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TARGET CORP

For the period ended Feb 1, 2025. Filed Mar 12, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 12, 2025

TGT$158.41+0.3%Stored close · as of Nov 6, 2026
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Contents

Note

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements
  1. Net Sales

Merchandise sales represent the vast majority of our revenues. We also earn revenues from a variety of other sources, most notably advertising revenue and credit card profit-sharing income.

Net Sales(millions)202420232022
Apparel and accessories (a)$16,505$16,485$17,646
Beauty (b)13,17312,53811,092
Food and beverage (c)23,82823,89922,918
Hardlines (d)15,78416,16217,739
Home furnishings and décor (e)16,69917,76019,463
Household essentials (f)18,61418,74618,483
Other merchandise sales217213247
Merchandise sales104,820105,803107,588
Advertising revenue649522404
Credit card profit sharing576667734
Other521420394
Net sales$106,566$107,412$109,120

(a)Includes apparel for women, men, young adults, kids, toddlers, and babies, as well as jewelry, accessories, and shoes.

(b)Includes skin and bath care, cosmetics, hair care, oral care, deodorant, and shaving products.

(c)Includes dry and perishable grocery, including snacks, candy, beverages, deli, bakery, meat, produce, and food service (primarily Starbucks) in our stores.

(d)Includes electronics, including video games and consoles, toys, sporting goods, entertainment, and luggage.

(e)Includes bed and bath, home décor, school/office supplies, storage, small appliances, kitchenware, greeting cards, party supplies, furniture, lighting, home improvement, and seasonal merchandise.

(f)Includes household cleaning, paper products, over-the-counter healthcare, vitamins and supplements, baby gear, and pet supplies.

Merchandise sales – We record almost all retail store revenues at the point of sale. Digitally originated sales may include shipping revenue and are recorded upon delivery to the guest or upon guest pickup at the store. Merchandise sales do not include sales tax because we are a pass-through conduit for collecting and remitting sales taxes. Generally, guests may return national brand merchandise within 90 days of purchase and owned and exclusive brand merchandise withinone year of purchase. Sales are recognized net of expected returns, which we estimate using historical return patterns and our expectation of future returns. As of February 1, 2025, and February 3, 2024, the liability for estimated returns was $172 million and $170 million, respectively.

We routinely enter into arrangements with vendors whereby we do not purchase or pay for merchandise until the merchandise is ultimately sold to a guest. Under the vast majority of these arrangements, which represent less than 5 percent of consolidated sales, we record revenue and related costs gross. We concluded that we are the principal in these transactions for a number of reasons, most notably because we 1) control the overall economics of the transactions, including setting the sales price and realizing the majority of cash flows from the sale, 2) control the relationship with the customer, and 3) are responsible for fulfilling the promise to provide goods to the customer. Merchandise received under these arrangements is not included in Inventory because the purchase and sale of this inventory are virtually simultaneous.

Revenue from Target gift card sales is recognized upon gift card redemption, which is typically within one year of issuance. Our gift cards do not expire. Based on historical redemption rates, a small and relatively stable percentage of gift cards will never be redeemed, referred to as "breakage." Estimated breakage revenue is recognized over time in proportion to actual gift card redemptions.

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements
Gift Card Liability Activity(millions)February 3, 2024Gift Cards Issued DuringCurrent PeriodBut NotRedeemed (b)RevenueRecognizedFromBeginningLiabilityFebruary 1, 2025
Gift card liability (a)$1,162$878$(831)$1,209

(a)Included in Accrued and Other Current Liabilities.

(b)Net of estimated breakage.

Guests receive a 5 percent discount on nearly all purchases and receive free shipping at Target.com when they use their Target Debit Card, Target Credit Card, Target MasterCard or Target Circle Card Reloadable Account (collectively, Target Circle Cards).

Target Circle program members earn Target Circle Rewards on various transactions. As of February 1, 2025, and February 3, 2024, deferred revenue of $19 million and $117 million, respectively, related to our Target Circle program was included in Accrued and Other Current Liabilities.

Advertising revenue – Primarily represents revenue related to advertising services provided via our Roundel digital advertising business offering. Roundel services are classified as either Net Sales or as a reduction of Cost of Sales or Selling, General, and Administrative (SG&A) Expenses, depending on the nature of the advertising arrangement. Notes 3 and 5 provide additional information about items included in Cost of Sales and SG&A Expenses.

Credit card profit sharing – We receive payments under a credit card program agreement with TD Bank Group (TD). Under the agreement, we receive a percentage of the profits generated by the Target Circle credit card receivables in exchange for performing account servicing and primary marketing functions. TD underwrites, funds, and owns Target Circle credit card receivables, controls risk management policies, and oversees regulatory compliance.

Other – Includes commissions earned on third-party sales through our Target Plus third-party digital marketplace, Shipt membership and service revenues, rental income, Target Circle 360 membership revenue, and other miscellaneous revenues.

  1. Cost of Sales and Selling, General, and Administrative Expenses

The following table illustrates the primary items classified in each major expense category:

Cost of SalesSelling, General, and Administrative Expenses
Merchandising cost of sales, including • Merchandise costs• Payment term cash discounts• Import costs• Freight expenses associated with moving merchandise from our vendors to and between our distribution centers and our retail stores• Vendor income that is not reimbursement of specific, incremental, and identifiable costs• Markdowns• Inventory shrinkSupply chain and digital fulfillment costs, including • Compensation and benefits costs associated with operating our supply chain facilities• Outbound shipping expenses associated with sales to our guests• Compensation and benefit costs associated with shipment of merchandise from stores • Depreciation associated with supply chain facilitiesCompensation and benefit costs for stores and headquarters, except ship from store costs classified as cost of salesOccupancy and operating costs of retail and headquarters facilitiesAdvertising, offset by vendor income that is a reimbursement of specific, incremental, and identifiable costsPre-opening and exit costs of stores and other facilitiesCredit cards servicing expensesCosts associated with accepting third-party bank issued payment cardsLitigation and defense costs and related insurance recoveriesOther administrative costs

Note: The classification of these expenses varies across the retail industry.

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements

In 2024, we reclassified certain expenses related to our advertising and third-party digital marketplace business offerings to conform to the current year presentation. The reclassifications increased Cost of Sales by $92 million and $77 million for 2023 and 2022, respectively, with equal and offsetting decreases to SG&A Expenses. These reclassifications had no impact on Net Sales, Operating Income, Net Earnings, or Earnings Per Share.

  1. Consideration Received from Vendors

We receive consideration for a variety of vendor-sponsored programs—such as volume rebates, promotions, certain advertising activities, markdown allowances, and for our compliance programs—referred to as "vendor income." Additionally, under our compliance programs, vendors are charged for merchandise shipments that do not meet our requirements (violations), such as late or incomplete shipments. Vendor income is recorded as a reduction of Cost of Sales except in arrangements where the payment is a reimbursement of specific, incremental, and identifiable costs and recorded as an offset to those costs within SG&A Expenses.

We establish a receivable for vendor income that is earned but not yet received. Based on historical trending and data, this receivable is computed by forecasting vendor income collections and estimating the amount earned. The majority of year-end vendor income receivables are collected within the following fiscal quarter, and we do not believe there is a reasonable likelihood that the assumptions used in our estimate will change significantly. Note 9 provides additional information.

  1. Advertising Costs

Advertising costs consist primarily of digital advertisements and media broadcast. Digital advertising costs are generally expensed as incurred when the consumer engages with the advertisement through clicks or views, while media broadcast costs are generally expensed at first showing or distribution of the advertisement. Advertising costs, net of vendor reimbursements, are recorded in SG&A Expenses and were $1.5 billion in 2024, $1.4 billion in 2023, and $1.5 billion in 2022.

  1. Fair Value Measurements

Fair value measurements are reported in one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data).

Financial Instruments Measured on a Recurring BasisFair Value as of
(millions)ClassificationMeasurement LevelFebruary 1, 2025February 3, 2024
Assets
Short-term investments (a)Cash and Cash EquivalentsLevel 1$3,893$2,897
Prepaid forward contracts (b)Other Current AssetsLevel 12325
Liabilities
Interest rate swaps (c)Other Current LiabilitiesLevel 2—3
Interest rate swaps (c)Other Noncurrent LiabilitiesLevel 2125123

(a)Carrying value approximates fair value because maturities are less than three months.

(b)Initially valued at transaction price. Subsequently valued by reference to the market price of Target common stock.

(c)Valuations are based on observable inputs to the valuation model (e.g., interest rates and credit spreads). See Note 16 for additional information on interest rate swaps.

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements
Significant Financial Instruments Not Measured at Fair Value (a)As of February 1, 2025As of February 3, 2024
(millions)CarryingAmountFairValueCarryingAmountFairValue
Long-term debt, including current portion (b)$13,904$12,953$14,151$13,467

(a)The carrying amounts of certain other current assets, commercial paper, accounts payable, and certain accrued and other current liabilities approximate fair value due to their short-term nature.

(b)The fair value of debt is generally measured using a discounted cash flow analysis based on current market interest rates for the same or similar types of financial instruments and would be classified as Level 2. These amounts exclude commercial paper, unamortized swap valuation adjustments, and lease liabilities.

  1. Cash and Cash Equivalents

Cash equivalents include highly liquid investments with an original maturity of three months or less from the time of purchase. Cash equivalents also include amounts due from third-party financial institutions for credit and debit card transactions. These receivables typically settle infive days or less.

Cash and Cash Equivalents(millions)February 1, 2025February 3, 2024
Cash$276$288
Receivables from third-party financial institutions for credit and debit card transactions593620
Short-term investments3,8932,897
Cash and Cash Equivalents (a)$4,762$3,805

(a)We have access to these funds without any significant restrictions, taxes, or penalties.

As of February 1, 2025, and February 3, 2024, we included book overdrafts of $157 million and $173 million, respectively, in Accounts Payable and $8 million and $10 million, respectively, in Accrued and Other Current Liabilities.

  1. Inventory

The vast majority of our inventory is accounted for under the retail inventory accounting method (RIM) using the last-in, first-out (LIFO) method. Inventory is stated at the lower of LIFO cost or market. Inventory cost includes the amount we pay to our suppliers to acquire inventory, freight costs incurred to deliver product to our distribution centers and stores, and import costs, reduced by vendor income and cash discounts. Supply chain operating costs, including compensation and benefits, are expensed in the period incurred. Inventory is also reduced for estimated losses related to shrink and markdowns. The LIFO provision is calculated based on inventory levels, markup rates, and internally measured retail price indices, and was $183 million and $153 million as of February 1, 2025, and February 3, 2024, respectively.

Under RIM, inventory cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the inventory retail value. RIM is an averaging method that has been widely used in the retail industry due to its practicality. The use of RIM will result in inventory being valued at the lower of cost or market because permanent markdowns are taken as a reduction of the retail value of inventory.

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements
  1. Other Current Assets
Other Current Assets(millions)February 1, 2025February 3, 2024
Accounts and other receivables$998$891
Vendor income receivable543513
Prepaid expenses226201
Other185202
Other Current Assets$1,952$1,807
  1. Property and Equipment

Property and equipment, including assets acquired under finance leases, is depreciated using the straight-line method over estimated useful lives or lease terms if shorter. We amortize leasehold improvements purchased after the beginning of the initial lease term over the shorter of the assets' useful lives or a term that includes the remaining initial lease term, plus any renewals that are reasonably certain at the date the leasehold improvements are acquired. Total depreciation expense, including depreciation expense included in Cost of Sales, was $3.0 billion, $2.8 billion, and $2.7 billion for 2024, 2023, and 2022, respectively. For income tax purposes, accelerated depreciation methods are generally used. Repair and maintenance costs are expensed as incurred. Facility pre-opening costs, including supplies and payroll, are expensed as incurred.

Estimated Useful LivesLife (Years)
Buildings and improvements8-39
Fixtures and equipment2-15
Computer hardware and software2-7

We review long-lived assets for impairment when performance expectations, events, or changes in circumstances—such as a decision to relocate or close a store, office, or distribution center, discontinue a project, or make significant software changes—indicate that the asset's carrying value may not be recoverable. We recognized impairment losses of $68 million, $102 million, and $66 million during 2024, 2023, and 2022, respectively. For asset groups classified as held for sale, measurement of an impairment loss is based on the excess of the carrying amount of the asset group over its fair value. We estimate fair value by obtaining market appraisals, obtaining valuations from third-party brokers, or using other valuation techniques. Impairments are recorded in SG&A Expenses.

  1. Other Noncurrent Assets
Other Noncurrent Assets(millions)February 1, 2025February 3, 2024
Goodwill (a)$631$631
Company-owned life insurance investments, net of loans (b)540483
Pension asset12157
Other238229
Other Noncurrent Assets$1,530$1,400

(a)No impairments were recorded in 2024, 2023, or 2022 as a result of the annual goodwill impairment tests performed.

(b)Note 22 provides more information on company-owned life insurance investments.

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements
  1. Supplier Finance Programs

We have arrangements with several financial institutions to act as our paying agents to certain vendors. The arrangements also permit the financial institutions to provide vendors with an option, at our vendors' sole discretion, to sell their receivables from Target to the financial institutions. A vendor’s election to receive early payment at a discounted amount from the financial institutions does not change the amount that we must remit to the financial institutions or our payment date, which is up to 120 days from the invoice date.

We do not pay any fees or pledge any security to these financial institutions under these arrangements. The arrangements can be terminated by either party with notice ranging up to 120 days.

Our outstanding vendor obligations eligible for early payment, which are included within Accounts Payable on our Consolidated Statements of Financial Position, do not represent actual receivables sold by our vendors to the financial institutions, which have historically been lower.

Confirmed Obligations Outstanding(millions)February 3, 2024Invoices Confirmed During the YearConfirmed Invoices Paid During the YearFebruary 1, 2025
Vendor obligations eligible for early payment$3,398$13,806$(13,538)$3,666
  1. Accrued and Other Current Liabilities
Accrued and Other Current Liabilities(millions)February 1, 2025February 3, 2024
Wages and benefits$1,597$1,535
Gift card liability, net of estimated breakage1,2091,162
Real estate, sales, and other taxes payable708827
Dividends payable510508
Current portion of operating lease liabilities353329
Income tax payable334113
Workers' compensation and general liability (a)211192
Interest payable126122
Other1,0621,302
Accrued and Other Current Liabilities$6,110$6,090

(a)We retain a substantial portion of the risk related to general liability and workers' compensation claims. We estimate our ultimate cost based on analysis of historical data and actuarial estimates. General liability and workers' compensation liabilities are recorded at our estimate of their net present value. Note 19 provides the noncurrent balance of these liabilities.

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements
  1. Commitments and Contingencies

Contingencies

We are exposed to claims and litigation arising in the ordinary course of business and use various methods to resolve these matters in a manner that we believe serves the best interest of our shareholders and other constituents. When a loss is probable, we record an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, we record the lowest amount in the estimated range of loss and, if material, disclose the estimated range of loss. We do not record liabilities for reasonably possible loss contingencies, but do disclose a range of reasonably possible losses if they are material and we are able to estimate such a range. If we cannot provide a range of reasonably possible losses, we explain the factors that prevent us from determining such a range. Historically, adjustments to our estimates have not been material. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable liabilities. We do not believe that any of these identified claims or litigation will be material to our results of operations, cash flows, or financial condition.

Commitments

Purchase obligations, which include all legally binding contracts such as merchandise royalties, equipment purchases, marketing-related contracts, software acquisition/license commitments, firm minimum commitments for inventory purchases, and service contracts, were $1.2 billion as of February 1, 2025. These purchase obligations are primarily due within three years and recorded as liabilities when goods are received or services are rendered. Real estate obligations, which include legally binding minimum lease payments for leases signed but not yet commenced, and commitments for the purchase, construction, or remodeling of real estate and facilities, were $1.5 billion as of February 1, 2025. These real estate obligations are primarily due withinone year, a portion of which are recorded as liabilities.

We issue inventory purchase orders in the ordinary course of business, which represent authorizations to purchase that are cancellable by their terms. We do not consider purchase orders to be firm inventory commitments. If we choose to cancel a purchase order, we may be obligated to reimburse the vendor for unrecoverable outlays incurred prior to cancellation.

We also issue letters of credit and surety bonds in the ordinary course of business. Trade letters of credit totaled $1.5 billion as of February 1, 2025, a portion of which are reflected in Accounts Payable. Standby letters of credit and surety bonds, primarily related to insurance and regulatory requirements, totaled $509 million as of February 1, 2025.

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements
  1. Commercial Paper and Long-Term Debt
Debt Maturities
(dollars in millions) · Weighted-Average Interest Rate at February 1, 2025 · February 1, 2025 · February 3, 2024
Due 2024—%$—$1,000
Due 2025-20292.74,6714,666
Due 2030-20344.13,9653,221
Due 2035-20396.8938937
Due 2040-20444.01,0891,088
Due 2045-20493.81,1201,119
Due 2050-20543.92,1212,120
Total notes and debentures13,90414,151
Swap valuation adjustments(125)(126)
Finance lease liabilities2,1612,013
Less: Amounts due within one year(1,636)(1,116)
Long-term debt and other borrowings$14,304$14,922
Required Principal Payments(millions)20252026202720282029Thereafter
Total required principal payments$1,500$2,000$97$81$1,000$9,324

In September 2024, we issued $750 million of unsecured debt with a fixed rate of 4.5 percent that matures in September 2034.

We obtain short-term financing from time to time under our commercial paper program. There wasno commercial paper outstanding at any time during the year ended February 1, 2025, or as of February 3, 2024. During the year ended February 3, 2024, the maximum amount outstanding was $90 million, and the average daily amount outstanding was $1 million, at a weighted average annual interest rate of 4.8 percent.

In October 2024, we obtained a new committed $1.0 billion 364-day unsecured revolving credit facility that will expire in October 2025 and terminated our prior 364-day facility. We also have a committed $3.0 billion unsecured revolving credit facility that will expire in October 2028. No balances were outstanding under our credit facilities at any time during 2024 or 2023.

Substantially all of our outstanding borrowings are senior, unsecured obligations. Most of our long-term debt obligations contain covenants related to secured debt levels. In addition to a secured debt level covenant, our credit facilities also contain a debt leverage covenant. We are, and expect to remain, in compliance with these covenants, which have no practical effect on our ability to pay dividends.

  1. Derivative Financial Instruments

Our derivative instruments consist of interest rate swaps used to mitigate interest rate risk. As a result, we have counterparty credit exposure to large global financial institutions, which we monitor on an ongoing basis. Note 6 provides the fair value and classification of these instruments.

Under our swap agreements, we pay a floating rate equal to the daily Secured Overnight Financing Rate (SOFR) compounded over six months and receive a weighted average fixed rate of 2.8 percent. The agreements have a weighted average remaining maturity of 4.5 years. As of February 1, 2025, and February 3, 2024, interest rate swaps with notional amounts totaling $2.20 billion and $2.45 billion were designated as fair value hedges, and all were considered to be perfectly effective under the shortcut method during 2024 and 2023.

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements
Effect of Hedges on Debt(millions)February 1, 2025February 3, 2024
Long-term debt and other borrowings
Carrying amount of hedged debt$2,069$2,316
Cumulative hedging adjustments, included in carrying amount(125)(126)
Effect of Hedges on Net Interest Expense(millions)202420232022
Gain (loss) on fair value hedges recognized in Net Interest Expense
Interest rate swaps designated as fair value hedges$1$(52)$(151)
Hedged debt(1)52151
Gain on cash flow hedges recognized in Net Interest Expense23244
Total$23$24$4
  1. Leases

We lease certain retail stores, supply chain facilities, office space, land, and equipment. Leases with an initial term of 12 months or less are not recorded on the Consolidated Statements of Financial Position; we recognize lease expense for these leases on a straight-line basis over the lease term. We combine lease and nonlease components for new and reassessed leases.

Most leases include one or more options to renew, with renewal terms that can extend the lease term fromone to 50 years or more. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of leased assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. We use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

Certain of our lease agreements require reimbursement of real estate taxes, common area maintenance, and insurance, as well as rental payments based on a percentage of retail sales over contractual levels, and others include rental payments adjusted periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

We rent or sublease certain real estate to third parties. Our lease and sublease portfolio consists mainly of operating leases with CVS Pharmacy Inc. (CVS) for space within our stores.

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements
Leases(millions)ClassificationFebruary 1, 2025February 3, 2024
Assets
OperatingOperating Lease Assets$3,763$3,362
FinanceProperty and Equipment, Net (a)1,5571,470
Total leased assets$5,320$4,832
Liabilities
Current
OperatingAccrued and Other Current Liabilities$353$329
FinanceCurrent Portion of Long-term Debt and Other Borrowings136119
Noncurrent
OperatingNoncurrent Operating Lease Liabilities3,5823,279
FinanceLong-term Debt and Other Borrowings2,0251,894
Total lease liabilities$6,096$5,621

(a)Finance lease assets are recorded net of accumulated amortization of $857 million and $743 million as of February 1, 2025, and February 3, 2024, respectively.

Lease Cost(millions)Classification202420232022
Operating lease cost (a)SG&A Expenses (b)$641$550$467
Finance lease cost
Amortization of leased assetsDepreciation and Amortization (b)146136133
Interest on lease liabilitiesNet Interest Expense777168
Sublease income (c)Net Sales(15)(20)(19)
Net lease cost$849$737$649

(a)2024, 2023, and 2022 include $132 million, $115 million, and $101 million, respectively, of short-term and variable lease costs.

(b)Supply chain-related amounts are included in Cost of Sales.

(c)Sublease income excludes rental income from owned properties of $48 million in 2024, and $49 million for each of 2023 and 2022, which is also included in Net Sales.

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements
Maturity of Lease Liabilities · Operating · Finance
(millions)Leases (a)Leases (b)Total
2025$510$205$715
2026507203710
2027497204701
2028469206675
2029430204634
Thereafter2,8001,8244,624
Total lease payments$5,213$2,846$8,059
Less: Interest1,278685
Present value of lease liabilities$3,935$2,161

(a)Operating lease payments include $777 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $186 million of legally binding minimum lease payments for leases signed but not yet commenced.

(b)Finance lease payments include $245 million related to options to extend lease terms that are reasonably certain of being exercised and exclude $128 million of legally binding minimum lease payments for leases signed but not yet commenced.

Lease Term and Discount RateFebruary 1, 2025February 3, 2024
Weighted average remaining lease term (years)
Operating leases11.812.0
Finance leases13.914.6
Weighted average discount rate
Operating leases4.51%4.22%
Finance leases3.88%3.69%
Other Information(millions)202420232022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$490$479$364
Operating cash flows from finance leases767063
Financing cash flows from finance leases139147100
FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements
  1. Income Taxes

Earnings before income taxes were $5.3 billion, $5.3 billion, and $3.4 billion during 2024, 2023, and 2022, respectively, including $1.1 billion, $1.2 billion, and $1.3 billion earned by our foreign entities subject to tax outside of the U.S.

Tax Rate Reconciliation202420232022
Federal statutory rate21.0%21.0%21.0%
State income taxes, net of the federal tax benefit3.73.83.0
International(1.1)(1.3)(2.1)
Excess tax benefit related to share-based payments(0.1)(0.3)(1.6)
Federal tax credits(0.8)(0.8)(1.5)
Other(0.5)(0.5)(0.1)
Effective tax rate22.2%21.9%18.7%
Provision for Income Taxes(millions)202420232022
Current:
Federal$1,013$556$(84)
State23620833
International10197107
Total current1,35086156
Deferred:
Federal(184)256501
State24382
International2(1)(1)
Total deferred(180)298582
Total provision$1,170$1,159$638
FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements
Net Deferred Tax Asset / (Liability)(millions)February 1, 2025February 3, 2024
Gross deferred tax assets:
Accrued and deferred compensation$423$392
Accruals and reserves not currently deductible260256
Self-insured benefits207180
Deferred occupancy income109118
Lease liabilities1,6001,468
Other5092
Total gross deferred tax assets2,6492,506
Gross deferred tax liabilities:
Property and equipment(2,830)(3,015)
Leased assets(1,425)(1,276)
Inventory(484)(500)
Other(203)(187)
Total gross deferred tax liabilities(4,942)(4,978)
Total net deferred tax liability (a)$(2,293)$(2,472)

(a)$10 million and $8 million of the balances as of February 1, 2025, and February 3, 2024, respectively, is included in Other Noncurrent Assets.

We file a U.S. federal income tax return and income tax returns in various states and foreign jurisdictions. The U.S. Internal Revenue Service (IRS) is currently auditing certain aspects of the U.S. federal income tax returns for years 2021 through 2023 and has completed exams for years 2020 and prior. With few exceptions, we are no longer subject to state and local or non-U.S. income tax examinations by tax authorities for years before 2019.

Reconciliation of Gross Unrecognized Tax Benefits(millions)202420232022
Balance at beginning of period$352$233$125
Additions based on tax positions related to the current year118128115
Additions for tax positions of prior years22821
Reductions for tax positions of prior years(36)(13)(23)
Settlements(23)(4)(5)
Balance at end of period$433$352$233

If we were to prevail on all unrecognized tax benefits recorded, the amount that would benefit the effective tax rate was $206 million, $161 million, and $107 million as of February 1, 2025, February 3, 2024, and January 28, 2023, respectively. In addition, the reversal of accrued interest and penalties would also benefit the effective tax rate. Interest and penalties associated with unrecognized tax benefits are recorded within income tax expense. During 2024, 2023, and 2022, we recorded an expense / (benefit) from accrued interest and penalties of $13 million, $6 million, and $(4) million, respectively. As of February 1, 2025, February 3, 2024, and January 28, 2023, total accrued interest and penalties were $21 million, $14 million, and $7 million, respectively.

It is reasonably possible that the amount of the unrecognized tax benefits with respect to our other unrecognized tax positions will increase or decrease during the next twelve months; however, an estimate of the amount or range of the change cannot be made at this time.

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements
  1. Other Noncurrent Liabilities
Other Noncurrent Liabilities(millions)February 1, 2025February 3, 2024
Deferred compensation$628$576
Workers' compensation and general liability561458
Deferred occupancy income (a)388419
Income and other taxes payable338272
Pension benefits3133
Other169181
Other Noncurrent Liabilities$2,115$1,939

(a)To be amortized evenly through 2038.

  1. Share Repurchase

We periodically repurchase shares of our common stock under a board-authorized repurchase program through a combination of open market transactions, accelerated share repurchase arrangements, and other privately negotiated transactions with financial institutions.

Share Repurchase Activity(millions, except per share data)202420232022
Total number of shares purchased7.2—12.5
Average price paid per share (a)$141.72$—$211.57
Total investment (a)$1,015$—$2,646

(a) Amounts include applicable excise tax and commissions.

  1. Share-Based Compensation

We maintain a long-term incentive plan for key team members and non-employee members of our Board of Directors. This plan allows us to grant equity-based compensation awards, including stock options, stock appreciation rights, performance share units, restricted stock units, restricted stock awards, or a combination of awards (collectively, share-based awards). The number of unissued common shares reserved for future grants under this plan was 24.1 million as of February 1, 2025.

Compensation expense associated with share-based awards is recognized on a straight-line basis over the required service period and reflects estimated forfeitures. Share-based compensation expense recognized in SG&A Expenses was $307 million, $255 million, and $224 million, and the related income tax benefit was $66 million, $56 million, and $52 million, in 2024, 2023, and 2022, respectively.

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements

Restricted Stock Units

We issue restricted stock units and performance-based restricted stock units generally with 3-year cliff or 4-year graduated vesting from the grant date (collectively restricted stock units) to certain team members. The final number of shares issued under performance-based restricted stock units is based on our total shareholder return relative to a retail peer group over a 3-year performance period. We also regularly issue restricted stock units to our Board of Directors, which vest quarterly in the year they are granted and are settled in shares of Target common stock upon departure from the Board. The fair value for restricted stock units is calculated based on our stock price on the date of grant, incorporating an analysis of the total shareholder return performance measure where applicable. The weighted average grant date fair value of restricted stock units was $165.21, $160.91, and $208.80 in 2024, 2023, and 2022, respectively.

Restricted Stock Unit ActivityTotal Nonvested Units
RestrictedStock (a)Grant DateFair Value (b)
February 3, 20243,796$171.61
Granted2,477165.21
Forfeited(377)171.47
Vested(1,347)167.39
February 1, 20254,549$169.59

(a)Represents the number of shares of restricted stock units, in thousands. For performance-based restricted stock units, assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding restricted stock units and performance-based restricted stock units as of February 1, 2025, was 4.47 million.

(b)Weighted average per unit.

The expense recognized each period is partially dependent upon our estimate of the number of shares that will ultimately be issued. As of February 1, 2025, there was $429 million of total unrecognized compensation expense related to restricted stock units, which is expected to be recognized over a weighted average period of 2.5 years. The fair value of restricted stock units vested and converted to shares of Target common stock was $225 million, $213 million, and $321 million in 2024, 2023, and 2022, respectively.

Performance Share Units

We issue performance share units to certain team members that represent shares potentially issuable in the future. Issuance is based upon our performance, generally relative to a retail peer group, over a 3-year or 4-year performance period on certain measures primarily including sales growth, after-tax return on invested capital, and earnings per share growth. The fair value of performance share units is calculated based on our stock price on the date of grant. The weighted average grant date fair value of performance share units was $164.92, $162.54, and $216.63 in 2024, 2023, and 2022, respectively.

Performance Share Unit ActivityTotal Nonvested Units
PerformanceShare Units (a)Grant DateFair Value (b)
February 3, 20241,494$182.98
Granted753164.92
Forfeited(146)175.94
Vested(271)179.31
February 1, 20251,830$177.15

(a)Represents the number of performance share units, in thousands. Assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding performance share units as of February 1, 2025, was 0.87 million.

(b)Weighted average per unit.

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements

The expense recognized each period is partially dependent upon our estimate of the number of shares that will ultimately be issued. Future compensation expense for unvested awards could reach a maximum of $190 million assuming payout of all unvested awards. The unrecognized expense is expected to be recognized over a weighted average period of 1.3 years. The fair value of performance share units vested and converted to shares of Target common stock was $46 million, $127 million, and $178 million in 2024, 2023, and 2022, respectively.

  1. Defined Contribution Plans

Team members who meet eligibility requirements can participate in a defined contribution 401(k) plan by investing up to 80 percent of their eligible earnings, as limited by statute or regulation. We match 100 percent of each team member's contribution up to 5 percent of eligible earnings. Company match contributions are made to funds designated by the participant, none of which are based on Target common stock.

In addition, we maintain an unfunded, nonqualified deferred compensation plan for a broad management group whose participation in our 401(k) plan is limited by statute or regulation. These team members choose from a menu of crediting rate alternatives that are generally the same as the investment choices in our 401(k) plan, but also includes a fund based on Target common stock. We credit an additional 2 percent per year to the accounts of all active participants, excluding executive officers, in part to recognize the risks inherent to their participation in this plan. We also maintain a frozen, unfunded, nonqualified deferred compensation plan covering less than 50 participants. Our total liability under these plans was $684 million and $627 million as of February 1, 2025, and February 3, 2024, respectively.

We mitigate our risk of offering the nonqualified plans through investing in company-owned life insurance and prepaid forward contracts that substantially offset our economic exposure to the returns of these plans. These investments are general corporate assets and are marked to market with the related gains and losses recognized in the Consolidated Statements of Operations in the period they occur.

Plan Expenses
(millions)202420232022
401(k) plan matching contributions expense$380$373$335
Nonqualified deferred compensation plans
Benefits expense / (income)$90$59$(15)
Related investment (income) / expense(62)(43)40
Nonqualified plans net expense$28$16$25
  1. Pension Plans

We have a U.S. qualified defined benefit pension plan covering team members who meet eligibility requirements. This plan is closed to new participants. Active participants accrue benefits under a final average pay feature or a cash balance feature. We also have unfunded, nonqualified pension plans for team members with qualified plan compensation restrictions, as well as international plans. Eligibility and the level of benefits under all plans vary depending on each team member's full-time or part-time status, date of hire, age, length of service, and/or compensation.

Funded StatusQualified PlanNonqualified and International Plans
(millions)2024202320242023
Projected benefit obligations$3,225$3,436$64$60
Fair value of plan assets3,3463,4932521
Funded / (underfunded) status$121$57$(39)$(39)
FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements

Contributions and Estimated Future Benefit Payments

Our pension obligations can be met over time through a combination of company contributions to these plans and earnings on plan assets. In 2024 and 2023, we madeno contributions to our qualified defined benefit pension plan. We are not required to make any contributions to our qualified defined benefit pension plan in 2025. However, depending on investment performance and plan funded status, we may elect to make a contribution.

Estimated Future Benefit Payments(millions)Pension Benefits
2025$266
2026197
2027237
2028244
2029251
2030 - 20341,321

Cost of Plans

Net Pension Benefits (Income) / Expense
(millions)Classification202420232022
Service cost benefits earnedSG&A Expenses$80$79$94
Interest cost on projected benefit obligationNet Other Income166166117
Expected return on assetsNet Other Income(279)(269)(234)
Amortization of lossesNet Other Income—161
Prior service costNet Other Income81110
Total$(25)$(12)$48

Assumptions

Benefit Obligation Weighted Average Assumptions20242023
Discount rate5.68%5.20%
Average assumed rate of compensation increase3.003.00
Cash balance plan interest crediting rate4.644.64
Net Periodic Benefit Expense Weighted Average Assumptions202420232022
Discount rate5.20%4.83%3.30%
Expected long-term rate of return on plan assets7.006.505.60
Average assumed rate of compensation increase3.003.003.00
Cash balance plan interest crediting rate4.644.644.64

The weighted average assumptions used to measure net periodic benefit expense each year are the rates as of the beginning of the year (i.e., the prior measurement date). Our most recent compound annual rate of return on qualified plan assets was 1.2 percent,3.9 percent,6.3 percent, and 5.7 percent for the 5-year,10-year,15-year, and 20-year time periods, respectively.

The market-related value of plan assets is used in calculating the expected return on assets. Historical differences between expected and actual returns are deferred and recognized in the market-related value over a 5-year period from the year in which they occur.

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements

We review the expected long-term rate of return annually and revise it as appropriate. Additionally, we monitor the mix of investments in our portfolio to ensure alignment with our long-term strategy to manage pension cost and reduce volatility in our assets. Our 2024 expected annualized long-term rate of return assumptions were 7.0 percent for domestic equity securities,7.0 percent for international equity securities,6.0 percent for long-duration debt securities,9.0 percent for balanced funds, and 8.0 percent for other investments. These estimates are a judgmental matter in which we consider the composition of our asset portfolio, our historical long-term investment performance, and current market conditions.

Benefit Obligation

Change in Projected Benefit ObligationQualified PlanNonqualified and International Plans
(millions)2024202320242023
Benefit obligation at beginning of period$3,436$3,616$60$64
Service cost727683
Interest cost16416422
Plan amendments811——
Actuarial gain (a)(131)(114)(2)(4)
Participant contributions104——
Benefits paid(334)(321)(4)(5)
Benefit obligation at end of period (b)$3,225$3,436$64$60

(a)The actuarial gain was primarily driven by changes in the weighted average discount rate.

(b)Accumulated benefit obligation—the present value of benefits earned to date assuming no future salary growth—is materially consistent with the projected benefit obligation in each period presented.

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements

Plan Assets

Change in Plan AssetsQualified PlanNonqualified and International Plans
(millions)2024202320242023
Fair value of plan assets at beginning of period$3,493$3,691$21$17
Actual return on plan assets17711911
Employer contributions——78
Participant contributions104——
Benefits paid(334)(321)(4)(5)
Fair value of plan assets at end of period$3,346$3,493$25$21

Our asset allocation policy is designed to reduce the long-term cost of funding our pension obligations. The plan invests with both passive and active investment managers depending on the investment. The plan also seeks to reduce the risk associated with adverse movements in interest rates by employing an interest rate hedging program, which includes the use of derivative instruments.

Asset Category · Current Targeted Allocation · Actual Allocation
2024 · 2023
Domestic equity securities (a)14%14%12%
International equity securities888
Debt securities505052
Balanced funds232424
Other (b)544
Total100%100%100%

(a)Equity securities include our common stock in amounts substantially less than 1 percent of total plan assets in both periods presented.

(b)Other assets include private equity, high-yield debt, natural resources and timberland funds, derivative instruments, and real estate.

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements
Fair Value MeasurementsFair Value as of
(millions)Measurement LevelJanuary 31, 2025January 31, 2024
Cash and cash equivalentsLevel 1$6$5
DerivativesLevel 2—10
Government securities (a)Level 2488551
Fixed income (b)Level 21,1631,195
1,6571,761
Investments valued using NAV per share (c)
Fixed income66
Private equity funds5564
Cash and cash equivalents218141
Common collective trusts539623
Balanced funds803825
Other9394
Total plan assets$3,371$3,514

(a)Investments in government securities and long-term government bonds.

(b)Investments in corporate and municipal bonds.

(c)Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position.

PositionValuation Technique
Cash and cash equivalentsCarrying value approximates fair value.
DerivativesValuations are based on observable inputs to the valuation model (e.g., interest rates and credit spreads). Model inputs are changed only when corroborated by market data. A credit risk adjustment is made on each swap using observable market credit spreads.
Government securities and fixed incomeValued using matrix pricing models and quoted prices of securities with similar characteristics.

Amounts Included in Shareholders' Investment

Actuarial gains and losses are recorded in Accumulated Other Comprehensive Loss (AOCI) and amortized using the corridor approach. As of February 1, 2025, and February 3, 2024, pretax net actuarial losses recorded in AOCI totaled $939 million and $969 million, respectively.

  1. Accumulated Other Comprehensive Loss
Change in Accumulated Other Comprehensive Loss(millions)Cash FlowHedgesCurrencyTranslationAdjustmentPensionTotal
February 3, 2024$283$(24)$(719)$(460)
Other comprehensive (loss) / income before reclassifications—(3)2219
Amounts reclassified(17)(a)——(17)
February 1, 2025$266$(27)$(697)$(458)

Note: Amounts are net of tax.

(a)Represents amortization of gains and losses on cash flow hedges, net of $6 million of taxes, which is recorded in Net Interest Expense.

FINANCIAL STATEMENTSTable of Contents
NOTESIndex to Financial Statements
  1. Segment Reporting

Our Chief Operating Decision Maker—our Chief Executive Officer—monitors our consolidated operating income and net earnings to evaluate performance and make operating decisions. We operate as a single segment that includes all of our operations, which are designed to enable guests to purchase products seamlessly in stores or through our digital channels. Virtually all of our consolidated revenues are generated in the United States. The vast majority of our properties and equipment are located within the United States.

Business Segment Results
(millions)202420232022
Net sales$106,566$107,412$109,120
Cost of sales
Merchandising cost of sales (a)68,88470,65274,436
Supply chain and digital fulfillment costs (a)7,6187,1767,870
Total cost of sales76,50277,82882,306
Selling, general and administrative expenses21,96921,46220,581
Depreciation and amortization (exclusive of depreciation included in cost of sales)2,5292,4152,385
Operating income$5,566$5,707$3,848
Net interest expense411502478
Net other income(106)(92)(48)
Earnings before income taxes5,2615,2973,418
Provision for income taxes1,1701,159638
Net earnings$4,091$4,138$2,780

(a)Note 3 provides a description of Merchandising Cost of Sales and Supply Chain and Digital Fulfillment Costs.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.