial condition.
Failure to address product safety and sourcing concerns could adversely affect our results of operations.
If any of our merchandise offerings do not meet applicable safety standards or Target’s or our guests’ expectations
regarding safety, supply chain transparency, and responsible sourcing, we could be exposed to legal and
reputational risks and our results of operations could be adversely affected. Our vendors must comply with
applicable product safety laws, and we are dependent on them to ensure that the products we buy comply with all
safety standards. Events that give rise to actual or perceived product safety concerns, including food or drug
contamination and product defects, could expose us to government enforcement actions and private litigation and
result in costly product recalls and other liabilities. Our sourcing vendors, including any third parties selling through
our digital channels, must also meet our expectations and comply with applicable laws and regulations across
multiple areas of social compliance, including supply chain transparency and responsible sourcing. We have a
social compliance audit process that performs audits regularly, but we cannot continuously monitor every vendor, so
we are also dependent on our vendors to ensure that the products we buy comply with applicable standards. If we
need to seek alternative sources of supply from vendors with whom we have less familiarity, the risk of these
standards not being met may increase. Negative guest perceptions regarding the safety and sourcing of the
products we sell could harm our reputation and adversely affect our results of operations.
RISK FACTORS
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
16
Our failure to comply with applicable laws, or changes in these laws, could adversely affect our reputation,
results of operations, and financial condition.
Our business is subject to a wide variety of complex laws and regulations.
Our expenses could increase and our operations could be adversely affected by changes in law or adverse judicial
developments involving our workforce, including an employer’s obligation to recognize collective bargaining units,
minimum wage requirements, advance scheduling notice requirements, health care or other mandates, the
classification of exempt and non-exempt employees, and the classification of workers as either employees or
independent contractors. The classification of workers as employees or independent contractors, in particular, is an
area that has experienced legal challenges and legislative changes. Our Shipt subsidiary, which facilitates delivery
services (including same-day delivery to our guests), has faced, and continues to face, legal challenges to its
worker classification. If, as a result of judicial decisions or legislation, Shipt is required to treat its network of
independent contractors as employees, we may experience higher digital fulfillment costs, which could adversely
affect our results of operations and financial condition.
There have been, and may continue to be, changes in the legal or regulatory environment (including as a result of
executive orders) affecting many areas related to our business, including merchandise costs and availability,
workforce availability, transport costs and capacity, information security, cybersecurity, and data privacy, supply
chain requirements, product safety, product quality, payment methods, environmental, social, and governance
matters (including sustainability and diversity, equity, and inclusion), and climate and emissions disclosure. The
ultimate impact of any changes in the legal or regulatory environment (including as a result of executive orders) is
not possible to predict and could negatively affect our results of operations and financial condition, including by
increasing our expenses, reducing consumer demand for our products and services, limiting workforce availability
for us and our vendors, and resulting in litigation, investigations, and regulatory proceedings against us. In addition,
if we are unable or perceived to be unable to comply with any changes in the legal or regulatory environment
(including as a result of executive orders), our reputation, results of operations, and financial condition could be
adversely affected. Furthermore, if we fail to comply with other applicable laws and regulations, including the
Foreign Corrupt Practices Act and other anti-bribery laws, anti-money laundering laws, import restrictions,
responsible sourcing laws, and sanctions programs, we could be subject to legal and reputational risks, including
government enforcement actions and private litigation, which could adversely affect our results of operations and
financial condition.
Litigation and other legal proceedings may adversely affect our reputation, results of operations, and
financial condition.
We are regularly involved in a variety of legal proceedings, including litigation, arbitration, claims, investigations, and
inquiries. The frequency of any such proceedings could increase in the future. These proceedings relate to a wide
range of matters, including commercial disputes, employment, environmental, social, and governance matters,
intellectual property rights, personal injury, shareholder actions, securities claims, and matters relating to our
compliance with applicable laws and regulations. These matters are inherently uncertain, and we may not be
successful in defending ourselves. Determining applicable reserves and possible losses related to such matters
involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. In addition, our
assessment of the materiality and likely outcome of these matters may not be consistent with the ultimate outcome
of such matters. Responding to these matters has required, and may in the future require, us to devote significant
resources and incur significant expenses, even for those that are non-meritorious, which could adversely affect our
results of operations and financial condition. Any of these proceedings could also generate negative publicity that
adversely affects our reputation.
RISK FACTORS
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
17
Financial Risks
Increases in our effective income tax rate could adversely affect our results of operations.
Several factors influence our effective income tax rate, including domestic and international tax laws and
regulations, the related interpretations, and our ability to sustain our reporting positions on examination. Changes in
any of those factors could change our effective tax rate, which could adversely affect our net earnings. In addition,
changes in our operations both in and outside of the U.S. may cause greater volatility in our effective tax rate.
Furthermore, we are subject to regular reviews and ongoing audits by both domestic and international tax
authorities. Although we believe our tax positions and estimates are reasonable, the ultimate tax outcome could
differ significantly from our recorded tax amounts and could adversely affect our results of operations and financial
condition.
If we are unable to access the capital markets or obtain bank credit, our financial condition and results of
operations could suffer.
We are dependent on a stable, liquid, and well-functioning financial system to fund our operations and capital
investments. Our continued access to financial markets depends on multiple factors including the condition of debt
capital markets, the condition of the banking sector, our operating performance, and our credit ratings. If rating
agencies lower our credit ratings, it could adversely affect our ability to access the debt markets, our cost of funds,
and other terms for new debt issuances and borrowings. Each of the credit rating agencies reviews its rating
periodically, and there is no guarantee that our current credit ratings will remain the same. In addition, we use a
variety of derivative products to manage our exposure to market risk, principally interest rate fluctuations.
Disruptions or turmoil in the financial markets could reduce our ability to fund our operations and capital investments
and lead to losses on derivative positions from counterparty failures, which could adversely affect our financial
condition and results of operations.
If we fail to achieve our projected results or otherwise fail to meet market expectations regarding our
financial performance, the price and volatility of our stock could be adversely affected.
Our results of operations have previously fluctuated from quarter to quarter, sometimes significantly, and may do so
again in the future. If we fail to achieve our projected results, if our guidance is not aligned with market expectations,
if we modify our guidance, if we modify our share repurchase program or our approach to dividend distributions, or if
we fail to meet the expectations of investors or securities analysts, our stock price may decline (as it has at times in
recent years), and the decrease in the stock price may be disproportionate to any shortfall in our financial
performance. Additionally, factors such as performance results for our competitors and news or announcements by
us, our competitors, and other third parties (including governmental entities and officials and non-governmental
organizations) may result in a decline and volatility in our stock price.
Item 1B. Unresolved Staff Comments
Not applicable.
RISK FACTORS & UNRESOLVED STAFF COMMENTS
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
18
Item 1C. Cybersecurity.
Set forth below is information regarding our cybersecurity risk management, strategy, and governance, along with a
related description of our information security and data privacy practices.
Securing company systems, business information, and personal information of our guests, team members, vendors,
and other third parties is important to us. We have systems in place to:
•
safely receive, protect, and store that information;
•
collect, use, and share that information appropriately; and
•
detect, contain, and respond to information security, cybersecurity, and data privacy incidents.
While everyone at Target plays a part in information security, cybersecurity, and data privacy, oversight responsibility
is shared by our Board of Directors, its committees, and management.
Responsible party
Oversight of information security, cybersecurity, and data privacy
Board of Directors
Oversight of these topics within Target’s overall risks
Audit & Risk Committee Primary oversight responsibility for information security, cybersecurity, and data privacy,
including internal controls designed to identify, assess, and manage risks related to
these topics
Management
Our Chief Information and Product Officer, Chief Information Security Officer, Chief
Legal & Compliance Officer, Chief Corporate Affairs Officer, and other senior members
of our cybersecurity, risk, and compliance and ethics teams are responsible for
identifying, assessing, and managing risks related to these topics, and reporting to the
Audit & Risk Committee and/or the full Board of Directors
Our program and practices regarding information security, cybersecurity, and data privacy include the following:
•
Audit & Risk Committee and Board of Directors updates. To inform and educate the Audit & Risk
Committee in its primary oversight responsibility for information security, cybersecurity, and data privacy,
management provides updates on these topics. For example, the Chief Information Security Officer
addresses information security risks and controls, cyber threats, and other program updates, and senior
members of the risk team provide enterprise risk management program updates. In addition, the Board of
Directors receives updates from management regarding Target’s overall risks, which include risks related to
these topics.
•
Integration into enterprise risk management program. By aligning the identification, assessment, and
management of risks related to information security, cybersecurity, and data privacy with our overall
approach to risk oversight by the Board of Directors, its committees, and management, we have integrated
these practices into our enterprise risk management program.
•
Management expertise. Our Chief Information and Product Officer leads the strategic direction and
management of Target’s product and engineering teams. He is responsible for Target’s enterprise
technology systems and oversees Target’s cybersecurity, data platforms, data science, infrastructure,
product engineering, and enterprise product teams. He previously served as Target's Chief Digital and
Product Officer and held a variety of leadership roles in enterprise technology and product management
prior to joining Target. He has developed significant knowledge and skills regarding enterprise technology
systems, including cybersecurity. Our Chief Information Security Officer has a strong background in
technology, information security, cybersecurity, risk management, audit, and compliance and held executive
roles in information security prior to joining Target. He contributes to the broader cybersecurity community
by serving in several board and advisory roles and promoting collaboration, best practice sharing, and talent
development. Our Chief Legal & Compliance Officer and Chief Corporate Affairs Officer have extensive
experience, and have developed critical knowledge and skills, in the areas of risk oversight and compliance,
including as such areas relate to cybersecurity.
CYBERSECURITY
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
19
•
Systems and processes. We use a combination of industry-leading tools and in-house technologies to
protect Target and our guests, operate a proactive threat intelligence program to identify and assess risks,
including from threats associated with our use of third-party service providers, and we run a cyber fusion
center to investigate and respond to threats. Our program is based on recognized industry security
standards and control frameworks, which we seek to validate through internal and independent
assessments. Our cybersecurity team regularly tests our controls through penetration testing, vulnerability
scanning, and attack simulation. In addition, we have an incident response program to address potential
security and privacy incidents. As part of this incident response program, members of management are
informed about and monitor the prevention, detection, mitigation, and remediation of potential security and
privacy incidents. The program uses a coordinated escalation model to provide information to, and engage
with, relevant members of management and the Board of Directors, as needed, throughout the incident
response process.
•
Understanding evolving threats in the industry and with our suppliers. Our cybersecurity and data
privacy teams work to understand evolving threats, developing issues, and industry trends, and our vendor
teams monitor and assess risks with our suppliers.
•
Collaboration with organizations across different industries. We share threat intelligence and
collaborate with organizations across different industries to share best practices, fight cybercrime, enhance
privacy, discuss new technologies, better understand the evolving regulatory environment, and advance
capabilities in these areas.
•
Investment, training, and development of our cybersecurity and data privacy teams. We invest in
building and developing cybersecurity talent and engineering expertise in-house rather than relying solely
on third-party providers. We also offer in-house training and educational courses through our Cyber Plus
Institute, which is a security training curriculum leveraging internal subject matter expertise along with
curated resources. Our data privacy team has industry certifications, works to understand changing
technologies that impact consumer privacy, and regularly participates in training and conferences.
•
Regular training and compliance activities for our team members. Our team members receive annual
training on information security, cybersecurity, and data privacy topics to understand the behaviors and
technical requirements necessary to protect company and guest information, and appropriately collect, use,
and share personal information. We also offer ongoing practice and education for team members to
recognize and report suspicious activity.
•
Use of third parties. Beyond our in-house capabilities we engage with leading security and technology
vendors to assess our information security and cybersecurity program and test our technical capabilities.
•
Insurance coverage. We maintain insurance coverage intended to limit our exposure to certain network
security and privacy matters.
See “Information Security, Cybersecurity, and Data Privacy Risks” in Part I, Item 1A, Risk Factors for additional
information regarding risks from cybersecurity threats.
CYBERSECURITY
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
20
Item 2. Properties
Stores as of
February 1, 2025
Stores
Retail Square
Feet
(in thousands)
Stores as of
February 1, 2025
Stores
Retail Square
Feet
(in thousands)
Alabama
23
3,153 Montana
7
777
Alaska
3
504 Nebraska
14
2,015
Arizona
46
6,080 Nevada
18
2,262
Arkansas
9
1,165 New Hampshire
10
1,236
California
318
37,707 New Jersey
52
6,467
Colorado
45
6,361 New Mexico
10
1,185
Connecticut
22
2,872 New York
107
11,244
Delaware
5
699 North Carolina
54
6,945
District of Columbia
5
342 North Dakota
4
594
Florida
132
17,694 Ohio
65
7,865
Georgia
51
6,827 Oklahoma
15
2,167
Hawaii
10
1,446 Oregon
19
2,240
Idaho
7
725 Pennsylvania
78
9,317
Illinois
102
12,328 Rhode Island
4
517
Indiana
32
4,186 South Carolina
21
2,537
Iowa
22
3,008 South Dakota
5
580
Kansas
17
2,385 Tennessee
31
3,963
Kentucky
14
1,575 Texas
157
21,580
Louisiana
16
2,195 Utah
17
2,216
Maine
6
741 Vermont
1
60
Maryland
40
5,055 Virginia
60
7,763
Massachusetts
50
5,559 Washington
38
4,376
Michigan
54
6,300 West Virginia
7
851
Minnesota
72
10,310 Wisconsin
38
4,614
Mississippi
6
743 Wyoming
3
257
Missouri
36
4,690
Total
1,978
248,278
Stores and Supply Chain Facilities as of February 1, 2025
Stores
Supply Chain
Facilities (a)
Owned
1,538
39
Leased
280
25
Owned buildings on leased land
160
2
Total
1,978
66
(a)
Supply Chain Facilities includes distribution centers, sortation centers, and other facilities with a total of
68.5 million square feet.
We own and lease our corporate headquarters buildings and other office spaces in the Minneapolis, Minnesota,
area and elsewhere in the U.S. We also lease office space in other countries. Our properties are in good condition,
well maintained, and suitable to carry on our business.
For additional information on our properties, see the Capital Expenditures section in MD&A and Notes 10 and 17 to
the Consolidated Financial Statements.
PROPERTIES
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
21
Item 3. Legal Proceedings
As previously disclosed in Target's Quarterly Report on Form 10-Q for the quarter ended November 2, 2024, on
November 15, 2024, the United States District Court for the District of Minnesota dismissed the purported federal
securities law class action against Target Corporation and certain of its officers relating to certain prior disclosures of
Target about its business model, strategy, and inventory. This proceeding was previously described in Target's
Annual Report on Form 10-K for the year ended February 3, 2024, and Target's Quarterly Report on Form 10-Q for
the quarter ended April 29, 2023.
On January 31, 2025, and February 20, 2025, Target Corporation and members of its Board of Directors were
named as defendants in two purported federal securities law class actions filed in the United States District Court for
the Middle District of Florida. The complaints allege violations of Sections 10(b), 14(a), and 20(a) of the Securities
Exchange Act of 1934, as amended, and Rules 10b-5 and 14a-9 relating to certain prior disclosures of Target about
risks related to its environmental, social, and governance initiatives (including with respect to diversity, equity, and
inclusion) and oversight of those risks. One plaintiff is seeking to represent a class of shareholders who purchased
or otherwise acquired Target common stock between August 26, 2022, and November 19, 2024, and the other
plaintiff is seeking to represent a class of shareholders who purchased or otherwise acquired Target common stock
between March 9, 2022, and August 16, 2023. Both plaintiffs have marked the class actions as related to a
previously filed individual federal securities action in which the court denied a motion to dismiss. The plaintiffs seek
damages and other relief, including attorneys’ fees, based on allegations that the defendants misled investors,
including about the risks associated with Target’s environmental, social, and governance initiatives (including with
respect to diversity, equity, and inclusion) and its 2023 Pride Month merchandise collection, and oversight of those
risks. The plaintiffs allege that such conduct affected the value of Target common stock. Target intends to vigorously
defend these lawsuits.
Item 4. Mine Safety Disclosures
Not applicable.
LEGAL PROCEEDINGS & MINE SAFETY DISCLOSURES
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
22
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Our common stock is listed on the New York Stock Exchange under the symbol "TGT." We are authorized to issue
up to 6,000,000,000 shares of common stock, par value $0.0833, and up to 5,000,000 shares of preferred stock,
par value $0.01. As of March 5, 2025, there were 12,240 shareholders of record. Dividends declared per share for
2024, 2023, and 2022, are disclosed in our Consolidated Statements of Shareholders' Investment.
On August 11, 2021, our Board of Directors authorized a $15 billion share repurchase program with no stated
expiration. Under the program, we have repurchased 31.0 million shares of common stock for a total investment of
$6.3 billion. The table below presents information with respect to Target common stock purchases made during the
three months ended February 1, 2025 by Target or any "affiliated purchaser" of Target, as defined in Rule
10b-18(a)(3) under the Exchange Act.
Share Repurchase Activity
Total Number
of Shares
Purchased
Average
Price
Paid per
Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Programs
Dollar Value of
Shares that May
Yet Be Purchased
Under Publicly
Announced Programs
Period
November 3, 2024 through November 30, 2024
Open market and privately negotiated purchases
2,080,275
$
138.79
2,080,275
$
8,882,754,044
December 1, 2024 through January 4, 2025
Open market and privately negotiated purchases
1,617,209
134.24
1,617,209
8,665,663,899
January 5, 2025 through February 1, 2025
Open market and privately negotiated purchases
—
—
—
8,665,663,899
Total
3,697,484
$
136.80
3,697,484
$
8,665,663,899
OTHER INFORMATION
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
23
Dollars
Comparison of Cumulative Five Year Total Return
Target
S&P 500 Index
Current Peer Group
Previous Peer Group
2/1/20
1/30/21
1/29/22
1/28/23
2/3/24
2/1/25
0
50
100
150
200
250
300
350
Fiscal Years Ended
February 1,
2020
January 30,
2021
January 29,
2022
January 28,
2023
February 3,
2024
February 1,
2025
Target
$
100.00 $
166.91 $
203.29 $
160.71 $
143.24 $
139.81
S&P 500 Index
100.00
117.25
141.87
132.47
164.06
202.59
Current Peer Group
100.00
138.80
145.52
123.79
168.93
229.60
Previous Peer Group
100.00
138.82
145.50
123.76
168.88
229.53
The graph above compares the cumulative total shareholder return on our common stock for the last five fiscal
years with (i) the cumulative total return on the S&P 500 Index and (ii) the peer group consisting of 20 online,
general merchandise, department stores, food, and specialty retailers (Albertsons Companies, Inc., Amazon.com,
Inc., Best Buy Co., Inc., BJ's Wholesale Club Holdings, Inc., Costco Wholesale Corporation, CVS Health
Corporation, Dollar General Corporation, Dollar Tree, Inc., The Gap, Inc., The Home Depot, Inc., Kohl's Corporation,
The Kroger Co., Lowe's Companies, Inc., Macy's, Inc., Nordstrom, Inc., Rite Aid Corporation, Ross Stores, Inc., The
TJX Companies, Inc., Walgreens Boots Alliance, Inc., and Walmart Inc.) (Previous Peer Group), and (iii) a new peer
group consisting of the companies in the Previous Peer Group, but excluding Rite Aid Corporation, which filed for
bankruptcy protection and is no longer publicly traded (Current Peer Group). The Current Peer Group is consistent
with the retail peer group described in our definitive Proxy Statement for the Annual Meeting of Shareholders to be
held on June 11, 2025, excluding Publix Super Markets, Inc., which is not quoted on a public stock exchange.
The peer group is weighted by the market capitalization of each component company. The graph assumes the
investment of $100 in Target common stock, the S&P 500 Index, and each Peer Group on February 1, 2020, and
reinvestment of all dividends.
Item 6. [Reserved]
OTHER INFORMATION
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
24
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview
In 2024, we drove our strategy (as described on page 2) by investing in core strengths that deepened connection
with existing guests, while introducing innovations that further differentiated Target, unlocked new channels of
growth, and gave consumers more reasons to become loyal Target guests. During 2024, we
•
Continued to emphasize newness and differentiation across our assortment, including a steady flow of exclusive
products and designer collaborations, such as:
◦
2,000 new wellness products introduced in January of 2025—600 of which were exclusive to Target;
◦
our exclusive official "Taylor Swift | The Eras Tour Book";
◦
our large assortment of exclusive Wicked products including Wicked Quenchers from Stanley;
◦
partnerships with celebrities such as Dwayne “The Rock” Johnson, Tom Holland, Jennifer Aniston,
Ashley Tisdale and more;
◦
the Diane von Furstenberg for Target collection;
◦
The Cuddle Collab limited-edition collection for pets and pet lovers; and
◦
a limited-time pickleball collection with tennis and lifestyle brand Prince;
•
Launched or expanded several owned brands, including dealworthyTM — our new low-price line of essentials —
and AudenTM, Cat & JackTM, GigglescapeTM, and up&upTM, with 11 of our owned brands exceeding $1 billion in
annual sales;
•
Expanded the selection of products available on our Target Plus digital marketplace;
•
Launched our reimagined Target Circle loyalty program to deliver an easier and more personalized shopping
and saving experience, including a free-to-join option and a paid membership for same-day delivery, as well as
the integration of Target Circle Card (formerly RedCard);
•
Continued to enhance our Roundel digital media products and services, including through a new self-service
buying tool, Roundel Media Studio, and experiential events integrated with marketing activities;
•
Invested in new artificial intelligence (AI) technology, including modernized AI-powered inventory management
systems and Store Companion, an AI-powered chatbot designed to make team members' jobs easier and
enhance the shopping experience;
•
Opened 23 new stores, many of which are full-size stores, reflecting our large-format focus and stores as hubs
strategy; and
•
Fulfilled over 65 percent of our digital sales through our same-day fulfillment options (Order Pickup, Drive Up,
and Same Day Delivery), which grew 7.7 percent compared to 2023, including double-digit percentage growth
in both Same Day Delivery and Drive Up.
Financial Summary
Fiscal 2024 included the following notable items:
•
GAAP and Adjusted diluted earnings per share were $8.86.
•
Net Sales were $106.6 billion, a decrease of $0.8 billion, or 0.8 percent, from the prior year, driven by one less
week in the current year.
•
Comparable sales increased 0.1 percent, driven by a 1.4 percent increase in traffic and partially offset by a 1.3
percent decrease in average transaction amount.
•
Operating income of $5.6 billion was 2.5 percent lower than the 53-week prior-year period.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
EXECUTIVE OVERVIEW & FINANCIAL SUMMARY
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
25
Earnings Per Share
Percent Change
2024
2023 (a)
2022
2024/2023
2023/2022
GAAP diluted earnings per share
$
8.86 $
8.94 $
5.98
(0.9) %
49.4 %
Adjustments
—
—
0.03
Adjusted diluted earnings per share
$
8.86 $
8.94 $
6.02
(0.9) %
48.6 %
Note: Amounts may not foot due to rounding. Adjusted diluted earnings per share (Adjusted EPS), a non-GAAP
metric, excludes the impact of certain items. Management believes that Adjusted EPS is useful in providing period-
to-period comparisons of the results of our operations. A reconciliation of non-GAAP financial measures to GAAP
measures is provided on page 30.
(a)
2023 consisted of 53 weeks compared with 52 weeks in 2024 and 2022.
We report after-tax return on invested capital (ROIC) because we believe ROIC provides a meaningful measure of
our capital-allocation effectiveness over time. For the trailing twelve months ended February 1, 2025, after-tax ROIC
was 15.4 percent, compared to 16.1 percent for the trailing twelve months ended February 3, 2024. The calculation
of ROIC is provided on page 31.
Analysis of Results of Operations
Summary of Operating Income
Percent Change
(dollars in millions)
2024
2023 (c)
2022
2024/2023
2023/2022
Net sales (a)
$
106,566 $
107,412 $
109,120
(0.8) %
(1.6) %
Cost of sales (b)
76,502
77,828
82,306
(1.7)
(5.4)
SG&A expenses (b)
21,969
21,462
20,581
2.4
4.3
Depreciation and amortization (exclusive of
depreciation included in cost of sales)
2,529
2,415
2,385
4.7
1.3
Operating income
$
5,566 $
5,707 $
3,848
(2.5) %
48.3 %
(a)
In 2024, we changed the presentation of revenue in our Consolidated Statements of Operations,
consolidating the previous three-line format (Sales, Other Revenue, and Total Revenue) to a single line
labeled "Net Sales", which reflects all revenues (formerly Total Revenue). Note 2 to the Financial
Statements provides additional information. We believe this presentation better reflects our strategy, which
includes growing capabilities and business offerings that leverage Target's assets and competitive
strengths.
(b)
Refer to Note 3 to the Financial Statements for additional information about a reclassification of prior year
amounts to conform with current year presentation.
(c)
2023 consisted of 53 weeks compared with 52 weeks in 2024 and 2022.
Rate Analysis
2024
2023
2022
Gross margin rate (a)
28.2 %
27.5 %
24.6 %
SG&A expense rate (a)
20.6
20.0
18.9
Depreciation and amortization (exclusive of depreciation included in
cost of sales) expense rate
2.4
2.2
2.2
Operating income margin rate
5.2
5.3
3.5
(a)
Reflects the impact of a reclassification of prior year amounts to conform with current year presentation.
Refer to Note 3 to the Financial Statements for additional information.
Note: Gross margin is calculated as Net Sales less Cost of Sales. All rates are calculated by dividing the applicable
amount by Net Sales. Previously our gross margin rate was calculated based only on Merchandise Sales. The
calculation change aligns with our 2024 transition to a single-line revenue presentation on our Consolidated
Statements of Operations, with prior period amounts updated to conform to the current year presentation. We also
updated prior period gross margin rates to conform to the current year calculations, which resulted in an
approximate 1 percentage point increase in our gross margin rate for both 2023 and 2022.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
FINANCIAL SUMMARY
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
26
A discussion regarding Analysis of Results of Operations and Analysis of Financial Condition for 2023, as compared
to 2022, is included in Part II, Item 7, MD&A to our Annual Report on Form 10-K for the year ended February 3,
2024.
Net Sales
Net Sales includes Merchandise Sales and revenues from other sources, most notably advertising revenue and
credit card profit-sharing income. Note 2 to the Financial Statements provides more information.
Merchandise Sales are net of expected returns, and our estimate of gift card breakage. Note 2 to the Financial
Statements defines gift card "breakage." We use comparable sales to evaluate the performance of our stores and
digital channels by measuring the change in sales for a period over the comparable, prior-year period of equivalent
length. Comparable sales include all Merchandise Sales, except sales from stores open less than 13 months or that
have been closed. Comparable sales measures vary across the retail industry. As a result, our comparable sales
calculation is not necessarily comparable to similarly titled measures reported by other companies. Digitally
originated sales include all Merchandise Sales initiated through mobile applications and our websites. Our stores
fulfill the majority of digitally originated sales, including shipment from stores to guests, store Order Pickup or Drive
Up, and Same Day Delivery. Digitally originated sales may also be fulfilled through our distribution centers, our
vendors, or other third parties.
Merchandise Sales growth – from both comparable sales and new stores – represents an important driver of our
long-term profitability. We expect that comparable sales growth will drive a significant portion of our total sales
growth. We believe that our ability to successfully differentiate our guests’ shopping experience through a careful
combination of merchandise assortment, price, convenience, guest experience, and other factors will over the long-
term drive both increasing shopping frequency (number of transactions, or "traffic") and the amount spent each visit
(average transaction amount).
The extra week in 2023 contributed $1.7 billion to Net Sales.
Comparable Sales
2024
2023
2022
Comparable sales change
0.1 %
(3.7) %
2.2 %
Drivers of change in comparable sales
Number of transactions (traffic)
1.4
(2.4)
2.1
Average transaction amount
(1.3)
(1.4)
0.1
Comparable Sales by Channel
2024
2023
2022
Stores originated comparable sales change
(1.6) %
(3.5) %
2.4 %
Digitally originated comparable sales change
7.5
(4.8)
1.5
Merchandise Sales by Channel
2024
2023
2022
Stores originated
80.4 %
81.7 %
81.4 %
Digitally originated
19.6
18.3
18.6
Total
100 %
100 %
100 %
Merchandise Sales by Fulfillment Channel
2024
2023
2022
Stores
97.6 %
97.4 %
96.7 %
Other
2.4
2.6
3.3
Total
100 %
100 %
100 %
Note: Merchandise Sales fulfilled by stores include in-store purchases and digitally originated sales fulfilled by
shipping merchandise from stores to guests, Order Pickup, Drive Up, and Same Day Delivery.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
ANALYSIS OF OPERATIONS
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
27
Part I, Item 1, Business of this Form 10-K and Note 2 to the Financial Statements provides additional product
category sales information. The collective interaction of a broad array of macroeconomic, competitive, and
consumer behavioral factors, as well as sales mix, and transfer of sales to new stores makes further analysis of
sales metrics infeasible.
TD Bank Group offers credit to qualified guests through Target-branded credit cards: the Target Credit Card and the
Target MasterCard Credit Card (Target Credit Cards). Additionally, we offer a branded proprietary Target Debit Card
and Target Circle Card Reloadable Account. Collectively, we refer to these products as Target Circle Cards. Guests
receive a 5 percent discount on virtually all purchases when they use a Target Circle Card at Target. We monitor the
percentage of purchases that are paid for using Target Circle Cards (Target Circle Card Penetration) because our
internal analysis has indicated that a meaningful portion of incremental purchases on our Target Circle Cards are
also incremental sales for Target. For the years ended February 1, 2025, February 3, 2024, and January 28, 2023,
total Target Circle Card Penetration was 17.8 percent, 18.6 percent, and 19.8 percent, respectively. See the
Customer Loyalty Programs section within Item 1. Business on page 5 for information about the rebranding of
RedCards.
Gross Margin (GM) Rate
27.5%
0.8%
0.4%
(0.5)%
28.2%
2023
GM
Rate
Merchandising
Inventory Shrink
Supply Chain &
Digital Fulfillment
2024
GM
Rate
Our gross margin rate was 28.2 percent in 2024 and 27.5 percent in 2023. The increase reflected the net impact of
•
merchandising activities, including cost improvements which more than offset higher promotional and
clearance markdown rates, as well as growth in advertising and marketplace revenues;
•
lower book to physical inventory adjustments in 2024; and
•
higher supply chain & digital fulfillment costs due to new supply chain facilities coming online and an
increase in digital volume.
Selling, General and Administrative (SG&A) Expense Rate
Our SG&A expense rate was 20.6 percent in 2024, compared with 20.0 percent in 2023, reflecting the net impact of
cost increases across our business, including higher team member pay and benefits and higher general liability
expenses, partially offset by the benefit of lower store remodel-related expenses.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
ANALYSIS OF OPERATIONS
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
28
Store Data
Change in Number of Stores
2024
2023
Beginning store count
1,956
1,948
Opened
23
21
Closed
(1)
(13)
Ending store count
1,978
1,956
Number of Stores and
Retail Square Feet
Number of Stores
Retail Square Feet (a)
February 1,
2025
February 3,
2024
February 1,
2025
February 3,
2024
170,000 or more sq. ft.
273
273
48,824
48,824
50,000 to 169,999 sq. ft.
1,559
1,542
195,050
192,908
49,999 or less sq. ft.
146
141
4,404
4,207
Total
1,978
1,956
248,278
245,939
(a)
In thousands; reflects total square feet less office, distribution center, and vacant space.
Other Performance Factors
Net Interest Expense
Net interest expense was $411 million for 2024, compared with $502 million for 2023. The decrease in net interest
expense was primarily due to an increase in interest income.
Provision for Income Taxes
Our 2024 effective income tax rate was 22.2 percent compared with 21.9 percent in 2023. The increase primarily
reflects lower discrete tax benefits compared to the prior year.
Numerous countries, including certain jurisdictions in which we operate, have enacted legislation to implement the
model rules of the Organization for Economic Cooperation and Development Pillar Two framework (Pillar Two),
which is designed to ensure large multinational enterprises are subject to a 15 percent global minimum tax on
income earned in each jurisdiction in which they operate. We do not expect the enacted rules, which will be
applicable to us in 2025, to materially impact our 2025 financial results.
Under the Pillar Two framework, any existing deferred tax assets not disclosed in our financial statements will not be
available for future use. Accordingly, we are disclosing the existence of gross tax loss carryforwards of $1.1 billion in
Canada and $0.2 billion in Luxembourg. The losses are deemed to have a remote possibility of realization;
therefore, a deferred tax asset and valuation allowance are not established.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
ANALYSIS OF OPERATIONS & OTHER PERFORMANCE FACTORS
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
29
Reconciliation of Non-GAAP Financial Measures to GAAP Measures
To provide additional transparency, we have disclosed non-GAAP adjusted diluted earnings per share (Adjusted
EPS). This metric excludes certain items presented below. We believe this information is useful in providing period-
to-period comparisons of the results of our operations. This measure is not in accordance with, or an alternative to,
generally accepted accounting principles in the U.S. (GAAP). The most comparable GAAP measure is diluted
earnings per share. Adjusted EPS should not be considered in isolation or as a substitution for analysis of our
results as reported in accordance with GAAP. Other companies may calculate Adjusted EPS differently than we do,
limiting the usefulness of the measure for comparisons with other companies.
Reconciliation of Non-GAAP
Adjusted EPS
2024
2023 (a)
2022
(millions, except per share data)
Pretax
Net of
Tax
Per Share
Amounts
Pretax
Net of
Tax
Per Share
Amounts
Pretax
Net of
Tax
Per Share
Amounts
GAAP diluted earnings per share
$
8.86
$
8.94
$
5.98
Adjustments
Other (b)
—
—
—
—
—
—
$
20
$
15
0.03
Adjusted diluted earnings per share
$
8.86
$
8.94
$
6.02
Note: Amounts may not foot due to rounding.
(a)
2023 consisted of 53 weeks compared with 52 weeks in 2024 and 2022.
(b)
Other items unrelated to current period operations, none of which were individually significant.
Earnings before interest expense and income taxes (EBIT) and earnings before interest expense, income taxes,
depreciation, and amortization (EBITDA) are non-GAAP financial measures. We believe these measures provide
meaningful information about our operational efficiency compared with our competitors by excluding the impact of
differences in tax jurisdictions and structures, debt levels, and for EBITDA, capital investment. These measures are
not in accordance with, or an alternative to, GAAP. The most comparable GAAP measure is net earnings. EBIT and
EBITDA should not be considered in isolation or as a substitution for analysis of our results as reported in
accordance with GAAP. Other companies may calculate EBIT and EBITDA differently, limiting the usefulness of the
measures for comparisons with other companies.
EBIT and EBITDA
Percent Change
(dollars in millions)
2024
2023 (a)
2022
2024/2023
2023/2022
Net earnings
$
4,091 $
4,138 $
2,780
(1.1) %
48.8 %
+ Provision for income taxes
1,170
1,159
638
0.9
81.7
+ Net interest expense
411
502
478
(18.1)
5.0
EBIT
$
5,672 $
5,799 $
3,896
(2.2) %
48.8 %
+ Total depreciation and amortization (b)
2,981
2,801
2,700
6.4
3.8
EBITDA
$
8,653 $
8,600 $
6,596
0.6 %
30.4 %
(a)
2023 consisted of 53 weeks compared with 52 weeks in 2024 and 2022.
(b)
Represents total depreciation and amortization, including amounts classified within Depreciation and
Amortization and within Cost of Sales.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
30
We have also disclosed after-tax ROIC, which is a ratio based on GAAP information, with the exception of the add-
back of operating lease interest to operating income. We believe this metric is useful in assessing the effectiveness
of our capital allocation over time. Other companies may calculate ROIC differently, limiting the usefulness of the
measure for comparisons with other companies.
After-Tax Return on Invested Capital
(dollars in millions)
Trailing Twelve Months
Numerator
February 1,
2025
February 3,
2024 (a)
Operating income
$
5,566 $
5,707
+ Net other income
106
92
EBIT
5,672
5,799
+ Operating lease interest (b)
159
120
- Income taxes (c)
1,297
1,295
Net operating profit after taxes
$
4,534 $
4,624
Denominator
February 1,
2025
February 3,
2024
January 28,
2023
Current portion of long-term debt and other borrowings
$
1,636 $
1,116 $
130
+ Noncurrent portion of long-term debt
14,304
14,922
16,009
+ Shareholders' investment
14,666
13,432
11,232
+ Operating lease liabilities (d)
3,935
3,608
2,934
- Cash and cash equivalents
4,762
3,805
2,229
Invested capital
$
29,779 $
29,273 $
28,076
Average invested capital (e)
$
29,526 $
28,674
After-tax return on invested capital
15.4 %
16.1 %
(a)
Consisted of 53 weeks.
(b)
Represents the add-back to operating income driven by the hypothetical interest expense we would incur if
the property under our operating leases were owned or accounted for as finance leases. Calculated using
the discount rate for each lease and recorded as a component of rent expense within Operating Income.
Operating lease interest is added back to Operating Income in the ROIC calculation to control for
differences in capital structure between us and our competitors.
(c)
Calculated using the effective tax rates, which were 22.2 percent and 21.9 percent for the trailing twelve
months ended February 1, 2025, and February 3, 2024, respectively. Includes tax effect of $1.3 billion
related to EBIT for each of the trailing twelve month periods ended February 1, 2025, and February 3, 2024,
and $35 million and $26 million, respectively, related to operating lease interest.
(d)
Total short-term and long-term operating lease liabilities included within Accrued and Other Current
Liabilities and Noncurrent Operating Lease Liabilities.
(e)
Average based on the invested capital at the end of the current period and the invested capital at the end of
the comparable prior period.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
31
Analysis of Financial Condition
Liquidity and Capital Resources
Capital Allocation
We follow a disciplined and balanced approach to capital allocation based on the following priorities, ranked in order
of importance: first, we fully invest in opportunities to profitably grow our business, create sustainable long-term
value, and maintain our current operations and assets; second, we maintain a competitive quarterly dividend and
seek to grow it annually; and finally, we return any excess cash to shareholders by repurchasing shares within the
limits of our credit rating goals.
Our year-end cash and cash equivalents balance increased to $4.8 billion from $3.8 billion in 2023. Our cash and
cash equivalents balance includes short-term investments of $3.9 billion and $2.9 billion as of February 1, 2025,
and February 3, 2024, respectively. Our investment policy is designed to preserve principal and liquidity of our
short-term investments. This policy allows investments in large money market funds or in highly rated direct short-
term instruments that mature in 60 days or less. We also place dollar limits on our investments in individual funds or
instruments.
Operating Cash Flows
Cash flows provided by operating activities were $7.4 billion in 2024 compared with $8.6 billion in 2023. The
operating cash flow decrease is primarily due to higher income tax payments and the combined impact of inventory
and accounts payable activity.
Inventory
Year-end inventory was $12.7 billion in 2024, compared with $11.9 billion in 2023. The increase in inventory levels
reflects
•
earlier inventory receipts compared to the prior year, including to support merchandising strategies; and
•
inventory investments in select merchandise categories to support sales growth and an improved in-stock
position.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
ANALYSIS OF FINANCIAL CONDITION
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
32
Capital Expenditures
$ (Billions)
5.5
4.8
2.9
$3.2
$2.1
$0.6
$0.5
$0.6
$0.7
$1.2
$1.5
$0.9
$0.6
$0.7
$0.6
Existing Store Investments
New Stores
Supply Chain
Information Technology and Other
2022
2023
2024
Note: Amounts may not foot due to rounding.
Capital expenditures in 2024 reflect investments in our strategic initiatives, including investments in both stores and
in our supply chain, enhancing our capabilities and guest experience across stores and digital channels. The
decrease in capital expenditures in 2024 compared with 2023 primarily reflects a slowdown in store remodel
activities.
We expect capital expenditures in 2025 of approximately $4 billion to $5 billion, with the majority focused on store
assets, including both new stores and remodels, as well as continued investment in supply chain and technology
projects. We expect to open about 20 new stores during 2025 and to resume a faster pace of remodel activities
compared with 2024.
Dividends
We paid dividends totaling $2.0 billion ($4.44 per share) in 2024 and $2.0 billion ($4.36 per share) in 2023, a per
share increase of 1.8 percent. We declared dividends totaling $2.1 billion ($4.46 per share) in 2024 and $2.1 billion
($4.38 per share) in 2023, a per share increase of 1.8 percent. We have paid dividends every quarter since our
1967 initial public offering, and it is our intent to continue to do so in the future.
Share Repurchases
During 2024, we deployed $1.0 billion to repurchase shares. We did not repurchase any shares during 2023. See
Part II, Item 5, Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities of this Annual Report on Form 10-K and Note 20 to the Financial Statements for more information.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
ANALYSIS OF FINANCIAL CONDITION
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
33
Financing
Our financing strategy is to ensure liquidity and access to capital markets, to maintain a balanced spectrum of debt
maturities, and to manage our net exposure to floating interest rate volatility. Within these parameters, we seek to
minimize our borrowing costs. Our ability to access the long-term debt and commercial paper markets has provided
us with ample sources of liquidity. Our continued access to these markets depends on multiple factors, including the
condition of debt capital markets, our operating performance, and maintaining strong credit ratings. As of
February 1, 2025, our credit ratings were as follows:
Credit Ratings
Moody's
Standard and Poor's
Fitch
Long-term debt
A2
A
A
Commercial paper
P-1
A-1
F1
If our credit ratings were lowered, our ability to access the debt markets, our cost of funds, and other terms for new
debt issuances could be adversely impacted. Each of the credit rating agencies reviews its rating periodically, and
there is no guarantee our current credit ratings will remain the same as described above.
We have the ability to obtain short-term financing from time to time under our commercial paper program and credit
facilities. In October 2024, we obtained a new committed $1.0 billion 364-day unsecured revolving credit facility that
will expire in October 2025 and terminated our prior 364-day credit facility. This credit facility and our $3.0 billion
unsecured revolving credit facility that will expire in October 2028 provide a liquidity backstop to our commercial
paper program. No balances were outstanding under either credit facility at any time during 2024 or 2023. We did
not have any balances outstanding under our commercial paper program as of February 1, 2025 or February 3,
2024.
Most of our long-term debt obligations contain covenants related to secured debt levels. In addition to a secured
debt level covenant, our credit facilities also contain a debt leverage covenant. We are, and expect to remain, in
compliance with these covenants. Additionally, as of February 1, 2025, no notes or debentures contained provisions
requiring acceleration of payment upon a credit rating downgrade, except that certain outstanding notes allow the
note holders to put the notes to us if within a matter of months of each other we experience both (i) a change in
control and (ii) our long-term credit ratings are either reduced and the resulting rating is non-investment grade, or
our long-term credit ratings are placed on watch for possible reduction and those ratings are subsequently reduced
and the resulting rating is non-investment grade.
Note 15 to the Financial Statements provides additional information.
Future Cash Requirements
We enter into contractual obligations in the ordinary course of business that may require future cash payments.
Such obligations include, but are not limited to, purchase commitments, debt service, leasing arrangements, and
liabilities related to deferred compensation and pensions. The Notes to the Consolidated Financial Statements
provide additional information.
We believe our sources of liquidity, namely operating cash flows, credit facility capacity, and access to capital
markets, will continue to be adequate to meet our contractual obligations, working capital and capital expenditure
requirements, finance anticipated expansion and strategic initiatives, fund debt maturities, pay dividends, and
execute purchases under our share repurchase program for the foreseeable future.
Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with GAAP, which requires us to make estimates
and apply judgments that affect the reported amounts. In the Notes to the Consolidated Financial Statements, we
describe the significant accounting policies used in preparing the consolidated financial statements. Our
management has discussed the development, selection, and disclosure of our critical accounting estimates with the
Audit & Risk Committee of our Board of Directors. The following items require significant estimation or judgment:
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
ANALYSIS OF FINANCIAL CONDITION
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
34
Inventory and cost of sales: The vast majority of our inventory is accounted for under the retail inventory
accounting method using the last-in, first-out method (LIFO). Our inventory is valued at the lower of LIFO cost or
market. We reduce inventory for estimated losses related to shrink and markdowns. Our shrink estimate is based on
historical losses and is adjusted to reflect results of actual physical inventory counts. We generally perform counts
at each location annually, with counts taking place throughout the year. A 10 percent increase or decrease in our
2024 year-end inventory shrink reserve would impact our cost of sales by approximately $150 million. Historically,
our actual physical inventory count results have shown our estimates to be reasonably accurate. Market
adjustments for markdowns are recorded when the salability of the merchandise has diminished. Salability can be
impacted by consumer preferences and seasonality, among other factors. We believe the risk of inventory
obsolescence is largely mitigated because our inventory typically turns in less than three months. Inventory was
$12.7 billion and $11.9 billion as of February 1, 2025, and February 3, 2024, respectively, and is further described in
Note 8 to the Financial Statements.
Vendor income: We receive various forms of consideration from our vendors (vendor income), principally earned
as a result of volume rebates, promotions, advertising allowances, and markdown allowances. Vendor income is
recorded as a reduction of cost of sales except in arrangements where the payment is a reimbursement of specific,
incremental, and identifiable costs and recorded as an offset to those costs. Vendor income earned can vary based
on a number of factors, including purchase volumes, sales volumes, and our pricing and promotion strategies.
We establish a receivable for vendor income that is earned but not yet received. Based on historical trending and
data, this receivable is computed by forecasting vendor income collections and estimating the amount earned. The
majority of the year-end vendor income receivables are collected within the following fiscal quarter, and we do not
believe there is a reasonable likelihood that the assumptions used in our estimate will change significantly.
Historically, adjustments to our vendor income receivable have not been material. Vendor income receivable was
$543 million and $513 million as of February 1, 2025, and February 3, 2024, respectively. Vendor income is
described further in Note 4 to the Financial Statements.
Long-lived assets: Long-lived assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amounts may not be recoverable. The evaluation is performed primarily at the store level.
An impairment loss is recognized when estimated undiscounted future cash flows from the operation and/or
eventual disposition of the asset or asset group are less than its carrying amount, and is measured as the excess of
its carrying amount over fair value. We estimate fair value by obtaining market appraisals, obtaining valuations from
third-party brokers, or using other valuation techniques. We recorded impairments of $68 million, $102 million, and
$66 million in 2024, 2023, and 2022, respectively, which are described further in Note 10 to the Financial
Statements.
Insurance/self-insurance: We retain a substantial portion of the risk related to certain general liability, workers'
compensation, property loss, and team member medical and dental claims. However, we maintain stop-loss
coverage to limit the exposure related to certain risks. Liabilities associated with these losses include estimates of
both claims filed and losses incurred but not yet reported. We use actuarial methods which consider a number of
factors to estimate our ultimate cost of losses. General liability and workers' compensation liabilities are recorded
based on our estimate of their net present value; other liabilities referred to above are not discounted. Our workers'
compensation and general liability accrual was $772 million and $650 million as of February 1, 2025, and
February 3, 2024, respectively. We believe that the amounts accrued are appropriate; however, our liabilities could
be significantly affected if future occurrences or loss developments differ from our assumptions. For example, a
10 percent increase or decrease in average claim costs would have impacted our self-insurance expense by
$77 million in 2024. Historically, adjustments to our estimates have not been material. Refer to Part II, Item 7A,
Quantitative and Qualitative Disclosures About Market Risk, for further disclosure of the market risks associated
with these exposures. We maintain insurance coverage to limit our exposure to certain events, including network
security matters.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
ANALYSIS OF FINANCIAL CONDITION
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
35
Income taxes: We pay income taxes based on the tax statutes, regulations, and case law of the various
jurisdictions in which we operate. Significant judgment is required in determining the timing and amounts of
deductible and taxable items, and in evaluating the ultimate resolution of tax matters in dispute with tax authorities.
The benefits of uncertain tax positions are recorded in our financial statements only after determining it is more
likely than not the uncertain tax positions would withstand challenge by taxing authorities. We periodically reassess
these probabilities and record any changes in the financial statements as appropriate. Gross uncertain tax positions,
including interest and penalties, were $454 million and $366 million as of February 1, 2025, and February 3, 2024,
respectively. Although we believe our tax positions are reasonable, the resolution of these matters could be
materially different from our assumptions, which would affect our consolidated results of operations and/or operating
cash flows. Income taxes are described further in Note 18 to the Financial Statements.
Pension accounting: We maintain a funded qualified defined benefit pension plan, as well as nonqualified and
international pension plans that are generally unfunded, for certain current and former team members. The costs for
these plans are determined based on actuarial calculations using the assumptions described in the following
paragraphs. Eligibility and the level of benefits vary depending on each team member's full-time or part-time status,
date of hire, age, length of service, and/or compensation. The benefit obligation and related expense for these plans
are determined based on actuarial calculations using assumptions about the expected long-term rate of return, the
discount rate, compensation growth rates, mortality, and retirement age. These assumptions, with adjustments
made for any significant plan or participant changes, are used to determine the period-end benefit obligation and
establish expense for the next year.
Our 2024 expected long-term rate of return on plan assets of 7.00 percent was determined by the portfolio
composition, historical long-term investment performance, and current market conditions. A 1 percentage point
decrease in our expected long-term rate of return would increase annual expense by $40 million.
The discount rate used to determine benefit obligations is adjusted annually based on the interest rate for long-term
high-quality corporate bonds, using yields for maturities that are in line with the duration of our pension liabilities.
Our benefit obligation and related expense will fluctuate with changes in interest rates. A 1 percentage point
decrease in the weighted average discount rate would increase annual expense by $33 million.
Based on our experience, we use a graduated compensation growth schedule that assumes higher compensation
growth for younger, shorter-service pension-eligible team members than it does for older, longer-service pension-
eligible team members.
Pension benefits are further described in Note 23 to the Financial Statements.
Legal and other contingencies: We believe the accruals recorded in our consolidated financial statements properly
reflect loss exposures that are both probable and reasonably estimable. We do not believe any of the currently
identified claims or litigation will materially affect our results of operations, cash flows, or financial condition.
However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling
were to occur, it may cause a material adverse impact on the results of operations, cash flows, or financial condition
for the period in which the ruling occurs, or future periods. Refer to Note 14 to the Financial Statements for further
information on contingencies.
New Accounting Pronouncements
We do not expect that any recently issued accounting pronouncements will have a material effect on our financial
statements.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
ANALYSIS OF FINANCIAL CONDITION & NEW ACCOUNTING PRONOUNCEMENTS
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
36
Forward-Looking Statements
This report contains forward-looking statements, which are based on our current assumptions and expectations.
These statements are typically accompanied by the words "aim," "anticipate," "believe," "could," "expect," "may,"
"might," "seek," "will," "would," or similar words. The principal forward-looking statements in this report include
statements regarding: our future financial and operational performance, our strategy for growth, the adequacy of
and costs associated with our sources of liquidity, the funding of debt maturities, the execution of our share
repurchase program, our expected capital expenditures and new lease commitments, the expected compliance with
debt covenants, the expected impact of new accounting pronouncements, our intentions regarding future dividends,
the expected contributions and payments related to our pension plan, the expected return on plan assets, the
expected timing and recognition of compensation expenses, the adequacy of our reserves for general liability,
workers' compensation, and property loss, the expected outcome of, and adequacy of our reserves for, claims,
litigation, and the resolution of tax matters, our expectations regarding our contractual obligations, liabilities, and
vendor income, the expected ability to recognize deferred tax assets and liabilities and the timing of such
recognition, our expectations regarding arrangements with our partners, and changes in our assumptions and
expectations.
All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995, as amended. Although we believe
there is a reasonable basis for the forward-looking statements, our actual results could be materially different. The
most important factors which could cause our actual results to differ from our forward-looking statements are set
forth in our description of risk factors included in Part I, Item 1A, Risk Factors to this Form 10-K, which should be
read in conjunction with the forward-looking statements in this report. Forward-looking statements speak only as of
the date they are made, and we do not undertake any obligation to update any forward-looking statement.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As of February 1, 2025, our exposure to market risk was primarily from interest rate changes on our debt obligations
and short-term investments. Our interest rate exposure is primarily due to differences between our floating rate debt
obligations, including fixed rate debt hedged using floating rate interest rate swaps, compared to our floating rate
short-term investments. As of February 1, 2025, our floating rate short-term investments exceeded our floating rate
debt obligations by approximately $1.7 billion. Based on our financial position as of February 1, 2025, the
annualized effect of a 1 percentage point increase in floating interest rates on our floating rate short-term
investments, net of our floating rate debt obligations, would increase our earnings before income taxes by
$17 million. In general, we expect our floating rate debt obligations to be in line with our floating rate short-term
investments over time, but that may vary in different interest rate and economic environments. See further
description of our debt and derivative instruments in Notes 15 and 16 to the Financial Statements.
We record our general liability and workers' compensation liabilities at net present value; therefore, these liabilities
fluctuate with changes in interest rates. Based on our balance sheet position as of February 1, 2025, the annualized
effect of a 1 percentage point increase/(decrease) in interest rates would increase/(decrease) earnings before
income taxes by $17 million.
In addition, we are exposed to market return fluctuations on our qualified defined benefit pension plan. The value of
our pension liabilities is inversely related to changes in interest rates. A 1 percentage point decrease in the weighted
average discount rate would increase annual expense by $33 million. To protect against declines in interest rates,
we hold high-quality, long-duration bonds and derivative instruments in our pension plan trust. As of February 1,
2025, we had hedged 70 percent of the interest rate exposure of our plan liabilities.
As more fully described in Note 22 to the Financial Statements, we are exposed to market returns on accumulated
team member balances in our nonqualified, unfunded deferred compensation plans. We control the risk of offering
the nonqualified plans by making investments in life insurance contracts and prepaid forward contracts on our own
common stock that substantially offset our economic exposure to the returns on these plans.
There have been no other material changes in our primary risk exposures or management of market risks since the
prior year.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
FORWARD LOOKING STATEMENTS & QUANTITATIVE AND QUALITATIVE DISCLOSURES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
37
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Reports of Management and Independent Registered Public Accounting Firm
39
Consolidated Statements of Operations
42
Consolidated Statements of Comprehensive Income
43
Consolidated Statements of Financial Position
44
Consolidated Statements of Cash Flows
45
Consolidated Statements of Shareholders' Investment
46
Notes to Consolidated Financial Statements
47
Note 1
Summary of Accounting Policies
47
Note 2
Net Sales
48
Note 3
Cost of Sales and Selling, General, and Administrative Expenses
49
Note 4
Consideration Received from Vendors
50
Note 5
Advertising Costs
50
Note 6
Fair Value Measurements
50
Note 7
Cash and Cash Equivalents
51
Note 8
Inventory
51
Note 9
Other Current Assets
52
Note 10
Property and Equipment
52
Note 11
Other Noncurrent Assets
52
Note 12
Supplier Finance Programs
53
Note 13
Accrued and Other Current Liabilities
53
Note 14
Commitments and Contingencies
54
Note 15
Commercial Paper and Long-Term Debt
55
Note 16
Derivative Financial Instruments
55
Note 17
Leases
56
Note 18
Income Taxes
59
Note 19
Other Noncurrent Liabilities
61
Note 20
Share Repurchase
61
Note 21
Share-Based Compensation
61
Note 22
Defined Contribution Plans
63
Note 23
Pension Plans
63
Note 24
Accumulated Other Comprehensive Loss
67
Note 25
Segment Reporting
68
FINANCIAL STATEMENTS
Table of Contents
INDEX
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
38
Report of Management on the Consolidated Financial Statements
Management is responsible for the consistency, integrity, and presentation of the information in the Annual Report. The consolidated financial
statements and other information presented in this Annual Report have been prepared in accordance with accounting principles generally
accepted in the United States and include necessary judgments and estimates by management.
To fulfill our responsibility, we maintain comprehensive systems of internal control designed to provide reasonable assurance that assets are
safeguarded and transactions are executed in accordance with established procedures. The concept of reasonable assurance is based upon
recognition that the cost of the controls should not exceed the benefit derived. We believe our systems of internal control provide this reasonable
assurance.
The Board of Directors exercised its oversight role with respect to the Corporation's systems of internal control primarily through its Audit & Risk
Committee, which is comprised of independent directors. The Committee oversees the Corporation's systems of internal control, accounting
practices, financial reporting and audits to assess whether their quality, integrity, and objectivity are sufficient to protect shareholders'
investments.
In addition, our consolidated financial statements have been audited by Ernst & Young LLP, independent registered public accounting firm, whose
report also appears on this page.
Brian C. Cornell
Chair of the Board and Chief Executive Officer
March 12, 2025
Jim Lee
Executive Vice President and Chief Financial Officer
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Target Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Target Corporation (the Corporation) as of February 1, 2025
and February 3, 2024, the related consolidated statements of operations, comprehensive income, shareholders' investment and cash flows for
each of the three years in the period ended February 1, 2025, and the related notes (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Corporation
at February 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for each of the three years in the period ended
February 1, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Corporation's internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March
12, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on the
Corporation’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
FINANCIAL STATEMENTS
Table of Contents
REPORTS
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
39
Valuation of Vendor Income Receivable
Description of
the Matter
At February 1, 2025, the Corporation’s vendor income receivable totaled $543 million. As discussed in Note 4 of the
consolidated financial statements, the Corporation receives consideration for a variety of vendor-sponsored programs, which
are primarily recorded as a reduction of cost of sales when earned. The Corporation records a receivable for amounts earned
but not yet received.
Auditing the Corporation's calculation of vendor income receivable was especially challenging due to the inputs required in the
vendor receivable model, which include, among others, forecasted vendor income collections and the time period over which
the collections have been earned. As a result of the high volume of transactions processed by the Corporation and used in
estimating these inputs, auditing the vendor income receivable requires extensive audit effort to address the completeness and
accuracy of the information used in the receivable model.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Corporation’s
vendor income receivable process, including controls over the inputs described above.
To test the estimated vendor income receivable, we performed audit procedures that included, among others, testing the
completeness and accuracy of inputs used in the receivable model by verifying for a sample of the vendor-sponsored
programs, the nature and source of the inputs used and the terms of the contractual agreements. We recalculated the amount
of the vendor income earned based on the inputs and the terms of the contractual agreements. In addition, we recalculated the
time period over which the vendor income collections had been earned to assess the accuracy of management’s inputs used
in the model. We also performed sensitivity analyses of inputs to evaluate the significance of changes in the receivable that
would result from changes to the inputs. Finally, we performed audit procedures over the vendor income collections
subsequent to the balance sheet date to support the vendor income receivable at year end.
/s/ Ernst & Young LLP
We have served as the Corporation's auditor since 1931.
Minneapolis, Minnesota
March 12, 2025
FINANCIAL STATEMENTS
Table of Contents
REPORTS
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
40
Report of Management on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our chief executive officer and
chief financial officer, we assessed the effectiveness of our internal control over financial reporting as of February 1, 2025, based on the
framework in Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework). Based on our assessment, we conclude that the Corporation's internal control over financial reporting is effective
based on those criteria.
Our internal control over financial reporting as of February 1, 2025, has been audited by Ernst & Young LLP, the independent registered public
accounting firm who has also audited our consolidated financial statements, as stated in their report which appears on this page.
Brian C. Cornell
Chair of the Board and Chief Executive Officer
March 12, 2025
Jim Lee
Executive Vice President and Chief Financial Officer
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Target Corporation
Opinion on Internal Control Over Financial Reporting
We have audited Target Corporation’s internal control over financial reporting as of February 1, 2025, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the
COSO criteria). In our opinion, Target Corporation (the Corporation) maintained, in all material respects, effective internal control over financial
reporting as of February 1, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated statements of financial position of the Corporation as of February 1, 2025 and February 3, 2024, the related consolidated
statements of operations, comprehensive income, shareholders' investment and cash flows for each of the three years in the period ended
February 1, 2025, and the related notes and our report dated March 12, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the Corporation's internal control over financial reporting based on our audit. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
March 12, 2025
FINANCIAL STATEMENTS
Table of Contents
REPORTS
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
41
Consolidated Statements of Operations
(millions, except per share data)
2024
2023
2022
Net sales
$
106,566 $
107,412 $
109,120
Cost of sales
76,502
77,828
82,306
Selling, general, and administrative expenses
21,969
21,462
20,581
Depreciation and amortization (exclusive of depreciation included in cost
of sales)
2,529
2,415
2,385
Operating income
5,566
5,707
3,848
Net interest expense
411
502
478
Net other income
(106)
(92)
(48)
Earnings before income taxes
5,261
5,297
3,418
Provision for income taxes
1,170
1,159
638
Net earnings
$
4,091 $
4,138 $
2,780
Basic earnings per share
$
8.89 $
8.96 $
6.02
Diluted earnings per share
$
8.86 $
8.94 $
5.98
Weighted average common shares outstanding
Basic
460.4
461.5
462.1
Diluted
461.8
462.8
464.7
Antidilutive shares
0.5
2.1
1.1
Note: 2023 consisted of 53 weeks compared with 52 weeks in 2024 and 2022.
See accompanying Notes to Consolidated Financial Statements.
FINANCIAL STATEMENTS
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
42
Consolidated Statements of Comprehensive Income
(millions)
2024
2023
2022
Net earnings
$
4,091 $
4,138 $
2,780
Other comprehensive income / (loss), net of tax
Pension benefit liabilities
22
(23)
(113)
Currency translation adjustment and cash flow hedges
(20)
(18)
247
Other comprehensive income / (loss)
2
(41)
134
Comprehensive income
$
4,093 $
4,097 $
2,914
Note: 2023 consisted of 53 weeks compared with 52 weeks in 2024 and 2022.
See accompanying Notes to Consolidated Financial Statements.
FINANCIAL STATEMENTS
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
43
Consolidated Statements of Financial Position
(millions, except footnotes)
February 1,
2025
February 3,
2024
Assets
Cash and cash equivalents
$
4,762 $
3,805
Inventory
12,740
11,886
Other current assets
1,952
1,807
Total current assets
19,454
17,498
Property and equipment
Land
6,735
6,547
Buildings and improvements
38,752
37,066
Fixtures and equipment
8,917
8,765
Computer hardware and software
3,710
3,428
Construction-in-progress
1,185
1,703
Accumulated depreciation
(26,277)
(24,413)
Property and equipment, net
33,022
33,096
Operating lease assets
3,763
3,362
Other noncurrent assets
1,530
1,400
Total assets
$
57,769 $
55,356
Liabilities and shareholders' investment
Accounts payable
$
13,053 $
12,098
Accrued and other current liabilities
6,110
6,090
Current portion of long-term debt and other borrowings
1,636
1,116
Total current liabilities
20,799
19,304
Long-term debt and other borrowings
14,304
14,922
Noncurrent operating lease liabilities
3,582
3,279
Deferred income taxes
2,303
2,480
Other noncurrent liabilities
2,115
1,939
Total noncurrent liabilities
22,304
22,620
Shareholders' investment
Common stock
38
38
Additional paid-in capital
6,996
6,761
Retained earnings
8,090
7,093
Accumulated other comprehensive loss
(458)
(460)
Total shareholders' investment
14,666
13,432
Total liabilities and shareholders' investment
$
57,769 $
55,356
Common Stock Authorized 6,000,000,000 shares, $0.0833 par value; 455,566,995 shares issued and outstanding
as of February 1, 2025; 461,675,441 shares issued and outstanding as of February 3, 2024.
Preferred Stock Authorized 5,000,000 shares, $0.01 par value; no shares were issued or outstanding during any
period presented.
See accompanying Notes to Consolidated Financial Statements.
FINANCIAL STATEMENTS
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
44
Consolidated Statements of Cash Flows
(millions)
2024
2023
2022
Operating activities
Net earnings
$
4,091 $
4,138 $
2,780
Adjustments to reconcile net earnings to cash provided by operations:
Depreciation and amortization
2,981
2,801
2,700
Share-based compensation expense
304
251
220
Deferred income taxes
(180)
298
582
Noncash losses / (gains) and other, net
26
94
172
Changes in operating accounts:
Inventory
(854)
1,613
403
Other assets
(308)
(85)
22
Accounts payable
1,008
(1,216)
(2,237)
Accrued and other liabilities
299
727
(624)
Cash provided by operating activities
7,367
8,621
4,018
Investing activities
Expenditures for property and equipment
(2,891)
(4,806)
(5,528)
Proceeds from disposal of property and equipment
3
24
8
Other investments
28
22
16
Cash required for investing activities
(2,860)
(4,760)
(5,504)
Financing activities
Additions to long-term debt
741
—
2,625
Reductions of long-term debt
(1,139)
(147)
(163)
Dividends paid
(2,046)
(2,011)
(1,836)
Repurchase of stock
(1,007)
—
(2,646)
Shares withheld for taxes on share-based compensation
(99)
(127)
(180)
Stock option exercises
—
—
4
Cash required for financing activities
(3,550)
(2,285)
(2,196)
Net increase / (decrease) in cash and cash equivalents
957
1,576
(3,682)
Cash and cash equivalents at beginning of period
3,805
2,229
5,911
Cash and cash equivalents at end of period
$
4,762 $
3,805 $
2,229
Supplemental information
Interest paid, net of capitalized interest
$
615 $
605 $
449
Income taxes paid
1,055
374
213
Leased assets obtained in exchange for new finance lease liabilities
319
104
224
Leased assets obtained in exchange for new operating lease liabilities
758
1,027
329
Note: 2023 consisted of 53 weeks compared with 52 weeks in 2024 and 2022.
See accompanying Notes to Consolidated Financial Statements.
FINANCIAL STATEMENTS
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
45
Consolidated Statements of Shareholders' Investment
(millions)
Common
Stock
Shares
Stock
Par
Value
Additional
Paid-in
Capital
Retained
Earnings
Accumulated Other
Comprehensive
Loss
Total
January 29, 2022
471.3 $
39 $
6,421 $
6,920 $
(553) $ 12,827
Net earnings
—
—
—
2,780
—
2,780
Other comprehensive income
—
—
—
—
134
134
Dividends declared
—
—
—
(1,931)
— (1,931)
Repurchase of stock
(12.5)
(1)
119
(2,764)
— (2,646)
Share-based compensation
1.5
—
68
—
—
68
January 28, 2023
460.3 $
38 $
6,608 $
5,005 $
(419) $ 11,232
Net earnings
—
—
—
4,138
—
4,138
Other comprehensive loss
—
—
—
—
(41)
(41)
Dividends declared
—
—
—
(2,050)
— (2,050)
Share-based compensation
1.4
—
153
—
—
153
February 3, 2024
461.7 $
38 $
6,761 $
7,093 $
(460) $ 13,432
Net earnings
—
—
—
4,091
—
4,091
Other comprehensive income
—
—
—
—
2
2
Dividends declared
—
—
—
(2,080)
— (2,080)
Repurchase of stock
(7.2)
(1)
—
(1,014)
— (1,015)
Share-based compensation
1.1
1
235
—
—
236
February 1, 2025
455.6 $
38 $
6,996 $
8,090 $
(458) $ 14,666
We declared $4.46, $4.38, and $4.14 dividends per share for the twelve months ended February 1, 2025,
February 3, 2024, and January 28, 2023, respectively.
See accompanying Notes to Consolidated Financial Statements.
FINANCIAL STATEMENTS
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
46
Notes to Consolidated Financial Statements
1. Summary of Accounting Policies
Organization - We are a general merchandise retailer selling products to our guests through our stores and digital
channels.
We operate as a single segment that includes all of our operations, which are designed to enable guests to
purchase products seamlessly in stores or through our digital channels. Nearly all of our revenues are generated in
the United States (U.S.). The vast majority of our long-lived assets are located within the U.S.
Consolidation - The consolidated financial statements include the balances of Target Corporation and its
subsidiaries after elimination of intercompany balances and transactions. All subsidiaries are wholly owned.
Use of estimates - The preparation of our consolidated financial statements in conformity with U.S. generally
accepted accounting principles (GAAP) requires management to make estimates and assumptions affecting
reported amounts in the consolidated financial statements and accompanying notes. Actual results may differ
significantly from those estimates.
Fiscal year - Our fiscal year ends on the Saturday nearest January 31. Unless otherwise stated, references to
years in this report relate to fiscal years, rather than to calendar years. Fiscal 2024 ended February 1, 2025, and
consisted of 52 weeks. Fiscal 2023 ended February 3, 2024, and consisted of 53 weeks. Fiscal 2022 ended
January 28, 2023, and consisted of 52 weeks. Fiscal 2025 will end January 31, 2026, and will consist of 52 weeks.
Accounting policies - Our accounting policies are disclosed in the applicable Notes to the Consolidated Financial
Statements.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
47
2. Net Sales
Merchandise sales represent the vast majority of our revenues. We also earn revenues from a variety of other
sources, most notably advertising revenue and credit card profit-sharing income.
Net Sales
(millions)
2024
2023
2022
Apparel and accessories (a)
$
16,505 $
16,485 $
17,646
Beauty (b)
13,173
12,538
11,092
Food and beverage (c)
23,828
23,899
22,918
Hardlines (d)
15,784
16,162
17,739
Home furnishings and décor (e)
16,699
17,760
19,463
Household essentials (f)
18,614
18,746
18,483
Other merchandise sales
217
213
247
Merchandise sales
104,820
105,803
107,588
Advertising revenue
649
522
404
Credit card profit sharing
576
667
734
Other
521
420
394
Net sales
$
106,566 $
107,412 $
109,120
(a)
Includes apparel for women, men, young adults, kids, toddlers, and babies, as well as jewelry, accessories,
and shoes.
(b)
Includes skin and bath care, cosmetics, hair care, oral care, deodorant, and shaving products.
(c)
Includes dry and perishable grocery, including snacks, candy, beverages, deli, bakery, meat, produce, and
food service (primarily Starbucks) in our stores.
(d)
Includes electronics, including video games and consoles, toys, sporting goods, entertainment, and
luggage.
(e)
Includes bed and bath, home décor, school/office supplies, storage, small appliances, kitchenware, greeting
cards, party supplies, furniture, lighting, home improvement, and seasonal merchandise.
(f)
Includes household cleaning, paper products, over-the-counter healthcare, vitamins and supplements, baby
gear, and pet supplies.
Merchandise sales – We record almost all retail store revenues at the point of sale. Digitally originated sales may
include shipping revenue and are recorded upon delivery to the guest or upon guest pickup at the store.
Merchandise sales do not include sales tax because we are a pass-through conduit for collecting and remitting
sales taxes. Generally, guests may return national brand merchandise within 90 days of purchase and owned and
exclusive brand merchandise within one year of purchase. Sales are recognized net of expected returns, which we
estimate using historical return patterns and our expectation of future returns. As of February 1, 2025, and
February 3, 2024, the liability for estimated returns was $172 million and $170 million, respectively.
We routinely enter into arrangements with vendors whereby we do not purchase or pay for merchandise until the
merchandise is ultimately sold to a guest. Under the vast majority of these arrangements, which represent less than
5 percent of consolidated sales, we record revenue and related costs gross. We concluded that we are the principal
in these transactions for a number of reasons, most notably because we 1) control the overall economics of the
transactions, including setting the sales price and realizing the majority of cash flows from the sale, 2) control the
relationship with the customer, and 3) are responsible for fulfilling the promise to provide goods to the customer.
Merchandise received under these arrangements is not included in Inventory because the purchase and sale of this
inventory are virtually simultaneous.
Revenue from Target gift card sales is recognized upon gift card redemption, which is typically within one year of
issuance. Our gift cards do not expire. Based on historical redemption rates, a small and relatively stable
percentage of gift cards will never be redeemed, referred to as "breakage." Estimated breakage revenue is
recognized over time in proportion to actual gift card redemptions.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
48
Gift Card Liability Activity
(millions)
February 3,
2024
Gift Cards
Issued During
Current Period
But Not
Redeemed (b)
Revenue
Recognized
From
Beginning
Liability
February 1,
2025
Gift card liability (a)
$
1,162 $
878 $
(831) $
1,209
(a)
Included in Accrued and Other Current Liabilities.
(b)
Net of estimated breakage.
Guests receive a 5 percent discount on nearly all purchases and receive free shipping at Target.com when they use
their Target Debit Card, Target Credit Card, Target MasterCard or Target Circle Card Reloadable Account
(collectively, Target Circle Cards).
Target Circle program members earn Target Circle Rewards on various transactions. As of February 1, 2025, and
February 3, 2024, deferred revenue of $19 million and $117 million, respectively, related to our Target Circle
program was included in Accrued and Other Current Liabilities.
Advertising revenue – Primarily represents revenue related to advertising services provided via our Roundel digital
advertising business offering. Roundel services are classified as either Net Sales or as a reduction of Cost of Sales
or Selling, General, and Administrative (SG&A) Expenses, depending on the nature of the advertising arrangement.
Notes 3 and 5 provide additional information about items included in Cost of Sales and SG&A Expenses.
Credit card profit sharing – We receive payments under a credit card program agreement with TD Bank Group (TD).
Under the agreement, we receive a percentage of the profits generated by the Target Circle credit card receivables
in exchange for performing account servicing and primary marketing functions. TD underwrites, funds, and owns
Target Circle credit card receivables, controls risk management policies, and oversees regulatory compliance.
Other – Includes commissions earned on third-party sales through our Target Plus third-party digital marketplace,
Shipt membership and service revenues, rental income, Target Circle 360 membership revenue, and other
miscellaneous revenues.
3. Cost of Sales and Selling, General, and Administrative Expenses
The following table illustrates the primary items classified in each major expense category:
Cost of Sales
Selling, General, and Administrative Expenses
Merchandising cost of sales, including
• Merchandise costs
• Payment term cash discounts
• Import costs
• Freight expenses associated with moving
merchandise from our vendors to and between our
distribution centers and our retail stores
• Vendor income that is not reimbursement of
specific, incremental, and identifiable costs
• Markdowns
• Inventory shrink
Supply chain and digital fulfillment costs, including
• Compensation and benefits costs associated with
operating our supply chain facilities
• Outbound shipping expenses associated with sales to
our guests
• Compensation and benefit costs associated with
shipment of merchandise from stores
• Depreciation associated with supply chain facilities
Compensation and benefit costs for stores and
headquarters, except ship from store costs classified
as cost of sales
Occupancy and operating costs of retail and
headquarters facilities
Advertising, offset by vendor income that is a
reimbursement of specific, incremental, and
identifiable costs
Pre-opening and exit costs of stores and other facilities
Credit cards servicing expenses
Costs associated with accepting third-party bank issued
payment cards
Litigation and defense costs and related insurance
recoveries
Other administrative costs
Note: The classification of these expenses varies across the retail industry.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
49
In 2024, we reclassified certain expenses related to our advertising and third-party digital marketplace business
offerings to conform to the current year presentation. The reclassifications increased Cost of Sales by $92 million
and $77 million for 2023 and 2022, respectively, with equal and offsetting decreases to SG&A Expenses. These
reclassifications had no impact on Net Sales, Operating Income, Net Earnings, or Earnings Per Share.
4. Consideration Received from Vendors
We receive consideration for a variety of vendor-sponsored programs—such as volume rebates, promotions, certain
advertising activities, markdown allowances, and for our compliance programs—referred to as "vendor income."
Additionally, under our compliance programs, vendors are charged for merchandise shipments that do not meet our
requirements (violations), such as late or incomplete shipments. Vendor income is recorded as a reduction of Cost
of Sales except in arrangements where the payment is a reimbursement of specific, incremental, and identifiable
costs and recorded as an offset to those costs within SG&A Expenses.
We establish a receivable for vendor income that is earned but not yet received. Based on historical trending and
data, this receivable is computed by forecasting vendor income collections and estimating the amount earned. The
majority of year-end vendor income receivables are collected within the following fiscal quarter, and we do not
believe there is a reasonable likelihood that the assumptions used in our estimate will change significantly. Note 9
provides additional information.
5. Advertising Costs
Advertising costs consist primarily of digital advertisements and media broadcast. Digital advertising costs are
generally expensed as incurred when the consumer engages with the advertisement through clicks or views, while
media broadcast costs are generally expensed at first showing or distribution of the advertisement. Advertising
costs, net of vendor reimbursements, are recorded in SG&A Expenses and were $1.5 billion in 2024, $1.4 billion in
2023, and $1.5 billion in 2022.
6. Fair Value Measurements
Fair value measurements are reported in one of three levels based on the lowest level of significant input used:
Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs, other than quoted prices
included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data).
Financial Instruments Measured on a Recurring Basis
Fair Value as of
(millions)
Classification
Measurement
Level
February 1,
2025
February 3,
2024
Assets
Short-term investments (a)
Cash and Cash Equivalents
Level 1 $
3,893 $
2,897
Prepaid forward contracts (b)
Other Current Assets
Level 1
23
25
Liabilities
Interest rate swaps (c)
Other Current Liabilities
Level 2
—
3
Interest rate swaps (c)
Other Noncurrent Liabilities
Level 2
125
123
(a)
Carrying value approximates fair value because maturities are less than three months.
(b)
Initially valued at transaction price. Subsequently valued by reference to the market price of Target common
stock.
(c)
Valuations are based on observable inputs to the valuation model (e.g., interest rates and credit spreads).
See Note 16 for additional information on interest rate swaps.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
50
Significant Financial Instruments Not Measured at Fair Value (a)
As of February 1,
2025
As of February 3,
2024
(millions)
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Long-term debt, including current portion (b)
$ 13,904 $ 12,953 $ 14,151 $ 13,467
(a)
The carrying amounts of certain other current assets, commercial paper, accounts payable, and certain
accrued and other current liabilities approximate fair value due to their short-term nature.
(b)
The fair value of debt is generally measured using a discounted cash flow analysis based on current market
interest rates for the same or similar types of financial instruments and would be classified as Level 2.
These amounts exclude commercial paper, unamortized swap valuation adjustments, and lease liabilities.
7. Cash and Cash Equivalents
Cash equivalents include highly liquid investments with an original maturity of three months or less from the time of
purchase. Cash equivalents also include amounts due from third-party financial institutions for credit and debit card
transactions. These receivables typically settle in five days or less.
Cash and Cash Equivalents
(millions)
February 1,
2025
February 3,
2024
Cash
$
276 $
288
Receivables from third-party financial institutions for credit and debit card transactions
593
620
Short-term investments
3,893
2,897
Cash and Cash Equivalents (a)
$
4,762 $
3,805
(a)
We have access to these funds without any significant restrictions, taxes, or penalties.
As of February 1, 2025, and February 3, 2024, we included book overdrafts of $157 million and $173 million,
respectively, in Accounts Payable and $8 million and $10 million, respectively, in Accrued and Other Current
Liabilities.
8. Inventory
The vast majority of our inventory is accounted for under the retail inventory accounting method (RIM) using the
last-in, first-out (LIFO) method. Inventory is stated at the lower of LIFO cost or market. Inventory cost includes the
amount we pay to our suppliers to acquire inventory, freight costs incurred to deliver product to our distribution
centers and stores, and import costs, reduced by vendor income and cash discounts. Supply chain operating costs,
including compensation and benefits, are expensed in the period incurred. Inventory is also reduced for estimated
losses related to shrink and markdowns. The LIFO provision is calculated based on inventory levels, markup rates,
and internally measured retail price indices, and was $183 million and $153 million as of February 1, 2025, and
February 3, 2024, respectively.
Under RIM, inventory cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the
inventory retail value. RIM is an averaging method that has been widely used in the retail industry due to its
practicality. The use of RIM will result in inventory being valued at the lower of cost or market because permanent
markdowns are taken as a reduction of the retail value of inventory.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
51
9. Other Current Assets
Other Current Assets
(millions)
February 1,
2025
February 3,
2024
Accounts and other receivables
$
998 $
891
Vendor income receivable
543
513
Prepaid expenses
226
201
Other
185
202
Other Current Assets
$
1,952 $
1,807
10. Property and Equipment
Property and equipment, including assets acquired under finance leases, is depreciated using the straight-line
method over estimated useful lives or lease terms if shorter. We amortize leasehold improvements purchased after
the beginning of the initial lease term over the shorter of the assets' useful lives or a term that includes the
remaining initial lease term, plus any renewals that are reasonably certain at the date the leasehold improvements
are acquired. Total depreciation expense, including depreciation expense included in Cost of Sales, was $3.0 billion,
$2.8 billion, and $2.7 billion for 2024, 2023, and 2022, respectively. For income tax purposes, accelerated
depreciation methods are generally used. Repair and maintenance costs are expensed as incurred. Facility pre-
opening costs, including supplies and payroll, are expensed as incurred.
Estimated Useful Lives
Life (Years)
Buildings and improvements
8-39
Fixtures and equipment
2-15
Computer hardware and software
2-7
We review long-lived assets for impairment when performance expectations, events, or changes in circumstances—
such as a decision to relocate or close a store, office, or distribution center, discontinue a project, or make
significant software changes—indicate that the asset's carrying value may not be recoverable. We recognized
impairment losses of $68 million, $102 million, and $66 million during 2024, 2023, and 2022, respectively. For asset
groups classified as held for sale, measurement of an impairment loss is based on the excess of the carrying
amount of the asset group over its fair value. We estimate fair value by obtaining market appraisals, obtaining
valuations from third-party brokers, or using other valuation techniques. Impairments are recorded in SG&A
Expenses.
11. Other Noncurrent Assets
Other Noncurrent Assets
(millions)
February 1,
2025
February 3,
2024
Goodwill (a)
$
631 $
631
Company-owned life insurance investments, net of loans (b)
540
483
Pension asset
121
57
Other
238
229
Other Noncurrent Assets
$
1,530 $
1,400
(a)
No impairments were recorded in 2024, 2023, or 2022 as a result of the annual goodwill impairment tests
performed.
(b)
Note 22 provides more information on company-owned life insurance investments.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
52
12. Supplier Finance Programs
We have arrangements with several financial institutions to act as our paying agents to certain vendors. The
arrangements also permit the financial institutions to provide vendors with an option, at our vendors' sole discretion,
to sell their receivables from Target to the financial institutions. A vendor’s election to receive early payment at a
discounted amount from the financial institutions does not change the amount that we must remit to the financial
institutions or our payment date, which is up to 120 days from the invoice date.
We do not pay any fees or pledge any security to these financial institutions under these arrangements. The
arrangements can be terminated by either party with notice ranging up to 120 days.
Our outstanding vendor obligations eligible for early payment, which are included within Accounts Payable on our
Consolidated Statements of Financial Position, do not represent actual receivables sold by our vendors to the
financial institutions, which have historically been lower.
Confirmed Obligations Outstanding
(millions)
February 3,
2024
Invoices
Confirmed
During the
Year
Confirmed
Invoices Paid
During the
Year
February 1,
2025
Vendor obligations eligible for early payment
$
3,398 $
13,806 $
(13,538) $
3,666
13. Accrued and Other Current Liabilities
Accrued and Other Current Liabilities
(millions)
February 1,
2025
February 3,
2024
Wages and benefits
$
1,597 $
1,535
Gift card liability, net of estimated breakage
1,209
1,162
Real estate, sales, and other taxes payable
708
827
Dividends payable
510
508
Current portion of operating lease liabilities
353
329
Income tax payable
334
113
Workers' compensation and general liability (a)
211
192
Interest payable
126
122
Other
1,062
1,302
Accrued and Other Current Liabilities
$
6,110 $
6,090
(a)
We retain a substantial portion of the risk related to general liability and workers' compensation claims. We
estimate our ultimate cost based on analysis of historical data and actuarial estimates. General liability and
workers' compensation liabilities are recorded at our estimate of their net present value. Note 19 provides
the noncurrent balance of these liabilities.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
53
14. Commitments and Contingencies
Contingencies
We are exposed to claims and litigation arising in the ordinary course of business and use various methods to
resolve these matters in a manner that we believe serves the best interest of our shareholders and other
constituents. When a loss is probable, we record an accrual based on the reasonably estimable loss or range of
loss. When no point of loss is more likely than another, we record the lowest amount in the estimated range of loss
and, if material, disclose the estimated range of loss. We do not record liabilities for reasonably possible loss
contingencies, but do disclose a range of reasonably possible losses if they are material and we are able to
estimate such a range. If we cannot provide a range of reasonably possible losses, we explain the factors that
prevent us from determining such a range. Historically, adjustments to our estimates have not been material. We
believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and
estimable liabilities. We do not believe that any of these identified claims or litigation will be material to our results of
operations, cash flows, or financial condition.
Commitments
Purchase obligations, which include all legally binding contracts such as merchandise royalties, equipment
purchases, marketing-related contracts, software acquisition/license commitments, firm minimum commitments for
inventory purchases, and service contracts, were $1.2 billion as of February 1, 2025. These purchase obligations
are primarily due within three years and recorded as liabilities when goods are received or services are rendered.
Real estate obligations, which include legally binding minimum lease payments for leases signed but not yet
commenced, and commitments for the purchase, construction, or remodeling of real estate and facilities, were
$1.5 billion as of February 1, 2025. These real estate obligations are primarily due within one year, a portion of
which are recorded as liabilities.
We issue inventory purchase orders in the ordinary course of business, which represent authorizations to purchase
that are cancellable by their terms. We do not consider purchase orders to be firm inventory commitments. If we
choose to cancel a purchase order, we may be obligated to reimburse the vendor for unrecoverable outlays incurred
prior to cancellation.
We also issue letters of credit and surety bonds in the ordinary course of business. Trade letters of credit totaled
$1.5 billion as of February 1, 2025, a portion of which are reflected in Accounts Payable. Standby letters of credit
and surety bonds, primarily related to insurance and regulatory requirements, totaled $509 million as of February 1,
2025.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
54
15. Commercial Paper and Long-Term Debt
Debt Maturities
(dollars in millions)
Weighted-Average Interest
Rate at February 1, 2025
February 1,
2025
February 3,
2024
Due 2024
— % $
— $
1,000
Due 2025-2029
2.7
4,671
4,666
Due 2030-2034
4.1
3,965
3,221
Due 2035-2039
6.8
938
937
Due 2040-2044
4.0
1,089
1,088
Due 2045-2049
3.8
1,120
1,119
Due 2050-2054
3.9
2,121
2,120
Total notes and debentures
13,904
14,151
Swap valuation adjustments
(125)
(126)
Finance lease liabilities
2,161
2,013
Less: Amounts due within one year
(1,636)
(1,116)
Long-term debt and other borrowings
$
14,304 $
14,922
Required Principal Payments
(millions)
2025
2026
2027
2028
2029
Thereafter
Total required principal payments
$
1,500 $
2,000 $
97 $
81 $
1,000 $
9,324
In September 2024, we issued $750 million of unsecured debt with a fixed rate of 4.5 percent that matures in
September 2034.
We obtain short-term financing from time to time under our commercial paper program. There was no commercial
paper outstanding at any time during the year ended February 1, 2025, or as of February 3, 2024. During the year
ended February 3, 2024, the maximum amount outstanding was $90 million, and the average daily amount
outstanding was $1 million, at a weighted average annual interest rate of 4.8 percent.
In October 2024, we obtained a new committed $1.0 billion 364-day unsecured revolving credit facility that will
expire in October 2025 and terminated our prior 364-day facility. We also have a committed $3.0 billion unsecured
revolving credit facility that will expire in October 2028. No balances were outstanding under our credit facilities at
any time during 2024 or 2023.
Substantially all of our outstanding borrowings are senior, unsecured obligations. Most of our long-term debt
obligations contain covenants related to secured debt levels. In addition to a secured debt level covenant, our credit
facilities also contain a debt leverage covenant. We are, and expect to remain, in compliance with these covenants,
which have no practical effect on our ability to pay dividends.
16. Derivative Financial Instruments
Our derivative instruments consist of interest rate swaps used to mitigate interest rate risk. As a result, we have
counterparty credit exposure to large global financial institutions, which we monitor on an ongoing basis. Note 6
provides the fair value and classification of these instruments.
Under our swap agreements, we pay a floating rate equal to the daily Secured Overnight Financing Rate (SOFR)
compounded over six months and receive a weighted average fixed rate of 2.8 percent. The agreements have a
weighted average remaining maturity of 4.5 years. As of February 1, 2025, and February 3, 2024, interest rate
swaps with notional amounts totaling $2.20 billion and $2.45 billion were designated as fair value hedges, and all
were considered to be perfectly effective under the shortcut method during 2024 and 2023.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
55
Effect of Hedges on Debt
(millions)
February 1,
2025
February 3,
2024
Long-term debt and other borrowings
Carrying amount of hedged debt
$
2,069 $
2,316
Cumulative hedging adjustments, included in carrying amount
(125)
(126)
Effect of Hedges on Net Interest Expense
(millions)
2024
2023
2022
Gain (loss) on fair value hedges recognized in Net Interest Expense
Interest rate swaps designated as fair value hedges
$
1 $
(52) $
(151)
Hedged debt
(1)
52
151
Gain on cash flow hedges recognized in Net Interest Expense
23
24
4
Total
$
23 $
24 $
4
17. Leases
We lease certain retail stores, supply chain facilities, office space, land, and equipment. Leases with an initial term
of 12 months or less are not recorded on the Consolidated Statements of Financial Position; we recognize lease
expense for these leases on a straight-line basis over the lease term. We combine lease and nonlease components
for new and reassessed leases.
Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to
50 years or more. The exercise of lease renewal options is at our sole discretion. Certain leases also include
options to purchase the leased property. The depreciable life of leased assets and leasehold improvements are
limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of
exercise. We use our incremental borrowing rate based on the information available at the commencement date in
determining the present value of lease payments.
Certain of our lease agreements require reimbursement of real estate taxes, common area maintenance, and
insurance, as well as rental payments based on a percentage of retail sales over contractual levels, and others
include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material
residual value guarantees or material restrictive covenants.
We rent or sublease certain real estate to third parties. Our lease and sublease portfolio consists mainly of
operating leases with CVS Pharmacy Inc. (CVS) for space within our stores.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
56
Leases
(millions)
Classification
February 1,
2025
February 3,
2024
Assets
Operating
Operating Lease Assets
$
3,763 $
3,362
Finance
Property and Equipment, Net (a)
1,557
1,470
Total leased assets
$
5,320 $
4,832
Liabilities
Current
Operating
Accrued and Other Current Liabilities
$
353 $
329
Finance
Current Portion of Long-term Debt and Other Borrowings
136
119
Noncurrent
Operating
Noncurrent Operating Lease Liabilities
3,582
3,279
Finance
Long-term Debt and Other Borrowings
2,025
1,894
Total lease liabilities
$
6,096 $
5,621
(a)
Finance lease assets are recorded net of accumulated amortization of $857 million and $743 million as of
February 1, 2025, and February 3, 2024, respectively.
Lease Cost
(millions)
Classification
2024
2023
2022
Operating lease cost (a)
SG&A Expenses (b)
$
641 $
550 $
467
Finance lease cost
Amortization of leased assets
Depreciation and Amortization (b)
146
136
133
Interest on lease liabilities
Net Interest Expense
77
71
68
Sublease income (c)
Net Sales
(15)
(20)
(19)
Net lease cost
$
849 $
737 $
649
(a)
2024, 2023, and 2022 include $132 million, $115 million, and $101 million, respectively, of short-term and
variable lease costs.
(b)
Supply chain-related amounts are included in Cost of Sales.
(c)
Sublease income excludes rental income from owned properties of $48 million in 2024, and $49 million for
each of 2023 and 2022, which is also included in Net Sales.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
57
Maturity of Lease Liabilities
Operating
Finance
(millions)
Leases (a)
Leases (b)
Total
2025
$
510 $
205 $
715
2026
507
203
710
2027
497
204
701
2028
469
206
675
2029
430
204
634
Thereafter
2,800
1,824
4,624
Total lease payments
$
5,213 $
2,846 $
8,059
Less: Interest
1,278
685
Present value of lease liabilities
$
3,935 $
2,161
(a)
Operating lease payments include $777 million related to options to extend lease terms that are reasonably
certain of being exercised and exclude $186 million of legally binding minimum lease payments for leases
signed but not yet commenced.
(b)
Finance lease payments include $245 million related to options to extend lease terms that are reasonably
certain of being exercised and exclude $128 million of legally binding minimum lease payments for leases
signed but not yet commenced.
Lease Term and Discount Rate
February 1,
2025
February 3,
2024
Weighted average remaining lease term (years)
Operating leases
11.8
12.0
Finance leases
13.9
14.6
Weighted average discount rate
Operating leases
4.51 %
4.22 %
Finance leases
3.88 %
3.69 %
Other Information
(millions)
2024
2023
2022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
$
490 $
479 $
364
Operating cash flows from finance leases
76
70
63
Financing cash flows from finance leases
139
147
100
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
58
18. Income Taxes
Earnings before income taxes were $5.3 billion, $5.3 billion, and $3.4 billion during 2024, 2023, and 2022,
respectively, including $1.1 billion, $1.2 billion, and $1.3 billion earned by our foreign entities subject to tax outside
of the U.S.
Tax Rate Reconciliation
2024
2023
2022
Federal statutory rate
21.0 %
21.0 %
21.0 %
State income taxes, net of the federal tax benefit
3.7
3.8
3.0
International
(1.1)
(1.3)
(2.1)
Excess tax benefit related to share-based payments
(0.1)
(0.3)
(1.6)
Federal tax credits
(0.8)
(0.8)
(1.5)
Other
(0.5)
(0.5)
(0.1)
Effective tax rate
22.2 %
21.9 %
18.7 %
Provision for Income Taxes
(millions)
2024
2023
2022
Current:
Federal
$
1,013 $
556 $
(84)
State
236
208
33
International
101
97
107
Total current
1,350
861
56
Deferred:
Federal
(184)
256
501
State
2
43
82
International
2
(1)
(1)
Total deferred
(180)
298
582
Total provision
$
1,170 $
1,159 $
638
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
59
Net Deferred Tax Asset / (Liability)
(millions)
February 1,
2025
February 3,
2024
Gross deferred tax assets:
Accrued and deferred compensation
$
423 $
392
Accruals and reserves not currently deductible
260
256
Self-insured benefits
207
180
Deferred occupancy income
109
118
Lease liabilities
1,600
1,468
Other
50
92
Total gross deferred tax assets
2,649
2,506
Gross deferred tax liabilities:
Property and equipment
(2,830)
(3,015)
Leased assets
(1,425)
(1,276)
Inventory
(484)
(500)
Other
(203)
(187)
Total gross deferred tax liabilities
(4,942)
(4,978)
Total net deferred tax liability (a)
$
(2,293) $
(2,472)
(a)
$10 million and $8 million of the balances as of February 1, 2025, and February 3, 2024, respectively, is
included in Other Noncurrent Assets.
We file a U.S. federal income tax return and income tax returns in various states and foreign jurisdictions. The U.S.
Internal Revenue Service (IRS) is currently auditing certain aspects of the U.S. federal income tax returns for years
2021 through 2023 and has completed exams for years 2020 and prior. With few exceptions, we are no longer
subject to state and local or non-U.S. income tax examinations by tax authorities for years before 2019.
Reconciliation of Gross Unrecognized Tax Benefits
(millions)
2024
2023
2022
Balance at beginning of period
$
352 $
233 $
125
Additions based on tax positions related to the current year
118
128
115
Additions for tax positions of prior years
22
8
21
Reductions for tax positions of prior years
(36)
(13)
(23)
Settlements
(23)
(4)
(5)
Balance at end of period
$
433 $
352 $
233
If we were to prevail on all unrecognized tax benefits recorded, the amount that would benefit the effective tax rate
was $206 million, $161 million, and $107 million as of February 1, 2025, February 3, 2024, and January 28, 2023,
respectively. In addition, the reversal of accrued interest and penalties would also benefit the effective tax rate.
Interest and penalties associated with unrecognized tax benefits are recorded within income tax expense. During
2024, 2023, and 2022, we recorded an expense / (benefit) from accrued interest and penalties of $13 million, $6
million, and $(4) million, respectively. As of February 1, 2025, February 3, 2024, and January 28, 2023, total
accrued interest and penalties were $21 million, $14 million, and $7 million, respectively.
It is reasonably possible that the amount of the unrecognized tax benefits with respect to our other unrecognized tax
positions will increase or decrease during the next twelve months; however, an estimate of the amount or range of
the change cannot be made at this time.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
60
19. Other Noncurrent Liabilities
Other Noncurrent Liabilities
(millions)
February 1,
2025
February 3,
2024
Deferred compensation
$
628 $
576
Workers' compensation and general liability
561
458
Deferred occupancy income (a)
388
419
Income and other taxes payable
338
272
Pension benefits
31
33
Other
169
181
Other Noncurrent Liabilities
$
2,115 $
1,939
(a)
To be amortized evenly through 2038.
20. Share Repurchase
We periodically repurchase shares of our common stock under a board-authorized repurchase program through a
combination of open market transactions, accelerated share repurchase arrangements, and other privately
negotiated transactions with financial institutions.
Share Repurchase Activity
(millions, except per share data)
2024
2023
2022
Total number of shares purchased
7.2
—
12.5
Average price paid per share (a)
$
141.72 $
— $
211.57
Total investment (a)
$
1,015 $
— $
2,646
(a)
Amounts include applicable excise tax and commissions.
21. Share-Based Compensation
We maintain a long-term incentive plan for key team members and non-employee members of our Board of
Directors. This plan allows us to grant equity-based compensation awards, including stock options, stock
appreciation rights, performance share units, restricted stock units, restricted stock awards, or a combination of
awards (collectively, share-based awards). The number of unissued common shares reserved for future grants
under this plan was 24.1 million as of February 1, 2025.
Compensation expense associated with share-based awards is recognized on a straight-line basis over the required
service period and reflects estimated forfeitures. Share-based compensation expense recognized in SG&A
Expenses was $307 million, $255 million, and $224 million, and the related income tax benefit was $66 million, $56
million, and $52 million, in 2024, 2023, and 2022, respectively.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
61
Restricted Stock Units
We issue restricted stock units and performance-based restricted stock units generally with 3-year cliff or 4-year
graduated vesting from the grant date (collectively restricted stock units) to certain team members. The final number
of shares issued under performance-based restricted stock units is based on our total shareholder return relative to
a retail peer group over a 3-year performance period. We also regularly issue restricted stock units to our Board of
Directors, which vest quarterly in the year they are granted and are settled in shares of Target common stock upon
departure from the Board. The fair value for restricted stock units is calculated based on our stock price on the date
of grant, incorporating an analysis of the total shareholder return performance measure where applicable. The
weighted average grant date fair value of restricted stock units was $165.21, $160.91, and $208.80 in 2024, 2023,
and 2022, respectively.
Restricted Stock Unit Activity
Total Nonvested Units
Restricted
Stock (a)
Grant Date
Fair Value (b)
February 3, 2024
3,796 $
171.61
Granted
2,477
165.21
Forfeited
(377)
171.47
Vested
(1,347)
167.39
February 1, 2025
4,549 $
169.59
(a)
Represents the number of shares of restricted stock units, in thousands. For performance-based restricted
stock units, assumes attainment of maximum payout rates as set forth in the performance criteria. Applying
actual or expected payout rates, the number of outstanding restricted stock units and performance-based
restricted stock units as of February 1, 2025, was 4.47 million.
(b)
Weighted average per unit.
The expense recognized each period is partially dependent upon our estimate of the number of shares that will
ultimately be issued. As of February 1, 2025, there was $429 million of total unrecognized compensation expense
related to restricted stock units, which is expected to be recognized over a weighted average period of 2.5 years.
The fair value of restricted stock units vested and converted to shares of Target common stock was $225 million,
$213 million, and $321 million in 2024, 2023, and 2022, respectively.
Performance Share Units
We issue performance share units to certain team members that represent shares potentially issuable in the future.
Issuance is based upon our performance, generally relative to a retail peer group, over a 3-year or 4-year
performance period on certain measures primarily including sales growth, after-tax return on invested capital, and
earnings per share growth. The fair value of performance share units is calculated based on our stock price on the
date of grant. The weighted average grant date fair value of performance share units was $164.92, $162.54, and
$216.63 in 2024, 2023, and 2022, respectively.
Performance Share Unit Activity
Total Nonvested Units
Performance
Share Units (a)
Grant Date
Fair Value (b)
February 3, 2024
1,494 $
182.98
Granted
753
164.92
Forfeited
(146)
175.94
Vested
(271)
179.31
February 1, 2025
1,830 $
177.15
(a)
Represents the number of performance share units, in thousands. Assumes attainment of maximum payout
rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of
outstanding performance share units as of February 1, 2025, was 0.87 million.
(b)
Weighted average per unit.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
62
The expense recognized each period is partially dependent upon our estimate of the number of shares that will
ultimately be issued. Future compensation expense for unvested awards could reach a maximum of $190 million
assuming payout of all unvested awards. The unrecognized expense is expected to be recognized over a weighted
average period of 1.3 years. The fair value of performance share units vested and converted to shares of Target
common stock was $46 million, $127 million, and $178 million in 2024, 2023, and 2022, respectively.
22. Defined Contribution Plans
Team members who meet eligibility requirements can participate in a defined contribution 401(k) plan by investing
up to 80 percent of their eligible earnings, as limited by statute or regulation. We match 100 percent of each team
member's contribution up to 5 percent of eligible earnings. Company match contributions are made to funds
designated by the participant, none of which are based on Target common stock.
In addition, we maintain an unfunded, nonqualified deferred compensation plan for a broad management group
whose participation in our 401(k) plan is limited by statute or regulation. These team members choose from a menu
of crediting rate alternatives that are generally the same as the investment choices in our 401(k) plan, but also
includes a fund based on Target common stock. We credit an additional 2 percent per year to the accounts of all
active participants, excluding executive officers, in part to recognize the risks inherent to their participation in this
plan. We also maintain a frozen, unfunded, nonqualified deferred compensation plan covering less than 50
participants. Our total liability under these plans was $684 million and $627 million as of February 1, 2025, and
February 3, 2024, respectively.
We mitigate our risk of offering the nonqualified plans through investing in company-owned life insurance and
prepaid forward contracts that substantially offset our economic exposure to the returns of these plans. These
investments are general corporate assets and are marked to market with the related gains and losses recognized in
the Consolidated Statements of Operations in the period they occur.
Plan Expenses
(millions)
2024
2023
2022
401(k) plan matching contributions expense
$
380 $
373 $
335
Nonqualified deferred compensation plans
Benefits expense / (income)
$
90 $
59 $
(15)
Related investment (income) / expense
(62)
(43)
40
Nonqualified plans net expense
$
28 $
16 $
25
23. Pension Plans
We have a U.S. qualified defined benefit pension plan covering team members who meet eligibility requirements.
This plan is closed to new participants. Active participants accrue benefits under a final average pay feature or a
cash balance feature. We also have unfunded, nonqualified pension plans for team members with qualified plan
compensation restrictions, as well as international plans. Eligibility and the level of benefits under all plans vary
depending on each team member's full-time or part-time status, date of hire, age, length of service, and/or
compensation.
Funded Status
Qualified Plan
Nonqualified and
International Plans
(millions)
2024
2023
2024
2023
Projected benefit obligations
$
3,225 $
3,436 $
64 $
60
Fair value of plan assets
3,346
3,493
25
21
Funded / (underfunded) status
$
121 $
57 $
(39) $
(39)
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
63
Contributions and Estimated Future Benefit Payments
Our pension obligations can be met over time through a combination of company contributions to these plans and
earnings on plan assets. In 2024 and 2023, we made no contributions to our qualified defined benefit pension plan.
We are not required to make any contributions to our qualified defined benefit pension plan in 2025. However,
depending on investment performance and plan funded status, we may elect to make a contribution.
Estimated Future Benefit Payments
(millions)
Pension
Benefits
2025
$
266
2026
197
2027
237
2028
244
2029
251
2030 - 2034
1,321
Cost of Plans
Net Pension Benefits (Income) / Expense
(millions)
Classification
2024
2023
2022
Service cost benefits earned
SG&A Expenses
$
80 $
79 $
94
Interest cost on projected benefit obligation
Net Other Income
166
166
117
Expected return on assets
Net Other Income
(279)
(269)
(234)
Amortization of losses
Net Other Income
—
1
61
Prior service cost
Net Other Income
8
11
10
Total
$
(25) $
(12) $
48
Assumptions
Benefit Obligation Weighted Average Assumptions
2024
2023
Discount rate
5.68 %
5.20 %
Average assumed rate of compensation increase
3.00
3.00
Cash balance plan interest crediting rate
4.64
4.64
Net Periodic Benefit Expense Weighted Average Assumptions
2024
2023
2022
Discount rate
5.20 %
4.83 %
3.30 %
Expected long-term rate of return on plan assets
7.00
6.50
5.60
Average assumed rate of compensation increase
3.00
3.00
3.00
Cash balance plan interest crediting rate
4.64
4.64
4.64
The weighted average assumptions used to measure net periodic benefit expense each year are the rates as of the
beginning of the year (i.e., the prior measurement date). Our most recent compound annual rate of return on
qualified plan assets was 1.2 percent, 3.9 percent, 6.3 percent, and 5.7 percent for the 5-year, 10-year, 15-year, and
20-year time periods, respectively.
The market-related value of plan assets is used in calculating the expected return on assets. Historical differences
between expected and actual returns are deferred and recognized in the market-related value over a 5-year period
from the year in which they occur.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
64
We review the expected long-term rate of return annually and revise it as appropriate. Additionally, we monitor the
mix of investments in our portfolio to ensure alignment with our long-term strategy to manage pension cost and
reduce volatility in our assets. Our 2024 expected annualized long-term rate of return assumptions were 7.0 percent
for domestic equity securities, 7.0 percent for international equity securities, 6.0 percent for long-duration debt
securities, 9.0 percent for balanced funds, and 8.0 percent for other investments. These estimates are a judgmental
matter in which we consider the composition of our asset portfolio, our historical long-term investment performance,
and current market conditions.
Benefit Obligation
Change in Projected Benefit Obligation
Qualified Plan
Nonqualified and
International Plans
(millions)
2024
2023
2024
2023
Benefit obligation at beginning of period
$
3,436 $
3,616 $
60 $
64
Service cost
72
76
8
3
Interest cost
164
164
2
2
Plan amendments
8
11
—
—
Actuarial gain (a)
(131)
(114)
(2)
(4)
Participant contributions
10
4
—
—
Benefits paid
(334)
(321)
(4)
(5)
Benefit obligation at end of period (b)
$
3,225 $
3,436 $
64 $
60
(a)
The actuarial gain was primarily driven by changes in the weighted average discount rate.
(b)
Accumulated benefit obligation—the present value of benefits earned to date assuming no future salary
growth—is materially consistent with the projected benefit obligation in each period presented.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
65
Plan Assets
Change in Plan Assets
Qualified Plan
Nonqualified and
International Plans
(millions)
2024
2023
2024
2023
Fair value of plan assets at beginning of period
$
3,493 $
3,691 $
21 $
17
Actual return on plan assets
177
119
1
1
Employer contributions
—
—
7
8
Participant contributions
10
4
—
—
Benefits paid
(334)
(321)
(4)
(5)
Fair value of plan assets at end of period
$
3,346 $
3,493 $
25 $
21
Our asset allocation policy is designed to reduce the long-term cost of funding our pension obligations. The plan
invests with both passive and active investment managers depending on the investment. The plan also seeks to
reduce the risk associated with adverse movements in interest rates by employing an interest rate hedging program,
which includes the use of derivative instruments.
Asset Category
Current Targeted
Allocation
Actual Allocation
2024
2023
Domestic equity securities (a)
14 %
14 %
12 %
International equity securities
8
8
8
Debt securities
50
50
52
Balanced funds
23
24
24
Other (b)
5
4
4
Total
100 %
100 %
100 %
(a)
Equity securities include our common stock in amounts substantially less than 1 percent of total plan assets
in both periods presented.
(b)
Other assets include private equity, high-yield debt, natural resources and timberland funds, derivative
instruments, and real estate.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
66
Fair Value Measurements
Fair Value as of
(millions)
Measurement
Level
January 31,
2025
January 31,
2024
Cash and cash equivalents
Level 1 $
6 $
5
Derivatives
Level 2
—
10
Government securities (a)
Level 2
488
551
Fixed income (b)
Level 2
1,163
1,195
1,657
1,761
Investments valued using NAV per share (c)
Fixed income
6
6
Private equity funds
55
64
Cash and cash equivalents
218
141
Common collective trusts
539
623
Balanced funds
803
825
Other
93
94
Total plan assets
$
3,371 $
3,514
(a)
Investments in government securities and long-term government bonds.
(b)
Investments in corporate and municipal bonds.
(c)
Certain investments that are measured at fair value using the net asset value per share (or its equivalent)
practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in
this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the
statement of financial position.
Position
Valuation Technique
Cash and cash equivalents
Carrying value approximates fair value.
Derivatives
Valuations are based on observable inputs to the valuation model (e.g., interest
rates and credit spreads). Model inputs are changed only when corroborated by
market data. A credit risk adjustment is made on each swap using observable
market credit spreads.
Government securities
and fixed income
Valued using matrix pricing models and quoted prices of securities with similar
characteristics.
Amounts Included in Shareholders' Investment
Actuarial gains and losses are recorded in Accumulated Other Comprehensive Loss (AOCI) and amortized using
the corridor approach. As of February 1, 2025, and February 3, 2024, pretax net actuarial losses recorded in AOCI
totaled $939 million and $969 million, respectively.
24. Accumulated Other Comprehensive Loss
Change in Accumulated Other Comprehensive Loss
(millions)
Cash Flow
Hedges
Currency
Translation
Adjustment
Pension
Total
February 3, 2024
$
283
$
(24)
$
(719)
$
(460)
Other comprehensive (loss) / income before
reclassifications
—
(3)
22
19
Amounts reclassified
(17) (a)
—
—
(17)
February 1, 2025
$
266
$
(27)
$
(697)
$
(458)
Note: Amounts are net of tax.
(a)
Represents amortization of gains and losses on cash flow hedges, net of $6 million of taxes, which is
recorded in Net Interest Expense.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
67
25. Segment Reporting
Our Chief Operating Decision Maker—our Chief Executive Officer—monitors our consolidated operating income
and net earnings to evaluate performance and make operating decisions. We operate as a single segment that
includes all of our operations, which are designed to enable guests to purchase products seamlessly in stores or
through our digital channels. Virtually all of our consolidated revenues are generated in the United States. The vast
majority of our properties and equipment are located within the United States.
Business Segment Results
(millions)
2024
2023
2022
Net sales
$
106,566 $
107,412 $
109,120
Cost of sales
Merchandising cost of sales (a)
68,884
70,652
74,436
Supply chain and digital fulfillment costs (a)
7,618
7,176
7,870
Total cost of sales
76,502
77,828
82,306
Selling, general and administrative expenses
21,969
21,462
20,581
Depreciation and amortization (exclusive of depreciation included in
cost of sales)
2,529
2,415
2,385
Operating income
$
5,566 $
5,707 $
3,848
Net interest expense
411
502
478
Net other income
(106)
(92)
(48)
Earnings before income taxes
5,261
5,297
3,418
Provision for income taxes
1,170
1,159
638
Net earnings
$
4,091 $
4,138 $
2,780
(a)
Note 3 provides a description of Merchandising Cost of Sales and Supply Chain and Digital Fulfillment
Costs.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Changes in 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
As of the end of the period covered by this Annual Report, we conducted an evaluation, under supervision and with
the participation of management, including the chief executive officer and chief financial officer, of the effectiveness
of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the
Securities Exchange Act of 1934, as amended (Exchange Act). Based upon that evaluation, our chief executive
officer and chief financial officer concluded that our disclosure controls and procedures are effective at a reasonable
assurance level. Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange
Act as controls and other procedures that are designed to ensure that information required to be disclosed by us in
reports filed with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by us in reports filed under the
Exchange Act is accumulated and communicated to our management, including our principal executive and
principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions
regarding required disclosure.
FINANCIAL STATEMENTS
Table of Contents
NOTES
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
68
For the Report of Management on Internal Control and the Report of Independent Registered Public Accounting
Firm on Internal Control over Financial Reporting, see Part II, Item 8, Financial Statements and Supplementary
Data.
Item 9B. Other Information
On December 5, 2024, Christina Hennington, Target’s Executive Vice President and Chief Strategy and Growth
Officer, adopted a written plan for the sale of Target common stock that is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c) under the Exchange Act. Ms. Hennington’s written plan covers 13,514 shares of Target
common stock in the aggregate. It provides for the sale of 11,965 shares of Target common stock and also provides
for a gift of 1,549 shares of Target common stock. This written plan is scheduled to expire on April 2, 2026.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
SUPPLEMENTAL INFORMATION
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
69
PART III
Certain information required by Part III is incorporated by reference from Target's definitive Proxy Statement for the
Annual Meeting of Shareholders to be held on June 11, 2025 (our Proxy Statement). Except for those portions
specifically incorporated in this Form 10-K by reference to the Proxy Statement, no other portions of the Proxy
Statement are deemed to be filed as part of this Form 10-K.
Item 10. Directors, Executive Officers and Corporate Governance
The following sections of the Proxy Statement are incorporated herein by reference:
•
Item one—Election of directors
•
General information about corporate governance and the Board—
◦
Committees
◦
Business ethics and conduct
•
Compensation Discussion and Analysis—Compensation policies and risk—Securities trading policy
•
Questions and answers about the 2025 Annual Meeting—Access to information—Question 16
•
Questions and answers about the 2025 Annual Meeting—Communications—Question 19
See also Part I, Item 1, Business of this Form 10-K.
Item 11. 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 (exclusive of Compensation tables—Pay versus performance disclosure)
•
Compensation & Human Capital Management Committee Report
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The following sections of the Proxy Statement are incorporated herein by reference:
•
Stock ownership information—
◦
Beneficial ownership of directors and executive officers
◦
Beneficial ownership of Target’s largest shareholders
•
Compensation tables—Equity compensation plan information
Item 13. Certain Relationships and Related Transactions, and Director Independence
The following sections of the Proxy Statement are incorporated herein by reference:
•
General information about corporate governance and the Board—
◦
Committees
◦
Director independence
◦
Policy on transactions with related persons
Item 14. Principal Accountant Fees and Services
The following section of the Proxy Statement is incorporated herein by reference:
•
Item two—Ratification of the appointment of Ernst & Young LLP as our independent registered public
accounting firm—Audit and non-audit fees
SUPPLEMENTAL INFORMATION
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
70
PART IV
Item 15. Exhibits, Financial Statement Schedules
The following information required under this item is filed as part of this report:
a)
(1) Financial Statements
•
Consolidated Statements of Operations for the Years Ended February 1, 2025, February 3, 2024, and
January 28, 2023
•
Consolidated Statements of Comprehensive Income for the Years Ended February 1, 2025, February 3,
2024, and January 28, 2023
•
Consolidated Statements of Financial Position as of February 1, 2025, and February 3, 2024
•
Consolidated Statements of Cash Flows for the Years Ended February 1, 2025, February 3, 2024, and
January 28, 2023
•
Consolidated Statements of Shareholders' Investment for the Years Ended February 1, 2025, February 3,
2024, and January 28, 2023
•
Notes to Consolidated Financial Statements
•
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (PCAOB
ID: 42)
(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.
SUPPLEMENTAL INFORMATION
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
71
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 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).
4.1
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).
10.3 *
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).
SUPPLEMENTAL INFORMATION
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
72
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).
10.19
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).
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).
10.19.2
Amendment 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.
SUPPLEMENTAL INFORMATION
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
73
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.
10.22.2
Second 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
97.1
Target 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.
Item 16. Form 10-K Summary
Not applicable.
SUPPLEMENTAL INFORMATION
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
74
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TARGET CORPORATION
By:
Date: March 12, 2025
Jim Lee
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: March 12, 2025
Brian C. Cornell
Chair of the Board and Chief Executive Officer
(Principal Executive Officer)
Date: March 12, 2025
Jim Lee
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: March 12, 2025
Matthew A. Liegel
Senior Vice President, Chief Accounting Officer
and Controller
(Principal Accounting Officer)
DAVID P. ABNEY
DOUGLAS M. BAKER, JR.
GEORGE S. BARRETT
GAIL K. BOUDREAUX
ROBERT L. EDWARDS
DONALD R. KNAUSS
CHRISTINE A. LEAHY
MONICA C. LOZANO
GRACE PUMA
DERICA W. RICE
DMITRI L. STOCKTON
Constituting a majority of the Board of Directors
Jim Lee, by signing his 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:
Date: March 12, 2025
Jim Lee
Attorney-in-fact
SUPPLEMENTAL INFORMATION
Table of Contents
Index to Financial Statements
TARGET CORPORATION
2024 Form 10-K
75
Shareholder Information
Annual Meeting
The 2025 Annual Meeting of Shareholders is scheduled for June 11, 2025 at
12:00 p.m. (Central Daylight Time) online at virtualshareholdermeeting.com/TGT2025.
We are holding the 2025 Annual Meeting in a virtual-only meeting format.
Shareholder Information
Quarterly and annual shareholder information (including the Form 10-Q
Quarterly Reports and Form 10-K Annual Report, which are filed with the
Securities and Exchange Commission) is available at no charge to shareholders
at corporate.target.com/investors. To obtain copies of these materials, you may send
an e-mail to investorrelations@target.com, call 1-800-775-3110, or write to: Target
Corporation, Attn: John Hulbert, VP, Investor Relations, 1000 Nicollet Mall (TPN-1220),
Minneapolis, Minnesota 55403.
Transfer Agent, Registrar and
EQ Shareowner Services
Dividend Disbursing Agent
Stock Exchange Listing
Trading Symbol: TGT
New York Stock Exchange
Shareholder Assistance
For assistance regarding individual stock records, lost certificates, name or address
changes, dividend or tax questions, call EQ Shareowner Services at 1-800-794-9871,
access their website at www.shareowneronline.com, or write to: EQ Shareowner
Services, P.O. Box 64874, St. Paul, Minnesota 55164-0874.
Direct Stock Purchase/
EQ Shareowner Services administers a direct purchase plan that allows interested
Dividend Reinvestment Plan
investors to purchase Target Corporation stock directly, rather than through a broker,
and become a registered shareholder of the company. The program offers many features
including dividend reinvestment. For detailed information regarding this program, call
EQ Shareowner Services toll free at 1-800-794-9871 or write to: EQ Shareowner Services,
P.O. Box 64874, St. Paul, Minnesota 55164-0874.
Shareholder Information
©2024 Target Brands, Inc. The Bullseye Design and Target are trademarks of Target Brands, Inc.
Directors and Management
Directors
David P. Abney
Former Chairman and Chief Executive
Officer, United Parcel Service, Inc. (1) (4)
Douglas M. Baker, Jr.
Founding Partner, E2SG Partners, LP /
Former Chairman and Chief Executive
Officer, Ecolab Inc. (2) (3)
George S. Barrett
Founder, The Overtone Group, L.L.C. /
Former Chairman and Chief Executive
Officer, Cardinal Health, Inc. (2) (3)
Gail K. Boudreaux
President and Chief Executive Officer,
Elevance Health, Inc. (1) (4)
Brian C. Cornell
Chair and Chief Executive Officer,
Target Corporation
Robert L. Edwards
Former President and Chief Executive
Officer, Safeway Inc. (1) (4)
Donald R. Knauss
Former Chairman and Chief Executive
Officer, The Clorox Company (2) (4)
Christine A. Leahy
Chair, President and Chief Executive
Officer, CDW Corporation / Lead
Independent Director,
Target Corporation (2) (3)
Monica C. Lozano
Former Chair and Chief Executive Officer,
ImpreMedia, LLC (2) (3)
Grace Puma
Former Executive Vice President, Chief
Operations Officer, PepsiCo, Inc. (1) (4)
Derica W. Rice
Former Executive Vice President,
CVS Health Corporation / Former
President, CVS Caremark (1) (4)
Dmitri L. Stockton
Former Senior Vice President and
Special Advisor to the Chairman,
General Electric Company (1) (3)
Leadership Team
Katie M. Boylan
Executive Vice President and
Chief Corporate Affairs Officer*
Brian C. Cornell
Chair and Chief Executive Officer*
Adrienne L. Costanzo
Executive Vice President and
Chief Stores Officer
Kiera A. Fernandez
Executive Vice President and
Chief Community and Stakeholder
Engagement Officer
Michael J. Fiddelke
Executive Vice President
and Chief Operating Officer*
Richard H. Gomez
Executive Vice President
and Chief Commercial Officer*
A. Christina Hennington
Executive Vice President and
Chief Strategy and Growth Officer*
Melissa K. Kremer
Executive Vice President and
Chief Human Resources Officer*
Jim Lee
Executive Vice President and
Chief Financial Officer*
Gretchen S. McCarthy
Executive Vice President and
Chief Supply Chain and Logistics Officer
Lisa R. Roath
Executive Vice President and
Chief Merchandising Officer of
Food, Essentials and Beauty
Jill K. Sando
Executive Vice President and Chief
Merchandising Officer of Apparel and
Accessories, Home and Hardlines
Cara A. Sylvester
Executive Vice President and
Chief Guest Experience Officer*
(1) Audit & Risk Committee
(2) Compensation & Human Capital Management Committee
(3) Governance & Sustainability Committee
(4) Infrastructure & Finance Committee
* Denotes an Executive Officer subject to Section 16 of the Securities Exchange Act of 1934.
Sarah I. Travis
Executive Vice President
and Chief Digital and Revenue Officer
Amy Tu
Executive Vice President and
Chief Legal and Compliance Officer
and Corporate Secretary*
Prat Vemana
Executive Vice President and
Chief Information and Product Officer
Neenah environment® PC 100 White papers
are manufactured with 100% renewable
green energy. Our 100% post‑consumer
recycled papers are manufactured from
sustainable raw materials and are processed
using chlorine-free practices.
1000 Nicollet Mall
Minneapolis, MN 55403
612.304.6073
View the digital version of our Annual Report
at Target.com/annualreport.