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What changed in Target Corporation's 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Target Corporation's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+262 added270 removedSource: 10-K (2025-03-12) vs 10-K (2024-03-13)

Top changes in Target Corporation's 2025 10-K

262 paragraphs added · 270 removed · 119 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Item 1. Business General Target Corporation (Target, the Corporation, or the Company) was incorporated in Minnesota in 1902. Our corporate purpose is to help all families discover the joy of everyday life. We offer to our customers, referred to as "guests," everyday essentials and fashionable, differentiated merchandise at discounted prices.
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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.
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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.
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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.
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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.
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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.
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Our strategy aims to expand Target’s relevancy in consumers’ lives and drive traffic, sales , and market share growth.
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TARGET CORPORATION 2024 Form 10-K 28 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF OPERATIONS & OTHER PERFORMANCE FACTORS Index to Financial Statements 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.
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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 business, to leverage our assets and enhance the guest experience.
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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.
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Our strategy defines how we’ll continue to differentiate Target, and we’ll seek to enable growth through: • Our Team – A highly engaged, diverse, purpose-driven, and community-oriented team . • Consumer-Centricity – A deep understanding of consumers . • Technology – A connected ecosystem of data, insights, and technology, including artificial intelligence . • Efficiency – Simplify work for our teams to make it easier to deliver a great guest experience. • Sustainability – Resiliency in our business model through our Target Forward strategy.
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The increase primarily reflects lower discrete tax benefits compared to the prior year.
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Our strategy continues to leverage stores as fulfillment hubs, with stores fulfilling more than 96 percent of total sales, which provides convenience for our guests at a reduced fulfillment cost. TARGET CORPORATION 2023 Form 10-K 2 BUSINESS Table of Contents Index to Financial Statements (a) 2023 consisted of 53 weeks. The extra week in 2023 contributed $1.7 billion of sales.
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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.
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Sales by Fulfillment Channel TARGET CORPORATION 2023 Form 10-K 3 BUSINESS Table of Contents Index to Financial Statements 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).
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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.
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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.
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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.
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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.
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TARGET CORPORATION 2024 Form 10-K 29 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents RECONCILIATION OF NON-GAAP FINANCIAL MEASURES Index to Financial Statements 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.
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We manage our business across the five core merchandise categories shown below. Within categories, gross margins vary depending on the type of merchandise. Sales by Merchandise Category TARGET CORPORATION 2023 Form 10-K 4 BUSINESS Table of Contents Index to Financial Statements A significant portion of our sales is from national brand merchandise.
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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.
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Approximately one-third of our sales come from our owned and exclusive brands, including, but not limited to, the brands listed below.
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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.
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Owned Brands A New Day™ Future Collective™ Original Use™ All in Motion™ Gigglescape™ Pillowfort™ Art Class™ Good & Gather™ Project 62™ Auden™ Goodfellow & Co™ Room Essentials™ Ava & Viv™ Hearth & Hand™ with Magnolia Shade & Shore™ Boots & Barkley™ Heyday™ Smartly™ Brightroom™ Hyde & EEK!
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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.
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Boutique™ Smith & Hawken™ Bullseye's Playground™ JoyLab™ Sonia Kashuk™ Casaluna™ Kindfull™ Spritz™ Cat & Jack™ Knox Rose™ Stars Above™ Cloud Island™ Kona Sol™ Sun Squad™ Colsie™ Made By Design™ Threshold™ dealworthy™ Market Pantry™ Universal Thread™ Embark™ Mondo Llama™ up & up™ Everspring™ More Than Magic™ Wild Fable™ Favorite Day™ Opalhouse™ Wondershop™ Figmint™ Open Story™ Xhilaration™ 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.
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(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.
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CVS Pharmacy, Inc. (CVS) operates pharmacies and clinics in our stores under a perpetual operating agreement from which we generate annual occupancy income.
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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.
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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 RedCard Reloadable Account (collectively, RedCards™).
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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.
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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.
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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.
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Among other benefits, Target Circle 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.
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(b) Represents total depreciation and amortization, including amounts classified within Depreciation and Amortization and within Cost of Sales.
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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).
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TARGET CORPORATION 2024 Form 10-K 30 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents RECONCILIATION OF NON-GAAP FINANCIAL MEASURES Index to Financial Statements 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.
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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.
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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.
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TARGET CORPORATION 2023 Form 10-K 5 BUSINESS Table of Contents Index to Financial Statements 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.
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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.
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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.
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(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.
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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 an engaged, diverse, inclusive, safe, purpose-driven culture where employees, referred to as "team members," have equitable opportunities for success.
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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.
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As of February 3, 2024, we employed approximately 415,000 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.
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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.
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Talent Development and Engagement We offer a compelling work environment with meaningful experiences and abundant growth and career-development opportunities.
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(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.
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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.
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TARGET CORPORATION 2024 Form 10-K 31 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF FINANCIAL CONDITION Index to Financial Statements 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.
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Our talent and succession planning process supports the development of a diverse talent pipeline for leadership and other critical roles. We monitor our team members’ perceptions of these commitments through a number of surveys and take steps to address areas needing improvement.
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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.
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Diversity, Equity, and Inclusion (DE&I) We champion workplace inclusion, belonging and diversity with a focus on engaging, developing, advancing and attracting team members equitably in support of our business. We disclose the composition of our team in our annual Workforce Diversity Report and EEO-1 report.
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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.
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We set company-wide DE&I goals to drive our business, and learn and grow as an organization. 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.
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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.
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We believe in paying team members equitably, regardless of gender, race, or ethnicity, and we regularly review the pay data of U.S. team members to confirm that we are doing so.
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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.
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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.
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TARGET CORPORATION 2024 Form 10-K 32 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF FINANCIAL CONDITION Index to Financial Statements Capital Expenditures Note: Amounts may not foot due to rounding.
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Eligibility for, and the level of, benefits vary depending on team members’ full-time or part-time status, work location, compensation level, and tenure. 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.
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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.
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TARGET CORPORATION 2023 Form 10-K 6 BUSINESS Table of Contents Index to Financial Statements 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.
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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.
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We achieve effective inventory management by staying in-stock in core product offerings, maintaining positive vendor relationships, and carefully planning inventory levels for seasonal and apparel items to minimize markdowns. The Business Environment and Liquidity and Capital Resources sections in MD&A provide additional details.
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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.
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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.
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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.
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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.
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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.
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Geographic Information Nearly all of our revenues are generated within the U.S. The vast majority of our property and equipment is located within the U.S. Available Information Our internet website is corporate.target.com.
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TARGET CORPORATION 2024 Form 10-K 33 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF FINANCIAL CONDITION Index to Financial Statements 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.
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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.
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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.
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Securities and Exchange Commission (SEC). In addition, the SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
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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.
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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.
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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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFurthermore, any failure, or perceived failure, by us to achieve our sustainability goals or to otherwise meet evolving, varied, and sometimes conflicting stakeholder expectations regarding the environment, could adversely affect our reputation and results of operations.
Biggest changeFurthermore, 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.
Complying with current or contemplated information security, cybersecurity, 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.
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.
It may be difficult to address negative publicity 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).
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).
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 and implementing new technology is complex, costly, and may not meet our guests’ expectations.
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.
Any major 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.
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.
We have made, and expect to continue to make, significant investments in technology 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.
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.
If we do not predict 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.
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.
In addition to physical risks, the potential impacts of climate change 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 climate change or other environmental concerns, which could increase our costs.
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.
A large 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.
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.
Several factors influence our effective income tax rate, including 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 income.
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.
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, and team member retention and recruiting difficulties.
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.
Competitive and Reputational Risks If we are unable to positively differentiate ourselves from other retailers, 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, and marketing.
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.
For example, there have been periodic closings and ship diversions, conflicts, labor disputes, and congestion disrupting railways, trucking, waterways, and ports around the world, including at California ports where we receive a significant portion of the products we source from outside the U.S.
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.
Our ability to predict 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 emphasizing relevant merchandise categories, effectively managing our inventory levels, and implementing competitive and effective pricing and promotion strategies.
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.
The physical effects of climate change, such as 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.
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.
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. We also rely on continued and unimpeded access to the Internet to use our technology systems.
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.
However, we may be unable to anticipate security incidents 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 artificial intelligence by threat actors.
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.
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.
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.
In addition, 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 class action civil litigation, which could adversely affect our results of operations and financial condition.
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.
TARGET CORPORATION 2023 Form 10-K 14 RISK FACTORS, UNRESOLVED STAFF COMMENTS, & CYBERSECURITY Table of Contents Index to Financial Statements Financial Risks Increases in our effective income tax rate could adversely affect our results of operations.
TARGET CORPORATION 2024 Form 10-K 17 RISK FACTORS & UNRESOLVED STAFF COMMENTS Table of Contents Index to Financial Statements Financial Risks Increases in our effective income tax rate could adversely affect our results of operations.
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 continually invest to maintain and update our technology systems, but implementing significant changes increases the risk of system disruption.
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.
These systems are subject to possible damage or interruption from many events, including power outages, telecommunications failures, third-party failures, malicious attacks, security breaches, and implementation errors.
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.
Negative incidents 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 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.
Our ability to meet our changing labor needs while controlling our costs is subject to external factors such as labor laws and regulations, unemployment levels, prevailing wage rates, benefit costs, changing demographics, and our reputation within the labor market.
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 services we obtain from third parties are unavailable or fail to meet our standards, our reputation and results of operations could be adversely affected.
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.
Our ability to successfully differentiate ourselves depends on many competitive factors, including guest perceptions regarding the safety and cleanliness of our stores, the value 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.
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.
Natural disasters in those states or in other areas where we operate could result in significant physical damage to, or closure of, one or more of our stores, distribution centers, facilities, or key vendors.
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.
We continue to experience 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.
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.
If our replenishment and fulfillment network does not operate properly, 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 during the COVID-19 pandemic, 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.
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, weather conditions, natural disasters, and other catastrophic events in areas where we or our vendors operate, or depend upon for continued operations, could adversely affect the availability and cost of certain products within our supply chain, affect consumer purchasing power, and reduce consumer demand. Any of these events could adversely affect our results of operations.
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.
If we are unable to contract with third parties having the specialized skills needed to support our operations, 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.
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.
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 confidence and spending, which can be affected by a variety of factors, including inflation, interest rates, housing prices, unemployment rates, household debt and wage levels, and credit usage.
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.
The classification of workers as employees or independent contractors, in particular, is an area that is experiencing legal challenges and legislative changes. Our Shipt subsidiary has faced, and continues to face, legal challenges to its worker classification.
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.
A deterioration in U.S. macroeconomic conditions or consumer confidence or spending could adversely affect our business in many ways, including reducing sales, reducing gross margins, and lowering our credit card profit-sharing revenue, each of which could adversely affect our results of operations and financial condition.
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.
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.
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.
Furthermore, our shareholders, guests, team members, and other stakeholders 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.
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.
Our earnings depend on the state of macroeconomic conditions and consumer confidence and spending in the U.S.
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.
In addition, the interconnected nature of the global economy means that international events such as geopolitical conflicts, terrorist attacks, armed conflicts, public health crises, energy availability, trade disputes, and market volatility can all affect macroeconomic conditions in the U.S.
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.
Political or financial instability, 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, terrorist attacks, armed conflicts, or other events that could affect foreign trade are beyond our control and could disrupt our supply of merchandise, increase our costs, and adversely affect our results of operations.
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.
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.
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.
Uncharacteristic or significant weather conditions or natural disasters and the impacts of climate change could adversely affect our results of operations.
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.
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 could adversely affect our results of operations and financial condition.
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.
Uncharacteristic or significant weather conditions, including the physical impacts of climate change, 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 are more prevalent.
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.
For example, owned brand products involve greater responsible sourcing risk in the selection of vendors, which can exacerbate reputational risk. 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.
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.
Any of these actions could adversely affect our reputation and results of operations.
Any of these outcomes could adversely affect our results of operations and financial condition.
Our failure to comply with applicable laws, or changes in these laws, could adversely affect our results of operations and financial condition. Our business is subject to a wide variety of complex laws and regulations.
TARGET CORPORATION 2024 Form 10-K 16 RISK FACTORS Table of Contents Index to Financial Statements 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.
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.
TARGET CORPORATION 2024 Form 10-K 13 RISK FACTORS Table of Contents Index to Financial Statements 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.
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.
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.
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.
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.
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.
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.
We have not always been able to predict rapid changes in consumer preferences and spending patterns, including those that were impacted by the COVID-19 pandemic, which has previously resulted in insufficient or excess inventory, increased costs, and adverse impacts on our results of operations.
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.
TARGET CORPORATION 2023 Form 10-K 13 RISK FACTORS Table of Contents Index to Financial Statements 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.
Any of these outcomes could adversely affect our reputation, results of operations, and financial condition. TARGET CORPORATION 2024 Form 10-K 15 RISK FACTORS Table of Contents Index to Financial Statements We rely on a large, global, and changing workforce of team members, contractors, and temporary staffing.
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 TARGET CORPORATION 2023 Form 10-K 10 RISK FACTORS Table of Contents Index to Financial Statements projects and the inefficient deployment of our capital.
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.
The long-term effects of global climate change are expected to be widespread and unpredictable. The potential impacts of climate change present a variety of risks.
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.
If our guests have negative experiences with, or view unfavorably, any of the companies or individuals with whom we have relationships, it could cause them to stop shopping with us and negatively impact our results of operations.
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.
TARGET CORPORATION 2023 Form 10-K 11 RISK FACTORS Table of Contents Index to Financial Statements 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.
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.
In addition to our U.S. operations, we have support offices and sourcing operations in India, China, and other countries, 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. Failure to address product safety and sourcing concerns could adversely affect 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.
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. We regularly receive and store information about our guests, team members, vendors, and other third parties.
TARGET CORPORATION 2024 Form 10-K 12 RISK FACTORS Table of Contents Index to Financial Statements 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.
If we are unable to effectively adapt to future changes in consumer preferences and spending patterns, our results of operations and financial condition could be adversely affected. Our continued success is dependent on positive perceptions of Target which, if eroded, could adversely affect our business and our relationships with our guests and team members.
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.
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 sales and generally carry higher margins than equivalent national brand products.
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.
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.
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.
If we are unable to attract and retain a workforce meeting our needs, our operations, guest service levels, support functions, and competitiveness could suffer and our results of operations could be adversely affected. 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.
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.
Problems and interruptions associated with implementing technology initiatives could adversely affect our operational efficiency and negatively impact our guests and their confidence in us.
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.
If we fail to differentiate our guest experience from our competitors, our results of operations and financial condition could be adversely affected. TARGET CORPORATION 2023 Form 10-K 8 RISK FACTORS Table of Contents Index to Financial Statements The retail industry's continuing migration to digital channels and multiple fulfillment options for consumers has affected the ways we differentiate from other retailers.
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.
This requires longer-term forecasting of consumer demand, including for categories where consumer preferences may change rapidly, and exposes us to enhanced risks of supply chain disruptions, which could adversely affect our results of operations. If we are unable to protect against inventory shrink, our results of operations and financial condition could be adversely affected.
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.
Both we and our vendors have experienced additional information security, cybersecurity, and data privacy incidents; however, to date, these other incidents have not been material to our business strategy, results of operations, or financial condition. Based on the prominence and notoriety of our prior significant data breach, additional information security, cybersecurity, or data privacy incidents could draw greater scrutiny.
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 are unable to offset the increased costs of new technology and expanded fulfillment options with improved performance or efficiencies, our results of operations could be adversely affected. To remain competitive, we must anticipate and adapt to developments and offerings by other retailers.
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.
If we do not anticipate and respond quickly to changing consumer preferences, our results of operations and financial condition could suffer. A large part of our business is dependent on our ability to make trend-right decisions in a broad range of merchandise categories.
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.
In addition, changes in our operations both in and outside of the U.S. may cause greater volatility in our effective tax rate. If we are unable to access the capital markets or obtain bank credit, our financial condition and results of operations could suffer.
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.
We have recently experienced negative perceptions of our business, which have adversely affected consumer behavior, and we could experience similar occurrences in the future. In addition, stakeholder expectations regarding environmental, social, and governance matters continue to evolve and are not uniform.
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.
Any adverse perception of Target could negatively impact our results of operations and financial condition and result in legal and regulatory proceedings against us. TARGET CORPORATION 2023 Form 10-K 9 RISK FACTORS Table of Contents Index to Financial Statements Reputational harm can also occur indirectly through companies and others with whom we do business.
TARGET CORPORATION 2024 Form 10-K 10 RISK FACTORS Table of Contents Index to Financial Statements 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.
For example, the continued utilization of remote working arrangements by our team members, vendors, and other third parties that began during the COVID-19 pandemic increases the risk of a data security compromise and has amplified our already extensive reliance on computing and information systems and unimpeded Internet access.
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.
Changes in the legal or regulatory environment affecting any other area related to our business, including information security, cybersecurity, and data privacy, product safety, payment methods, or climate and emissions disclosure could cause our expenses to increase and adversely affect our results of operations.
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.
Recently, our inability to meet some of those expectations has adversely affected our reputation, and the inability to meet all of those expectations in the future could adversely affect our reputation with some or all of our stakeholders.
We have previously been unable to meet some of those conflicting expectations, which has led to negative publicity and adversely affected our reputation.
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Item 1A. Risk Factors Our business is subject to many risks. Set forth below are the material risks we face. Risks are listed in the categories where they primarily apply, but other categories may also apply.
Added
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.
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We have established, and may continue to establish, various goals and initiatives on these matters, including with respect to sustainability and diversity, equity, and inclusion topics. We cannot guarantee that we will achieve these goals and initiatives. Any failure, or perceived failure, by us to achieve these goals and initiatives could adversely affect our reputation and results of operations.
Added
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.
Removed
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. Our only significant information security, cybersecurity, or data privacy incident was a data breach that occurred in 2013, which adversely affected our reputation and results of operations.
Added
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Chief Information Officer leads the strategic direction and management of Target’s enterprise technology systems. He is responsible for Target’s technology roadmap and oversees Target’s global product engineering, infrastructure, cybersecurity, data sciences, and architecture teams. He has held a variety of leadership roles across the company and has developed significant knowledge and skills regarding enterprise technology systems, including cybersecurity.
Biggest changeOur 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.
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 2023 Form 10-K 17 PROPERTIES Table of Contents Index to Financial Statements
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 Table of Contents Index to Financial Statements
Responsible party Oversight of information security, cybersecurity, and data privacy Board of Directors Oversight of these topics within Target’s overall risks Audit & Risk Committee Primary oversight responsibility for information security, cybersecurity, and data privacy, including internal controls designed to identify, assess, and manage risks related to these topics Management Our Chief Information Officer, Chief Information Security Officer, Chief Legal & Compliance Officer, Chief Corporate Affairs Officer, and other senior members of our cybersecurity, risk, and compliance and ethics teams are responsible for identifying, assessing, and managing risks related to these topics, and reporting to the Audit & Risk Committee and/or the full Board of Directors TARGET CORPORATION 2023 Form 10-K 15 CYBERSECURITY Table of Contents Index to Financial Statements Our program and practices regarding information security, cybersecurity, and data privacy include the following: Audit & Risk Committee and Board of Directors updates.
Responsible party Oversight of information security, cybersecurity, and data privacy Board of Directors Oversight of these topics within Target’s overall risks Audit & Risk Committee Primary oversight responsibility for information security, cybersecurity, and data privacy, including internal controls designed to identify, assess, and manage risks related to these topics Management Our Chief Information and Product Officer, Chief Information Security Officer, Chief Legal & Compliance Officer, Chief Corporate Affairs Officer, and other senior members of our cybersecurity, risk, and compliance and ethics teams are responsible for identifying, assessing, and managing risks related to these topics, and reporting to the Audit & Risk Committee and/or the full Board of Directors Our program and practices regarding information security, cybersecurity, and data privacy include the following: Audit & Risk Committee and Board of Directors updates.
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. Systems and processes.
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 2024 Form 10-K 19 CYBERSECURITY Table of Contents Index to Financial Statements Systems and processes.
Our data privacy team has industry certifications, works to understand changing technologies that impact consumer privacy, and regularly participates in training and conferences. TARGET CORPORATION 2023 Form 10-K 16 CYBERSECURITY Table of Contents Index to Financial Statements Regular training and compliance activities for our team members.
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 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.
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.
Removed
He continues to develop his expertise in these areas and contributes to the broader cybersecurity community by serving in several board and advisory roles and promoting collaboration, best practice sharing, and talent development.
Added
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.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeProperties Stores as of February 3, 2024 Stores Retail Square Feet (in thousands) Stores as of February 3, 2024 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 316 37,482 New Jersey 51 6,333 Colorado 45 6,361 New Mexico 10 1,185 Connecticut 21 2,745 New York 104 11,061 Delaware 4 551 North Carolina 53 6,773 District of Columbia 5 342 North Dakota 4 594 Florida 128 17,329 Ohio 65 7,865 Georgia 51 6,827 Oklahoma 15 2,167 Hawaii 9 1,367 Oregon 19 2,240 Idaho 7 725 Pennsylvania 77 9,241 Illinois 101 12,283 Rhode Island 4 517 Indiana 32 4,186 South Carolina 20 2,389 Iowa 21 2,859 South Dakota 5 580 Kansas 17 2,385 Tennessee 30 3,815 Kentucky 14 1,575 Texas 156 21,448 Louisiana 16 2,195 Utah 16 2,080 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 35 4,618 Total 1,956 245,939 Stores and Supply Chain Facilities as of February 3, 2024 Stores Supply Chain Facilities (a) Owned 1,532 38 Leased 264 20 Owned buildings on leased land 160 Total 1,956 58 (a) Supply Chain Facilities includes distribution centers, sortation centers, and other facilities with a total of 61.5 million square feet.
Biggest changeProperties 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 our corporate headquarters buildings located in and around Minneapolis, Minnesota, and we lease and own additional office space elsewhere in Minneapolis and 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.
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 11 and 18 to the Consolidated Financial Statements. TARGET CORPORATION 2023 Form 10-K 18 LEGAL PROCEEDINGS & MINE SAFETY DISCLOSURES Table of Contents Index to Financial Statements
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 Table of Contents Index to Financial Statements

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings As previously disclosed in Target's Quarterly Report on Form 10-Q for the quarter ended April 29, 2023, on March 29, 2023, Target Corporation and certain of its officers were named as defendants in a purported federal securities law class action filed in the United States District Court for the District of Minnesota.
Biggest changeLegal 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.
The plaintiff seeks to represent a class of shareholders who purchased or otherwise acquired Target common stock between November 17, 2021 and May 17, 2022.
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.
The plaintiff filed an amended complaint on December 15, 2023, which alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 relating to certain prior disclosures of Target about its business model, strategy, and inventory.
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.
Removed
The plaintiff seeks damages and other relief, including attorneys’ fees, based on allegations that the defendants misled investors about Target’s business model, strategy, and inventory and that such conduct affected the value of Target common stock. Target intends to vigorously defend this lawsuit.
Added
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.
Added
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.
Added
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.
Added
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.
Added
The plaintiffs allege that such conduct affected the value of Target common stock. Target intends to vigorously defend these lawsuits.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeTARGET CORPORATION 2023 Form 10-K 20 OTHER INFORMATION Table of Contents Index to Financial Statements Fiscal Years Ended February 2, 2019 February 1, 2020 January 30, 2021 January 29, 2022 January 28, 2023 February 3, 2024 Target $ 100.00 $ 160.56 $ 267.98 $ 326.39 $ 258.02 $ 229.98 S&P 500 Index 100.00 121.56 142.53 172.46 161.03 199.42 Current Peer Group 100.00 121.09 168.10 176.18 149.86 204.49 Previous Peer Group 100.00 121.17 168.11 176.09 149.62 204.41 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 previous peer group consisting of 19 online, general merchandise, department stores, food, and specialty retailers (Albertsons Companies, Inc., Amazon.com, Inc., Best Buy Co., 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) the new peer group consisting of the companies in the Previous Peer Group, plus BJ's Wholesale Club Holdings, Inc.
Biggest changeShare 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 Table of Contents Index to Financial Statements 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).
(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 12, 2024, 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 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.
As of March 6, 2024, there were 12,716 shareholders of record. Dividends declared per share for 2023, 2022, and 2021, 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.
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.
The graph assumes the investment of $100 in Target common stock, the S&P 500 Index, and the Peer Group on February 2, 2019, and reinvestment of all dividends.
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.
There were no Target common stock purchases made during the three months ended February 3, 2024 by Target or any "affiliated purchaser" of Target, as defined in Rule 10b-18(a)(3) under the Exchange Act.
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.
Removed
Under the program, we have repurchased 23.8 million shares of common stock at an average price of $223.52, for a total investment of $5.3 billion. As of February 3, 2024, the dollar value of shares that may yet be purchased under the program is $9.7 billion.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeTARGET CORPORATION 2023 Form 10-K 23 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF OPERATIONS Index to Financial Statements Analysis of Results of Operations Summary of Operating Income Percent Change (dollars in millions) 2023 (a) 2022 2021 2023/2022 2022/2021 Sales $ 105,803 $ 107,588 $ 104,611 (1.7) % 2.8 % Other revenue 1,609 1,532 1,394 5.1 9.8 Total revenue 107,412 109,120 106,005 (1.6) 2.9 Cost of sales 77,736 82,229 74,963 (5.5) 9.7 SG&A expenses 21,554 20,658 19,752 4.3 4.6 Depreciation and amortization (exclusive of depreciation included in cost of sales) 2,415 2,385 2,344 1.3 1.8 Operating income $ 5,707 $ 3,848 $ 8,946 48.3 % (57.0) % (a) 2023 consisted of 53 weeks compared with 52 weeks in 2022 and 2021.
Biggest changeAnalysis 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).
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 28 .
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 2022 and 2021. We report after-tax return on invested capital (ROIC) because we believe ROIC provides a meaningful measure of our capital-allocation effectiveness over time.
(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.
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 $1,715 million to total sales.
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.
Note 3 to the Financial Statements defines gift card "breakage." We use comparable sales to evaluate the performance of our stores and digital channel sales by measuring the change in sales for a period over the comparable, prior-year period of equivalent length.
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.
We monitor the percentage of purchases that are paid for using RedCards (RedCard Penetration) because our internal analysis has indicated that a meaningful portion of incremental purchases on our RedCards are also incremental sales for 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.
Comparable Sales 2023 2022 2021 Comparable sales change (3.7) % 2.2 % 12.7 % Drivers of change in comparable sales Number of transactions (traffic) (2.4) 2.1 12.3 Average transaction amount (1.4) 0.1 0.4 Comparable Sales by Channel 2023 2022 2021 Stores originated comparable sales change (3.5) % 2.4 % 11.0 % Digitally originated comparable sales change (4.8) 1.5 20.8 Sales by Channel 2023 2022 2021 Stores originated 81.7 % 81.4 % 81.1 % Digitally originated 18.3 18.6 18.9 Total 100 % 100 % 100 % Sales by Fulfillment Channel 2023 2022 2021 Stores 97.4 % 96.7 % 96.4 % Other 2.6 3.3 3.6 Total 100 % 100 % 100 % Note: 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 Shipt.
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 2023 Form 10-K 22 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents FINANCIAL SUMMARY Index to Financial Statements Earnings Per Share Percent Change 2023 (a) 2022 2021 2023/2022 2022/2021 GAAP diluted earnings per share $ 8.94 $ 5.98 $ 14.10 49.4 % (57.6) % Adjustments 0.03 (0.53) Adjusted diluted earnings per share $ 8.94 $ 6.02 $ 13.56 48.6 % (55.7) % Note: Amounts may not foot due to rounding.
TARGET CORPORATION 2024 Form 10-K 25 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents FINANCIAL SUMMARY Index to Financial Statements 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.
For the trailing twelve months ended February 3, 2024, after-tax ROIC was 16.1 percent, compared with 12.6 percent for the trailing twelve months ended January 28, 2023. The calculation of ROIC is provided on page 29 .
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 .
Collectively, we refer to these products as RedCards™. Guests receive a 5 percent discount on virtually all purchases when they use a RedCard at Target.
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.
Financial Summary Fiscal 2023 (a 53-week year) included the following notable items: GAAP and Adjusted diluted earnings per share were $8.94. Total revenue decreased 1.6 percent, reflecting a total sales decline of 1.7 percent and a 5.1 percent increase in other revenue. Comparable sales decreased 3.7 percent, driven by a 2.4 percent decrease in traffic and a 1.4 percent decrease in average transaction amount. Comparable store originated sales declined 3.5 percent. Comparable digitally originated sales decreased 4.8 percent. Operating income of $5.7 billion was 48.3 percent higher than the comparable prior-year period.
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.
For the years ended February 3, 2024, January 28, 2023, and January 29, 2022, total RedCard Penetration was 18.6 percent, 19.8 percent, and 20.5 percent, respectively. See the Customer Loyalty Programs section within Item 1. Business on page 5 for information about the rebranding of RedCards.
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
All other rates are calculated by dividing the applicable amount by total revenue. A discussion regarding Analysis of Results of Operations and Analysis of Financial Condition for 2022, as compared to 2021, is included in Part II, Item 7, MD&A to our Annual Report on Form 10-K for the year ended January 28, 2023.
TARGET CORPORATION 2024 Form 10-K 26 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF OPERATIONS Index to Financial Statements 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 .
Digitally originated sales may also be fulfilled through our distribution centers, our vendors, or other third parties. 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 the majority of our total sales growth.
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.
As a result, our comparable sales calculation is not necessarily comparable to similarly titled measures reported by other companies. Digitally originated sales include all 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 delivery via Shipt.
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.
Rate Analysis 2023 2022 2021 Gross margin rate 26.5 % 23.6 % 28.3 % SG&A expense rate 20.1 18.9 18.6 Depreciation and amortization (exclusive of depreciation included in cost of sales) expense rate 2.2 2.2 2.2 Operating income margin rate 5.3 3.5 8.4 Note: Gross margin rate is calculated as gross margin (sales less cost of sales) divided by sales.
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.
Comparable sales include all sales, except sales from stores open less than 13 months, digital acquisitions we have owned less than 13 months, stores that have been closed, and digital acquisitions that we no longer operate. Comparable sales measures vary across the retail industry.
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.
Part I, Item 1, Business of this Form 10-K and Note 3 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.
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).
TARGET CORPORATION 2023 Form 10-K 24 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF OPERATIONS Index to Financial Statements Sales Sales include all merchandise sales, net of expected returns, and our estimate of gift card breakage.
TARGET CORPORATION 2024 Form 10-K 27 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF OPERATIONS Index to Financial Statements Part I, Item 1, Business of this Form 10-K and Note 2 to the Financial Statements provides additional product category sales information.
Removed
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Executive Overview We continue to make strategic investments to support our durable operating and financial model that further differentiates Target and is designed to drive sustainable sales and profit growth over the long term.
Added
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.
Removed
During 2023, in support of our enterprise strategy described in Item 1 on page 2 of this Form 10-K, we • Expanded our supply chain capacity and digital fulfillment capabilities, including adding three new supply chain facilities to support our growth and commitment to fast delivery times, while helping our teams work more efficiently and managing our shipping costs; • Fulfilled over 60 percent of our digital sales through our same-day fulfillment options: Order Pickup, Drive Up, and delivery via Shipt; • Rolled out Drive Up with Starbucks and Returns with Drive Up nationwide; • Continued to emphasize newness across our assortment and continued to introduce new owned and exclusive brands and designer collaborations, including our first kitchen owned brand Figmint, collections from Kendra Scott, a collaboration with Rowing Blazers, and Stanley drinkware in exclusive colors; • Completed 65 full store remodels and continued to invest in other stores, including projects to increase efficiency of our Same-Day Services, build-out and open Ulta Beauty shop-in-shops, and expand Apple and Disney experiences; • Opened 21 new stores in a variety of sizes with new design elements that reflect the local community; • Invested in team member wages and benefits; and • Offered compelling promotions, attractive every day price points on key items, and free and easy payment and fulfillment options.
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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.
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See Business Environment below for additional information. Sales were $105.8 billion for 2023, a decrease of $1.8 billion, or 1.7 percent, from the prior year. Operating cash flow was $8.6 billion for 2023, an increase of $4.6 billion, or 114.6 percent, from $4.0 billion for 2022. The drivers of the operating cash flow increase are described on page 30 .
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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.
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Business Environment In 2023, we experienced sales declines across our business, primarily in each of our Discretionary categories (Apparel & Accessories, Hardlines, and Home Furnishings & Decor) partially offset by growth in Frequency categories (Beauty & Household Essentials and Food & Beverage). This trend of decreased Discretionary category sales began in 2022.
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(c) 2023 consisted of 53 weeks compared with 52 weeks in 2024 and 2022.
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In response, during 2022, we took actions and employed strategies to align inventories with sales trends. These actions, as well as improvements in the supply chain, have resulted in decreased inventory in 2023 compared with 2022, as well as a reduction in costs related to managing elevated inventory levels.
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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.
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In 2023, we experienced a significant decrease in freight costs due to a decline in freight rates compared to 2022. We have also experienced lower digital fulfillment costs due to a decrease in digital sales and an increased mix of digital sales fulfilled through lower-cost same-day services.
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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.
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We continue to experience higher inventory shrink, as a percentage of sales, relative to historical levels — including significantly higher shrink rates at certain stores. We believe that this trend is pervasive across the retail industry.
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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.
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Increased shrink has had, and if current trends persist will continue to have, an adverse impact on our results of operations, including impairment of our long-lived assets. Note 11 to the Financial Statements provides more information on impairment charges, including those related to store closures.
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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.
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The Gross Margin Rate analysis on page 26 and Inventory section on page 30 provide additional information. Sale of Dermstore In February 2021, we sold Dermstore LLC (Dermstore) for $356 million in cash and recognized a $335 million pretax gain, which is included in Net Other (Income) / Expense.
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Dermstore represented less than 1 percent of our consolidated revenues, operating income and net assets.
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TARGET CORPORATION 2023 Form 10-K 25 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF OPERATIONS Index to Financial Statements 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 RedCard Reloadable Account.
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Gross Margin Rate Our gross margin rate was 26.5 percent in 2023 and 23.6 percent in 2022.
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The increase reflected the net impact of • merchandising benefit, including ◦ lower freight costs; and ◦ lower clearance and promotional markdown rates and other costs compared with the prior-year, which included the impact of inventory impairments and other actions; • lower digital fulfillment and supply chain costs due to ◦ a decrease in digital volume; ◦ an increased mix of digital sales fulfilled through lower-cost same-day services; and ◦ lower inventory levels; and • higher inventory shrink.
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Selling, General and Administrative (SG&A) Expense Rate Our SG&A expense rate was 20.1 percent in 2023, compared with 18.9 percent in 2022, reflecting the net impact of cost increases across our business, including investments in team member pay and benefits, and the deleveraging impact of lower sales in 2023 compared to the prior year.
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TARGET CORPORATION 2023 Form 10-K 26 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF OPERATIONS & OTHER PERFORMANCE FACTORS Index to Financial Statements Store Data Change in Number of Stores 2023 2022 Beginning store count 1,948 1,926 Opened 21 23 Closed (13) (1) Ending store count 1,956 1,948 Number of Stores and Retail Square Feet Number of Stores Retail Square Feet (a) February 3, 2024 January 28, 2023 February 3, 2024 January 28, 2023 170,000 or more sq. ft. 273 274 48,824 48,985 50,000 to 169,999 sq. ft. 1,542 1,527 192,908 191,241 49,999 or less sq. ft. 141 147 4,207 4,358 Total 1,956 1,948 245,939 244,584 (a) In thousands; reflects total square feet less office, distribution center, and vacant space.
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Other Performance Factors Net Interest Expense Net interest expense was $502 million for 2023, compared with $478 million for 2022. The increase in net interest expense was primarily due to higher average debt levels and the impact of higher floating interest rates on our interest rate swaps in 2023 compared with 2022, partially offset by an increase in interest income.
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Provision for Income Taxes Our 2023 effective income tax rate was 21.9 percent compared with 18.7 percent in 2022. The increase primarily reflects higher pretax earnings in the current year, as well as lower discrete tax benefits related to share-based compensation compared to the prior year. Note 19 to the Financial Statements provides additional information.
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TARGET CORPORATION 2023 Form 10-K 27 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents RECONCILIATION OF NON-GAAP FINANCIAL MEASURES Index to Financial Statements 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.
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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.
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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.
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Reconciliation of Non-GAAP Adjusted EPS 2023 (a) 2022 2021 (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 $ 8.94 $ 5.98 $ 14.10 Adjustments Gain on Dermstore Sale $ — $ — $ — $ — $ — $ — $ (335) $ (269) $ (0.55) Other (b) — — — 20 15 0.03 9 7 0.01 Adjusted diluted earnings per share $ 8.94 $ 6.02 $ 13.56 Note: Amounts may not foot due to rounding.
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(a) 2023 consisted of 53 weeks compared with 52 weeks in 2022 and 2021. (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.
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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.
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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.
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EBIT and EBITDA Percent Change (dollars in millions) 2023 (a) 2022 2021 2023/2022 2022/2021 Net earnings $ 4,138 $ 2,780 $ 6,946 48.8 % (60.0) % + Provision for income taxes 1,159 638 1,961 81.7 (67.5) + Net interest expense 502 478 421 5.0 13.4 EBIT $ 5,799 $ 3,896 $ 9,328 48.8 % (58.2) % + Total depreciation and amortization (b) 2,801 2,700 2,642 3.8 2.2 EBITDA $ 8,600 $ 6,596 $ 11,970 30.4 % (44.9) % (a) 2023 consisted of 53 weeks compared with 52 weeks in 2022 and 2021.
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(b) Represents total depreciation and amortization, including amounts classified within Depreciation and Amortization and within Cost of Sales.
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TARGET CORPORATION 2023 Form 10-K 28 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents RECONCILIATION OF NON-GAAP FINANCIAL MEASURES Index to Financial Statements 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.
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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.
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After-Tax Return on Invested Capital (dollars in millions) Trailing Twelve Months Numerator February 3, 2024 (a) January 28, 2023 Operating income $ 5,707 $ 3,848 + Net other income 92 48 EBIT 5,799 3,896 + Operating lease interest (b) 120 93 - Income taxes (c) 1,295 744 Net operating profit after taxes $ 4,624 $ 3,245 Denominator February 3, 2024 January 28, 2023 January 29, 2022 Current portion of long-term debt and other borrowings $ 1,116 $ 130 $ 171 + Noncurrent portion of long-term debt 14,922 16,009 13,549 + Shareholders' investment 13,432 11,232 12,827 + Operating lease liabilities (d) 3,608 2,934 2,747 - Cash and cash equivalents 3,805 2,229 5,911 Invested capital $ 29,273 $ 28,076 $ 23,383 Average invested capital (e) $ 28,674 $ 25,729 After-tax return on invested capital 16.1 % 12.6 % (a) 2023 consisted of 53 weeks compared with 52 weeks in the prior-year period.
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(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 SG&A Expenses.
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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 21.9 percent and 18.7 percent for the trailing twelve months ended February 3, 2024, and January 28, 2023, respectively.
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For the trailing twelve months ended February 3, 2024, and January 28, 2023, includes tax effect of $1.3 billion and $0.7 billion, respectively, related to EBIT, and $26 million and $17 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, respectively.
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(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.
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TARGET CORPORATION 2023 Form 10-K 29 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF FINANCIAL CONDITION Index to Financial Statements 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.
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Our year-end cash and cash equivalents balance increased to $3.8 billion from $2.2 billion in 2022. Our cash and cash equivalents balance includes short-term investments of $2.9 billion and $1.3 billion as of February 3, 2024, and January 28, 2023, respectively. Our investment policy is designed to preserve principal and liquidity of our short-term investments.
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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 $8.6 billion in 2023 compared with $4.0 billion in 2022.
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For 2023, operating cash flows increased as a result of higher net earnings and an improvement in working capital, including lower inventory levels, compared with 2022. Inventory Year-end inventory was $11.9 billion, compared with $13.5 billion in 2022.
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The decrease in inventory levels primarily reflects • improvements in the supply chain, including on-time arrivals and reduced in-transit inventory, • alignment of inventory levels with sales trends, and • cost decreases, primarily due to lower freight rates in 2023 compared to 2022. The Business Environment section on page 23 provides additional information.
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TARGET CORPORATION 2023 Form 10-K 30 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF FINANCIAL CONDITION Index to Financial Statements Capital Expenditures Note: Amounts may not foot due to rounding. Capital expenditures in 2023 reflect investments in our strategic initiatives, including investments in both stores and in our supply chain.
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We completed 65 full-store remodels during 2023 and opened approximately 140 Ulta Beauty shop-in-shops. We have completed over 1,100 full-store remodels since the launch of the current program in 2017.
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In addition to these cash investments, we entered into leases related to new stores in 2023, 2022, and 2021 with total future minimum lease payments of $122 million, $319 million, and $401 million, respectively, and new leases related to our supply chain with total future minimum lease payments of $21 million, $1.6 billion, and $226 million, respectively.
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We expect capital expenditures in 2024 of approximately $3.0 billion to $4.0 billion to support new stores, remodels and other existing store investments, and supply chain projects. We expect to open about 20 new stores and add additional Ulta Beauty shop-in-shops during 2024. We also expect to continue to invest in new store and supply chain leases.
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Dividends We paid dividends totaling $2.0 billion ($4.36 per share) in 2023 and $1.8 billion ($3.96 per share) in 2022, a per share increase of 10.1 percent. We declared dividends totaling $2.1 billion ($4.38 per share) in 2023 and $1.9 billion ($4.14 per share) in 2022, a per share increase of 5.8 percent.
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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 We did not repurchase any shares during 2023. During 2022 we returned $2.6 billion to shareholders through share repurchase.
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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 21 to the Financial Statements for more information.
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TARGET CORPORATION 2023 Form 10-K 31 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents ANALYSIS OF FINANCIAL CONDITION Index to Financial Statements 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.
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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.
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As of February 3, 2024, 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.
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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.
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In October 2023, we obtained a new committed $1.0 billion 364-day unsecured revolving credit facility that will expire in October 2024 and terminated our prior 364-day credit facility. We also exercised our option to extend our existing five-year unsecured revolving credit facility, which has a maximum committed capacity of $3.0 billion and now expires in October 2028.
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Both credit facilities backstop our commercial paper program. No balances were outstanding under either credit facility at any time during 2023 or 2022. We did not have any balances outstanding under our commercial paper program as of February 3, 2024 or January 28, 2023. Most of our long-term debt obligations contain covenants related to secured debt levels.
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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.
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Additionally, as of February 3, 2024, 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeOur interest rate exposure is primarily due to differences between our floating rate debt obligations compared to our floating rate short-term investments. As of February 3, 2024, our floating rate short-term investments exceeded our floating rate debt by approximately $450 million.
Biggest changeOur 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.
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 $36 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.
As more fully described in Note 23 to the Financial Statements, we are exposed to market returns on accumulated team member balances in our nonqualified, unfunded deferred compensation plans.
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.
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 3, 2024, we had hedged 70 percent of the interest rate exposure of our plan liabilities.
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.
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 3, 2024, the annualized effect of a 0.5 percentage point increase/(decrease) in interest rates would increase/(decrease) earnings before income taxes by $7 million.
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 general, we expect our floating rate debt to exceed 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 16 and 17 to the Financial Statements.
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.
Based on our balance sheet position as of February 3, 2024, 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 $5 million.
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.
TARGET CORPORATION 2023 Form 10-K 35 FINANCIAL STATEMENTS Table of Contents INDEX Index to Financial Statements
TARGET CORPORATION 2024 Form 10-K 37 FINANCIAL STATEMENTS Table of Contents INDEX Index to Financial Statements
Item 7A. Quantitative and Qualitative Disclosures About Market Risk As of February 3, 2024, our exposure to market risk was primarily from interest rate changes on our debt obligations and short-term investments, some of which are at a Secured Overnight Financing Rate (SOFR).
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.

Other TGT 10-K year-over-year comparisons