Market Cap
$42,418,726,053
Enterprise Value
$43,227,726,053
Average Volume
$7,810,359
Consumer Goods
TARGET CORP - TGT
$93.11
+2.65
(2.93%)
Valuation & Solvency
P/Tangible Book
2.90
P/E
10.40
P/S
0.40
EV/EBITDA
7.61
EV/Sales
0.41
EV/FCF
9.66
Dividend Yield
4.79%
Payout Ratio
50.01%
Total Debt
$4,865,000,000
Cash & Marketable Securities
$4,762,000,000
Quick Ratio
0.32
Debt/Equity
0.36
Net Debt/EBITDA
0.14
Interest Coverage Ratio
13.54
About
Industry
Discount Stores
Exchange
NYSE
Country
US
Beta
1.28
Company Description
▶
Target Corporation operates as a general merchandise retailer in the United States. The company offers food assortments, including perishables, dry grocery, dairy, and frozen items; apparel, accessories, home décor products, electronics, toys, seasonal offerings, food, and other merchandise; and beauty and household essentials. It also provides in-store amenities, such as Target Café, Target Optical, Starbucks, and other food service offerings. The company sells its products through its stores; and digital channels, including Target.com. As of March 09, 2022, the company operated approximately 2,000 stores. Target Corporation was incorporated in 1902 and is headquartered in Minneapolis, Minnesota.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549
FORM
10-K
(Mark One)
For the fiscal year ended
February 1
, 2025
OR
For the transition period from ____ to ____
Commission File Number
1-6049
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Address of principal executive offices)
(I.R.S. Employer Identification No.)
(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 | ||||||||||||
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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.
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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Emerging growth company
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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, wa
s
$
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
TABLE OF CONTENTS
| TARGET CORPORATION |
|
2024 Form 10-K |
1
|
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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.
| TARGET CORPORATION |
|
2024 Form 10-K |
2
|
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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 | |||||||||||||||
(a)
2023 consisted of 53 weeks. The extra week in 2023 contributed $1.7 billion of Net Sales.
| TARGET CORPORATION |
|
2024 Form 10-K |
3
|
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Merchandise Sales by Fulfillment Channel
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
| TARGET CORPORATION |
|
2024 Form 10-K |
4
|
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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
| TARGET CORPORATION |
|
2024 Form 10-K |
5
|
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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.
| TARGET CORPORATION |
|
2024 Form 10-K |
6
|
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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.
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," ha
ve 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.
| TARGET CORPORATION |
|
2024 Form 10-K |
7
|
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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 | ||||||
| TARGET CORPORATION |
|
2024 Form 10-K |
8
|
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| RISK FACTORS | ||||||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
9
|
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| RISK FACTORS | ||||||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
10
|
||||||||
| RISK FACTORS | ||||||||
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
| TARGET CORPORATION |
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2024 Form 10-K |
11
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| RISK FACTORS | ||||||||
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.
| TARGET CORPORATION |
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2024 Form 10-K |
12
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| RISK FACTORS | ||||||||
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.
| TARGET CORPORATION |
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2024 Form 10-K |
13
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| RISK FACTORS | ||||||||
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.
| TARGET CORPORATION |
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2024 Form 10-K |
14
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| RISK FACTORS | ||||||||
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.
| TARGET CORPORATION |
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2024 Form 10-K |
15
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| RISK FACTORS | ||||||||
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.
| TARGET CORPORATION |
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2024 Form 10-K |
16
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| RISK FACTORS | ||||||||
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.
| TARGET CORPORATION |
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2024 Form 10-K |
17
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RISK FACTORS & UNRESOLVED STAFF COMMENTS
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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.
| TARGET CORPORATION |
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2024 Form 10-K |
18
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| CYBERSECURITY | ||||||||
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:
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safely receive, protect, and store that information;
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collect, use, and share that information appropriately; and
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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
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| 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
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| Management |
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Our program and practices regarding information security, cybersecurity, and data privacy include the following:
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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.
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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.
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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.
| TARGET CORPORATION |
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2024 Form 10-K |
19
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| CYBERSECURITY | ||||||||
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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.
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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.
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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.
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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.
| TARGET CORPORATION |
|
2024 Form 10-K |
20
|
||||||||
| PROPERTIES | ||||||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
21
|
||||||||
| LEGAL PROCEEDINGS & MINE SAFETY DISCLOSURES | ||||||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
22
|
||||||||
| OTHER INFORMATION | ||||||||
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 | |||||||||||||||||
| TARGET CORPORATION |
|
2024 Form 10-K |
23
|
||||||||
| OTHER INFORMATION | ||||||||
| 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]
| TARGET CORPORATION |
|
2024 Form 10-K |
24
|
||||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | ||||||||
| EXECUTIVE OVERVIEW & FINANCIAL SUMMARY | ||||||||
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 dealworthy
TM
— our new low-price line of essentials — and Auden
TM
, Cat & Jack
TM
, Gigglescape
TM
, and up&up
TM
, 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.
| TARGET CORPORATION |
|
2024 Form 10-K |
25
|
||||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | ||||||||
| FINANCIAL SUMMARY | ||||||||
|
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
26
|
||||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | ||||||||
| ANALYSIS OF OPERATIONS | ||||||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
27
|
||||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | ||||||||
| ANALYSIS OF OPERATIONS | ||||||||
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
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
28
|
||||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | ||||||||
| ANALYSIS OF OPERATIONS & OTHER PERFORMANCE FACTORS | ||||||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
29
|
||||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | ||||||||
| RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | ||||||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
30
|
||||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | ||||||||
| RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | ||||||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
31
|
||||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | ||||||||
| ANALYSIS OF FINANCIAL CONDITION | ||||||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
32
|
||||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | ||||||||
| ANALYSIS OF FINANCIAL CONDITION | ||||||||
Capital Expenditures
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
33
|
||||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | ||||||||
| ANALYSIS OF FINANCIAL CONDITION | ||||||||
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:
| TARGET CORPORATION |
|
2024 Form 10-K |
34
|
||||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | ||||||||
| ANALYSIS OF FINANCIAL CONDITION | ||||||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
35
|
||||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | ||||||||
| ANALYSIS OF FINANCIAL CONDITION & NEW ACCOUNTING PRONOUNCEMENTS | ||||||||
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.
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
36
|
||||||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS | ||||||||
| FORWARD LOOKING STATEMENTS & QUANTITATIVE AND QUALITATIVE DISCLOSURES | ||||||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
37
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| INDEX | ||||||||
Item 8. Financial Statements and Supplementary Data
| INDEX TO CONSOLIDATED FINANCIAL STATEMENTS | |||||||||||
| TARGET CORPORATION |
|
2024 Form 10-K |
38
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| REPORTS | ||||||||
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.
| /s/ Brian C. Cornell |
/s/ Jim Lee
|
|||||||
|
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
39
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| REPORTS | ||||||||
| 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
| TARGET CORPORATION |
|
2024 Form 10-K |
40
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| REPORTS | ||||||||
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.
| /s/ Brian C. Cornell |
/s/ Jim Lee
|
|||||||
|
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
March 12, 2025
| TARGET CORPORATION |
|
2024 Form 10-K |
41
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
Consolidated Statements of Operations
| (millions, except per share data) | 2024 | 2023 | 2022 | ||||||||
|
Net sales
|
$ |
|
$ |
|
$ |
|
|||||
| Cost of sales |
|
|
|
||||||||
|
Selling, general, and administrative expenses
|
|
|
|
||||||||
|
Depreciation and amortization (exclusive of depreciation included in cost of sales)
|
|
|
|
||||||||
|
Operating income
|
|
|
|
||||||||
| Net interest expense |
|
|
|
||||||||
|
Net other income
|
(
|
(
|
(
|
||||||||
| Earnings before income taxes |
|
|
|
||||||||
| Provision for income taxes |
|
|
|
||||||||
| Net earnings | $ |
|
$ |
|
$ |
|
|||||
| Basic earnings per share | $ |
|
$ |
|
$ |
|
|||||
| Diluted earnings per share | $ |
|
$ |
|
$ |
|
|||||
| Weighted average common shares outstanding | |||||||||||
| Basic |
|
|
|
||||||||
| Diluted |
|
|
|
||||||||
| Antidilutive shares |
|
|
|
||||||||
Note: 2023 consisted of 53 weeks compared with 52 weeks in 2024 and 2022.
| TARGET CORPORATION |
|
2024 Form 10-K |
42
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
Consolidated Statements of Comprehensive Income
| (millions) | 2024 | 2023 | 2022 | ||||||||
| Net earnings | $ |
|
$ |
|
$ |
|
|||||
|
Other comprehensive income / (loss), net of tax
|
|||||||||||
|
Pension benefit liabilities
|
|
(
|
(
|
||||||||
|
Currency translation adjustment and cash flow hedges
|
(
|
(
|
|
||||||||
|
Other comprehensive income / (loss)
|
|
(
|
|
||||||||
|
Comprehensive income
|
$ |
|
$ |
|
$ |
|
|||||
Note: 2023 consisted of 53 weeks compared with 52 weeks in 2024 and 2022.
| TARGET CORPORATION |
|
2024 Form 10-K |
43
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
Consolidated Statements of Financial Position
| (millions, except footnotes) | February 1, 2025 | February 3, 2024 | ||||||
| Assets | ||||||||
| Cash and cash equivalents | $ |
|
$ |
|
||||
| Inventory |
|
|
||||||
| Other current assets |
|
|
||||||
| Total current assets |
|
|
||||||
| Property and equipment | ||||||||
| Land |
|
|
||||||
| Buildings and improvements |
|
|
||||||
| Fixtures and equipment |
|
|
||||||
| Computer hardware and software |
|
|
||||||
| Construction-in-progress |
|
|
||||||
| Accumulated depreciation |
(
|
(
|
||||||
| Property and equipment, net |
|
|
||||||
| Operating lease assets |
|
|
||||||
| Other noncurrent assets |
|
|
||||||
| Total assets | $ |
|
$ |
|
||||
| Liabilities and shareholders' investment | ||||||||
| Accounts payable | $ |
|
$ |
|
||||
| Accrued and other current liabilities |
|
|
||||||
| Current portion of long-term debt and other borrowings |
|
|
||||||
|
Total current liabilities
|
|
|
||||||
| Long-term debt and other borrowings |
|
|
||||||
| Noncurrent operating lease liabilities |
|
|
||||||
| Deferred income taxes |
|
|
||||||
| Other noncurrent liabilities |
|
|
||||||
| Total noncurrent liabilities |
|
|
||||||
| Shareholders' investment | ||||||||
| Common stock |
|
|
||||||
| Additional paid-in capital |
|
|
||||||
| Retained earnings |
|
|
||||||
| Accumulated other comprehensive loss |
(
|
(
|
||||||
| Total shareholders' investment |
|
|
||||||
| Total liabilities and shareholders' investment | $ |
|
$ |
|
||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
44
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
Consolidated Statements of Cash Flows
| (millions) | 2024 | 2023 | 2022 | ||||||||
| Operating activities | |||||||||||
|
Net earnings
|
$ |
|
$ |
|
$ |
|
|||||
| Adjustments to reconcile net earnings to cash provided by operations: | |||||||||||
| Depreciation and amortization |
|
|
|
||||||||
| Share-based compensation expense |
|
|
|
||||||||
| Deferred income taxes |
(
|
|
|
||||||||
|
Noncash losses / (gains) and other, net
|
|
|
|
||||||||
| Changes in operating accounts: | |||||||||||
| Inventory |
(
|
|
|
||||||||
| Other assets |
(
|
(
|
|
||||||||
| Accounts payable |
|
(
|
(
|
||||||||
| Accrued and other liabilities |
|
|
(
|
||||||||
| Cash provided by operating activities |
|
|
|
||||||||
| Investing activities | |||||||||||
| Expenditures for property and equipment |
(
|
(
|
(
|
||||||||
| Proceeds from disposal of property and equipment |
|
|
|
||||||||
| Other investments |
|
|
|
||||||||
| Cash required for investing activities |
(
|
(
|
(
|
||||||||
| Financing activities | |||||||||||
| Additions to long-term debt |
|
|
|
||||||||
| Reductions of long-term debt |
(
|
(
|
(
|
||||||||
| Dividends paid |
(
|
(
|
(
|
||||||||
| Repurchase of stock |
(
|
|
(
|
||||||||
|
Shares withheld for taxes on share-based compensation
|
(
|
(
|
(
|
||||||||
| Stock option exercises |
|
|
|
||||||||
| Cash required for financing activities |
(
|
(
|
(
|
||||||||
|
Net increase / (decrease) in cash and cash equivalents
|
|
|
(
|
||||||||
| Cash and cash equivalents at beginning of period |
|
|
|
||||||||
| Cash and cash equivalents at end of period | $ |
|
$ |
|
$ |
|
|||||
| Supplemental information | |||||||||||
| Interest paid, net of capitalized interest | $ |
|
$ |
|
$ |
|
|||||
| Income taxes paid |
|
|
|
||||||||
| Leased assets obtained in exchange for new finance lease liabilities |
|
|
|
||||||||
| Leased assets obtained in exchange for new operating lease liabilities |
|
|
|
||||||||
Note: 2023 consisted of 53 weeks compared with 52 weeks in 2024 and 2022.
| TARGET CORPORATION |
|
2024 Form 10-K |
45
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
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 |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||
| Net earnings | — | — | — |
|
— |
|
||||||||||||||
| Other comprehensive income | — | — | — | — |
|
|
||||||||||||||
| Dividends declared | — | — | — |
(
|
— |
(
|
||||||||||||||
| Repurchase of stock |
(
|
(
|
|
(
|
— |
(
|
||||||||||||||
|
Share-based compensation
|
|
— |
|
— | — |
|
||||||||||||||
| January 28, 2023 |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||
| Net earnings | — | — | — |
|
— |
|
||||||||||||||
|
Other comprehensive loss
|
— | — | — | — |
(
|
(
|
||||||||||||||
| Dividends declared | — | — | — |
(
|
— |
(
|
||||||||||||||
|
Share-based compensation
|
|
— |
|
— | — |
|
||||||||||||||
| February 3, 2024 |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||
| Net earnings | — | — | — |
|
— |
|
||||||||||||||
|
Other comprehensive income
|
— | — | — | — |
|
|
||||||||||||||
| Dividends declared | — | — | — |
(
|
— |
(
|
||||||||||||||
| Repurchase of stock |
(
|
(
|
— |
(
|
— |
(
|
||||||||||||||
|
Share-based compensation
|
|
|
|
— | — |
|
||||||||||||||
| February 1, 2025 |
|
$ |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
46
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
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.
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
47
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
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)
|
$ |
|
$ |
|
$ |
|
|||||
|
Beauty
(b)
|
|
|
|
||||||||
|
Food and beverage
(c)
|
|
|
|
||||||||
|
Hardlines
(d)
|
|
|
|
||||||||
|
Home furnishings and décor
(e)
|
|
|
|
||||||||
|
Household essentials
(f)
|
|
|
|
||||||||
| Other merchandise sales |
|
|
|
||||||||
| Merchandise sales |
|
|
|
||||||||
|
Advertising revenue
|
|
|
|
||||||||
| Credit card profit sharing |
|
|
|
||||||||
| Other |
|
|
|
||||||||
|
Net sales
|
$ |
|
$ |
|
$ |
|
|||||
(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.
| TARGET CORPORATION |
|
2024 Form 10-K |
48
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
|
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)
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
(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:
|
|
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
49
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
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.
5
.
Advertising Costs
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 | $ |
|
$ |
|
||||||||||||||
|
Prepaid forward contracts
(b)
|
Other Current Assets | Level 1 |
|
|
||||||||||||||||
| Liabilities | ||||||||||||||||||||
|
Interest rate swaps
(c)
|
Other Current Liabilities | Level 2 |
|
|
||||||||||||||||
|
Interest rate swaps
(c)
|
Other Noncurrent Liabilities | Level 2 |
|
|
||||||||||||||||
(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.
| TARGET CORPORATION |
|
2024 Form 10-K |
50
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
|
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)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||
(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 | $ |
|
$ |
|
||||
|
Receivables from third-party financial institutions for credit and debit card transactions
|
|
|
||||||
| Short-term investments |
|
|
||||||
|
Cash and Cash Equivalents
(a)
|
$ |
|
$ |
|
||||
(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.
| TARGET CORPORATION |
|
2024 Form 10-K |
51
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
9.
Other Current Assets
|
Other Current Assets
(millions)
|
February 1, 2025 | February 3, 2024 | ||||||
| Accounts and other receivables | $ |
|
$ |
|
||||
| Vendor income receivable |
|
|
||||||
| Prepaid expenses |
|
|
||||||
| Other |
|
|
||||||
| Other Current Assets | $ |
|
$ |
|
||||
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 |
|
||||
| Fixtures and equipment |
|
||||
| Computer hardware and software |
|
||||
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)
|
$ |
|
$ |
|
||||
|
Company-owned life insurance investments, net of loans
(b)
|
|
|
||||||
|
Pension asset
|
|
|
||||||
| Other |
|
|
||||||
| Other Noncurrent Assets | $ |
|
$ |
|
||||
(a)
No
impairments were recorded in 2024, 2023, or 2022 as a result of the annual goodwill impairment tests performed.
| TARGET CORPORATION |
|
2024 Form 10-K |
52
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
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 | |||||||||||||||||||
|
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||
13.
Accrued and Other Current Liabilities
|
Accrued and Other Current Liabilities
(millions)
|
February 1, 2025 | February 3, 2024 | ||||||
| Wages and benefits | $ |
|
$ |
|
||||
|
Gift card liability, net of estimated breakage
|
|
|
||||||
|
Real estate, sales, and other taxes payable
|
|
|
||||||
| Dividends payable |
|
|
||||||
| Current portion of operating lease liabilities |
|
|
||||||
| Income tax payable |
|
|
||||||
|
Workers' compensation and general liability
(a)
|
|
|
||||||
| Interest payable |
|
|
||||||
| Other |
|
|
||||||
| Accrued and Other Current Liabilities | $ |
|
$ |
|
||||
(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.
| TARGET CORPORATION |
|
2024 Form 10-K |
53
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
54
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
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 |
|
% | $ |
|
$ |
|
|||||||||||
| Due 2025-2029 |
|
|
|
||||||||||||||
| Due 2030-2034 |
|
|
|
||||||||||||||
| Due 2035-2039 |
|
|
|
||||||||||||||
| Due 2040-2044 |
|
|
|
||||||||||||||
| Due 2045-2049 |
|
|
|
||||||||||||||
| Due 2050-2054 |
|
|
|
||||||||||||||
| Total notes and debentures |
|
|
|||||||||||||||
| Swap valuation adjustments |
(
|
(
|
|||||||||||||||
| Finance lease liabilities |
|
|
|||||||||||||||
| Less: Amounts due within one year |
(
|
(
|
|||||||||||||||
| Long-term debt and other borrowings | $ |
|
$ |
|
|||||||||||||
|
Required Principal Payments
(millions)
|
2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | ||||||||||||||
| Total required principal payments | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
55
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
|
Effect of Hedges on Debt
(millions)
|
February 1, 2025 | February 3, 2024 | ||||||
| Long-term debt and other borrowings | ||||||||
| $ |
|
$ |
|
|||||
| Cumulative hedging adjustments, included in carrying amount |
(
|
(
|
||||||
|
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
|
$ |
|
$ |
(
|
$ |
(
|
|||||
| Hedged debt |
(
|
|
|
||||||||
| Gain on cash flow hedges recognized in Net Interest Expense |
|
|
|
||||||||
|
|
$ |
|
$ |
|
$ |
|
|||||
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
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
56
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
|
Leases
(millions)
|
Classification | February 1, 2025 | February 3, 2024 | ||||||||
| Assets | |||||||||||
| Operating | Operating Lease Assets | $ |
|
$ |
|
||||||
| Finance |
|
|
|
||||||||
| Total leased assets | $ |
|
$ |
|
|||||||
| Liabilities | |||||||||||
| Current | |||||||||||
|
Operating
|
$ |
|
$ |
|
|||||||
|
Finance
|
|
|
|
||||||||
| Noncurrent | |||||||||||
|
Operating
|
Noncurrent Operating Lease Liabilities |
|
|
||||||||
|
Finance
|
|
|
|||||||||
| Total lease liabilities | $ |
|
$ |
|
|||||||
(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)
|
$ |
|
$ |
|
$ |
|
|||||||
| Finance lease cost | ||||||||||||||
|
Amortization of leased assets
|
Depreciation and Amortization
(b)
|
|
|
|
||||||||||
|
Interest on lease liabilities
|
Net Interest Expense |
|
|
|
||||||||||
|
Sublease income
(c)
|
Net Sales
|
(
|
(
|
(
|
||||||||||
| Net lease cost | $ |
|
$ |
|
$ |
|
||||||||
(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.
| TARGET CORPORATION |
|
2024 Form 10-K |
57
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
|
Maturity of Lease Liabilities
|
Operating
|
Finance
|
|||||||||
|
(millions)
|
Leases
(a)
|
Leases
(b)
|
Total | ||||||||
| 2025 | $ |
|
$ |
|
$ |
|
|||||
| 2026 |
|
|
|
||||||||
| 2027 |
|
|
|
||||||||
| 2028 |
|
|
|
||||||||
| 2029 |
|
|
|
||||||||
| Thereafter |
|
|
|
||||||||
| Total lease payments | $ |
|
$ |
|
$ |
|
|||||
| Less: Interest |
|
|
|||||||||
|
Present value of lease liabilities
|
$ |
|
$ |
|
|||||||
(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.
| Lease Term and Discount Rate | February 1, 2025 | February 3, 2024 | ||||||
| Weighted average remaining lease term (years) | ||||||||
|
Operating leases
|
|
|
||||||
|
Finance leases
|
|
|
||||||
| Weighted average discount rate | ||||||||
|
Operating leases
|
|
% |
|
% | ||||
|
Finance leases
|
|
% |
|
% | ||||
|
Other Information
(millions)
|
2024 | 2023 | 2022 | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities | |||||||||||
|
Operating cash flows from operating leases
|
$ |
|
$ |
|
$ |
|
|||||
|
Operating cash flows from finance leases
|
|
|
|
||||||||
|
Financing cash flows from finance leases
|
|
|
|
||||||||
| TARGET CORPORATION |
|
2024 Form 10-K |
58
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
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 |
|
% |
|
% |
|
% | |||||
| State income taxes, net of the federal tax benefit |
|
|
|
||||||||
| International |
(
|
(
|
(
|
||||||||
| Excess tax benefit related to share-based payments |
(
|
(
|
(
|
||||||||
| Federal tax credits |
(
|
(
|
(
|
||||||||
| Other |
(
|
(
|
(
|
||||||||
| Effective tax rate |
|
% |
|
% |
|
% | |||||
|
Provision for Income Taxes
(millions)
|
2024 | 2023 | 2022 | ||||||||
| Current: | |||||||||||
| Federal | $ |
|
$ |
|
$ |
(
|
|||||
| State |
|
|
|
||||||||
| International |
|
|
|
||||||||
| Total current |
|
|
|
||||||||
| Deferred: | |||||||||||
| Federal |
(
|
|
|
||||||||
| State |
|
|
|
||||||||
| International |
|
(
|
(
|
||||||||
| Total deferred |
(
|
|
|
||||||||
| Total provision | $ |
|
$ |
|
$ |
|
|||||
| TARGET CORPORATION |
|
2024 Form 10-K |
59
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
|
Net Deferred Tax Asset
/
(Liability)
(millions)
|
February 1, 2025 | February 3, 2024 | ||||||
| Gross deferred tax assets: | ||||||||
| Accrued and deferred compensation | $ |
|
$ |
|
||||
| Accruals and reserves not currently deductible |
|
|
||||||
| Self-insured benefits |
|
|
||||||
| Deferred occupancy income |
|
|
||||||
| Lease liabilities |
|
|
||||||
| Other |
|
|
||||||
| Total gross deferred tax assets |
|
|
||||||
| Gross deferred tax liabilities: | ||||||||
| Property and equipment |
(
|
(
|
||||||
| Leased assets |
(
|
(
|
||||||
| Inventory |
(
|
(
|
||||||
| Other |
(
|
(
|
||||||
| Total gross deferred tax liabilities |
(
|
(
|
||||||
|
Total net deferred tax liability
(a)
|
$ |
(
|
$ |
(
|
||||
(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 | $ |
|
$ |
|
$ |
|
|||||
| Additions based on tax positions related to the current year |
|
|
|
||||||||
| Additions for tax positions of prior years |
|
|
|
||||||||
| Reductions for tax positions of prior years |
(
|
(
|
(
|
||||||||
| Settlements |
(
|
(
|
(
|
||||||||
| Balance at end of period | $ |
|
$ |
|
$ |
|
|||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
60
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
19.
Other Noncurrent Liabilities
|
Other Noncurrent Liabilities
(millions)
|
February 1, 2025 | February 3, 2024 | ||||||
| Deferred compensation | $ |
|
$ |
|
||||
| Workers' compensation and general liability |
|
|
||||||
|
Deferred occupancy income
(a)
|
|
|
||||||
| Income and other taxes payable |
|
|
||||||
| Pension benefits |
|
|
||||||
| Other |
|
|
||||||
| Other Noncurrent Liabilities | $ |
|
$ |
|
||||
(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 |
|
|
|
||||||||
|
Average price paid per share
(a)
|
$ |
|
$ |
|
$ |
|
|||||
|
Total investment
(a)
|
$ |
|
$ |
|
$ |
|
|||||
(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.
| TARGET CORPORATION |
|
2024 Form 10-K |
61
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
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 |
|
$ |
|
|||||
| Granted |
|
|
||||||
| Forfeited |
(
|
|
||||||
| Vested |
(
|
|
||||||
| February 1, 2025 |
|
$ |
|
|||||
(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
.
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 |
|
$ |
|
|||||
| Granted |
|
|
||||||
| Forfeited |
(
|
|
||||||
| Vested |
(
|
|
||||||
| February 1, 2025 |
|
$ |
|
|||||
(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.
| TARGET CORPORATION |
|
2024 Form 10-K |
62
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
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 | $ |
|
$ |
|
$ |
|
|||||
| Nonqualified deferred compensation plans | |||||||||||
|
Benefits expense / (income)
|
$ |
|
$ |
|
$ |
(
|
|||||
|
Related investment (income) / expense
|
(
|
(
|
|
||||||||
| Nonqualified plans net expense | $ |
|
$ |
|
$ |
|
|||||
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 | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||
| Fair value of plan assets |
|
|
|
|
|||||||||||||
|
Funded
/
(underfunded) status
|
$ |
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||
| TARGET CORPORATION |
|
2024 Form 10-K |
63
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
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 | $ |
|
|||
| 2026 |
|
||||
| 2027 |
|
||||
| 2028 |
|
||||
| 2029 |
|
||||
| 2030 - 2034 |
|
||||
Cost of Plans
|
Net Pension Benefits (Income) / Expense
|
||||||||||||||
| (millions) | Classification | 2024 | 2023 | 2022 | ||||||||||
| Service cost benefits earned | SG&A Expenses | $ |
|
$ |
|
$ |
|
|||||||
|
Net Other Income
|
|
|
|
|||||||||||
|
Net Other Income
|
(
|
(
|
(
|
|||||||||||
|
Net Other Income
|
|
|
|
|||||||||||
|
Prior service cost
|
Net Other Income
|
|
|
|
||||||||||
| Total | $ |
(
|
$ |
(
|
$ |
|
||||||||
Assumptions
| Benefit Obligation Weighted Average Assumptions | 2024 | 2023 | ||||||
| Discount rate |
|
% |
|
% | ||||
| Average assumed rate of compensation increase |
|
|
||||||
| Cash balance plan interest crediting rate |
|
|
||||||
| Net Periodic Benefit Expense Weighted Average Assumptions | 2024 | 2023 | 2022 | ||||||||
| Discount rate |
|
% |
|
% |
|
% | |||||
| Expected long-term rate of return on plan assets |
|
|
|
||||||||
| Average assumed rate of compensation increase |
|
|
|
||||||||
| Cash balance plan interest crediting rate |
|
|
|
||||||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
64
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
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 | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||
| Service cost |
|
|
|
|
|||||||||||||
| Interest cost |
|
|
|
|
|||||||||||||
|
Plan amendments
|
|
|
|
|
|||||||||||||
|
Actuarial gain
(a)
|
(
|
(
|
(
|
(
|
|||||||||||||
| Participant contributions |
|
|
|
|
|||||||||||||
| Benefits paid |
(
|
(
|
(
|
(
|
|||||||||||||
|
Benefit obligation at end of period
(b)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||
(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.
| TARGET CORPORATION |
|
2024 Form 10-K |
65
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
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
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||
| Actual return on plan assets |
|
|
|
|
|||||||||||||
| Employer contributions |
|
|
|
|
|||||||||||||
| Participant contributions |
|
|
|
|
|||||||||||||
| Benefits paid |
(
|
(
|
(
|
(
|
|||||||||||||
|
Fair value of plan assets at end of period
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||
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)
|
|
% |
|
% |
|
% | |||||
| International equity securities |
|
|
|
||||||||
| Debt securities |
|
|
|
||||||||
|
Balanced funds
|
|
|
|
||||||||
|
Other
(b)
|
|
|
|
||||||||
| Total |
|
% |
|
% |
|
% | |||||
(a)
Equity securities include our common stock in amounts substantially less than
1
percent of total plan assets in both periods presented.
| TARGET CORPORATION |
|
2024 Form 10-K |
66
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
| Fair Value Measurements | Fair Value as of | |||||||||||||
| (millions) | Measurement Level | January 31, 2025 | January 31, 2024 | |||||||||||
| Cash and cash equivalents | Level 1 | $ |
|
$ |
|
|||||||||
|
Derivatives
|
Level 2 |
|
|
|||||||||||
|
Government securities
(a)
|
Level 2 |
|
|
|||||||||||
|
Fixed income
(b)
|
Level 2 |
|
|
|||||||||||
|
|
|
|||||||||||||
|
Investments valued using NAV per share
(c)
|
||||||||||||||
| Fixed income |
|
|
||||||||||||
| Private equity funds |
|
|
||||||||||||
| Cash and cash equivalents |
|
|
||||||||||||
| Common collective trusts |
|
|
||||||||||||
|
Balanced funds
|
|
|
||||||||||||
| Other |
|
|
||||||||||||
| Total plan assets | $ |
|
$ |
|
||||||||||
(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
24.
Accumulated Other Comprehensive Loss
|
Change in Accumulated Other Comprehensive Loss
(millions)
|
Cash Flow
Hedges |
Currency
Translation Adjustment |
Pension | Total | |||||||||||||||||||
| February 3, 2024 | $ |
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
|
Other comprehensive (loss) / income before reclassifications
|
|
(
|
|
|
|||||||||||||||||||
|
Amounts reclassified
|
(
|
(a)
|
|
|
|
(
|
|||||||||||||||||
| February 1, 2025 | $ |
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
67
|
||||||||
| FINANCIAL STATEMENTS | ||||||||
| NOTES | ||||||||
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
|
$ |
|
$ |
|
$ |
|
|||||
| Cost of sales | |||||||||||
|
Merchandising cost of sales
(a)
|
|
|
|
||||||||
|
Supply chain and digital fulfillment costs
(a)
|
|
|
|
||||||||
| Total cost of sales |
|
|
|
||||||||
| Selling, general and administrative expenses |
|
|
|
||||||||
|
Depreciation and amortization (exclusive of depreciation included in cost of sales)
|
|
|
|
||||||||
| Operating income | $ |
|
$ |
|
$ |
|
|||||
| Net interest expense |
|
|
|
||||||||
| Net other income |
(
|
(
|
(
|
||||||||
| Earnings before income taxes |
|
|
|
||||||||
| Provision for income taxes |
|
|
|
||||||||
| Net earnings | $ |
|
$ |
|
$ |
|
|||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
68
|
||||||||
| SUPPLEMENTAL INFORMATION | ||||||||
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
69
|
||||||||
| SUPPLEMENTAL INFORMATION | ||||||||
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
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
| TARGET CORPORATION |
|
2024 Form 10-K |
70
|
||||||||
| SUPPLEMENTAL INFORMATION | ||||||||
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 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
•
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.
| TARGET CORPORATION |
|
2024 Form 10-K |
71
|
||||||||
| SUPPLEMENTAL INFORMATION | ||||||||
b) Exhibits
(1)
| 3.1 | ||||||||
| 3.2 | ||||||||
| 4.1 | ||||||||
| 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 | ||||||||
| 10.1 | * | |||||||
| 10.2 | * | |||||||
| 10.3 | * | |||||||
| 10.3.1 | * | |||||||
| 10.4 | * | |||||||
| 10.4.1 |
*
|
|||||||
| 10.4.2 |
*
|
|||||||
| 10.4.3 |
*
|
|||||||
| 10.4.4 | * | |||||||
|
10.4.5
|
* ** | |||||||
|
10.4.6
|
* ** | |||||||
| 10.5 | * | |||||||
| 10.6 | * | |||||||
| 10.7 | * | |||||||
| 10.7.1 | * | |||||||
| 10.8 | * | |||||||
| 10.9 | * ** | |||||||
| TARGET CORPORATION |
|
2024 Form 10-K |
72
|
||||||||
| SUPPLEMENTAL INFORMATION | ||||||||
| TARGET CORPORATION |
|
2024 Form 10-K |
73
|
||||||||
| SUPPLEMENTAL INFORMATION | ||||||||
| 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
|
+ | |||||||
| 10.22 |
** +
‡
|
|||||||
| 10.22.1 |
** +
|
|||||||
| 10.22.2 | ||||||||
|
19.1
|
**
|
|||||||
| 21.1 | ** | |||||||
| 23.1 | ** | |||||||
| 24.1 | ** | |||||||
| 31.1 | ** | |||||||
| 31.2 | ** | |||||||
| 32.1 | *** | |||||||
| 32.2 | *** | |||||||
|
97.1
|
|
|||||||
| 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.
| TARGET CORPORATION |
|
2024 Form 10-K |
74
|
||||||||
| SUPPLEMENTAL INFORMATION | ||||||||
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: |
/s/ Jim Lee
|
|||||||
| 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.
| /s/ Brian C. Cornell | |||||
| Date: March 12, 2025 |
Brian C. Cornell
Chair of the Board and Chief Executive Officer
(Principal Executive Officer)
|
||||
|
/s/ Jim Lee
|
|||||
| Date: March 12, 2025 |
Jim Lee
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
||||
|
/s/ Matthew A. Liegel
|
|||||
| 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: |
/s/ Jim Lee
|
|||||||
| Date: March 12, 2025 |
Jim Lee
Attorney-in-fact
|
|||||||
| TARGET CORPORATION |
|
2024 Form 10-K |
75
|
||||||||