Target (TGT) 10-K risk factor changes: FY2024 vs FY2023

If we are unable to positively differentiate ourselves from [removed: other retailers,] our [added: 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, [added: advertising,] and marketing.

Our ability to successfully differentiate ourselves depends on many competitive factors, including guest perceptions regarding [added: our shopping experience,] the safety and cleanliness of our stores, [added: our ability to offer products at affordable prices,] the [removed: value] [added: 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.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 8] [added: 9] | | |

| | | | RISK FACTORS | | | [Table of [removed: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] [added: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] | | |

[removed: The retail industry's continuing migration] [added: Consumers continue] to [added: migrate to] digital channels and [added: seek out] multiple fulfillment [removed: options for consumers] [added: options, which] has affected the ways we [added: attempt to] differentiate [removed: from other retailers.][added: ourselves.]

In addition, providing multiple fulfillment [removed: options] [added: options, expanding our digital channels,] and implementing new technology is complex, costly, and may not meet our guests’ expectations.

If we are unable to offset [removed: the increased costs of new technology and expanded fulfillment options] [added: our investments in these or other initiatives] with improved performance or efficiencies, our results of operations could be adversely affected.

Any failures or difficulties in executing our differentiation efforts [added: or adapting to offerings by our competitors] could adversely affect our results of operations and financial condition.

If we do not anticipate [added: consumer demand] and respond quickly to changing consumer preferences, our results of operations and financial condition could [removed: suffer.][added: be adversely affected.]

A large part of our business is dependent on our ability to make trend-right decisions in a broad range of merchandise [removed: categories.][added: categories and offer those products at affordable prices.]

If we do not [added: accurately] predict [added: consumer demand] and quickly respond to changing consumer preferences and spending patterns, we may experience lower sales, spoilage, and increased inventory markdowns, which could adversely affect our results of operations.

Our ability to [added: accurately] predict [added: 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 [added: (including artificial intelligence),] emphasizing relevant merchandise categories, effectively managing our inventory levels, and implementing competitive and effective pricing and promotion strategies.

We have not always been able to [added: accurately] predict [added: consumer demand or] rapid changes in consumer preferences and spending patterns, [removed: including those that were impacted by the COVID-19 pandemic,] which has previously resulted in insufficient or excess inventory, increased [removed: costs,] [added: inventory markdowns, higher costs (including for storage, transportation, labor,] and [added: other expenses), and] adverse impacts on our results of operations.

If we are unable to [added: 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.

Our continued success is dependent on positive perceptions of Target which, if eroded, could adversely affect our business and our [removed: relationships] [added: relationships, including] with our [removed: guests and] [added: guests,] team [removed: members.][added: members, and vendors.]

It may be difficult to address negative publicity [added: or sensationalism] across media channels, regardless of its accuracy or the reputability of its source, including as a result of fictitious media content (such as content produced by generative artificial intelligence or bad actors).

Negative incidents [added: (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 [removed: (including] [added: including] consumer [removed: boycotts),] [added: boycotts,] workforce unrest or walkouts, government investigations, and litigation.

Negative reputational incidents or negative perceptions of us could adversely affect our business and results of operations, including through lower sales, the termination of business relationships, loss of new store and development opportunities, [added: higher costs,] and team member [removed: retention] [added: engagement, retention,] and recruiting difficulties.

We have [removed: recently] [added: previously] experienced negative perceptions of our business, which have adversely affected consumer [removed: behavior,] [added: behavior] and [added: our results of operations, and] we could experience similar occurrences in the future.

We [removed: have] [added: previously] established, and may continue to establish, various goals and initiatives [removed: on these] [added: regarding environmental, social, and governance] matters, including with respect to sustainability and [removed: diversity, equity, and inclusion topics.][added: human capital management.]

Any [removed: failure, or perceived failure, by us to achieve] [added: of] these [removed: goals and initiatives] [added: outcomes] could adversely affect our [removed: reputation and] [added: reputation,] results of [removed: operations.][added: operations, and financial condition.]

[removed: Furthermore, our] [added: Our] shareholders, guests, team members, [added: vendors,] and other [removed: stakeholders] [added: 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.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 9] [added: 10] | | |

Reputational harm can also occur indirectly through companies and others with whom we do [removed: business.][added: business or whose products we sell.]

If [removed: our guests] [added: consumers] have negative experiences with, or view unfavorably, any of the companies or individuals with whom we have relationships, it could cause them to [removed: stop shopping] [added: not shop] with us and negatively impact our results of operations.

Our owned and exclusive brand products represent approximately one third of our overall [added: merchandise] sales and generally carry higher margins than equivalent national brand products.

This requires [added: accurate] longer-term forecasting of consumer [removed: demand,] [added: demand to effectively manage our operations,] including for categories where consumer preferences may change rapidly, and exposes us to enhanced risks of supply chain [removed: disruptions, which could adversely affect our results of operations.][added: disruptions.]

[removed: We continue to experience] [added: 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.

We have made, and expect to continue to make, significant investments in [added: our] technology [added: infrastructure, digital platforms,] and supply chain infrastructure.

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 [added: projects.]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 10] [added: 11] | | |

We rely extensively on technology systems throughout our [removed: business.][added: business, including systems that we develop internally.]

These systems are subject to possible damage or interruption from many events, including power [added: and other] outages, telecommunications failures, third-party failures, malicious attacks, security breaches, [added: unplanned downtime, program transitions,] and implementation errors.

We [removed: continually invest] [added: have invested, and expect] to [removed: maintain] [added: continue to invest, in maintaining] and [removed: update] [added: updating] our technology systems, but implementing significant changes increases the risk of system disruption.

[removed: We regularly] [added: As part of our business, we] receive and store information about our guests, team members, vendors, and other third parties.

However, we may be unable to anticipate security [removed: incidents] [added: 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 [added: enhanced technologies and capabilities (including] artificial [removed: intelligence] [added: intelligence)] by threat actors.

[removed: Both] [added: As a result of these types of attempts, both] we and our vendors have experienced [removed: additional] information security, cybersecurity, and data privacy [removed: incidents; however, to date, these other incidents have not been material to our business strategy, results of operations, or financial condition.][added: incidents.]

[removed: Based on the prominence and notoriety of our prior significant] [added: Since we previously experienced a prominent] data breach, additional information security, cybersecurity, or data privacy incidents could draw greater scrutiny.

The following risks, some of which have occurred and any of which may occur in the future, could materially and adversely affect our business and financial performance.

These are not the only risks we face and there may be other risks that could materially and adversely affect our business and financial performance.

Although the risks are organized by headings, and each risk is discussed separately, many are interrelated.

In addition, if we do not anticipate and adapt to consumer behavior or developments and offerings by our competitors, we may not be able to compete effectively.

For example, we may be unable to match or surpass the advances in technologies and capabilities (including artificial intelligence) that our competitors implement for consumer-facing platforms or for internal operations, which could adversely affect our competitive position.

Furthermore, generative artificial intelligence presents emerging ethical issues and could negatively impact our guests and team members.

If our use of generative artificial intelligence becomes controversial or is inaccurate or ineffective, our reputation and competitive position could be adversely affected.

Any of these outcomes could negatively impact our reputation, results of operations, and financial condition.

Some of these individuals and organizations have expectations that Target offer or not offer certain products and services or pursue or not pursue certain environmental, social, and governance initiatives, including with respect to diversity, equity, and inclusion.

We have previously been unable to meet some of those conflicting expectations, which has led to negative publicity and adversely affected our reputation.

For example, we experienced adverse reactions from some of our shareholders, guests, team members, and others related to our assortment of Pride Month products in 2023 and other positions we have taken with respect to social issues, including LGBTQIA+ matters, which have previously resulted in consumer boycotts and litigation.

We may in the future take actions that do not meet the conflicting expectations of some or all of our shareholders, guests, team members, vendors, and other third parties (including governmental entities and officials and non-governmental organizations) regarding various aspects of our business, including our operations, product and service offerings, and environmental, social, and governance matters.

As a result, we may experience adverse perceptions of our business, consumer boycotts, litigation, investigations, and regulatory proceedings.

Any of these outcomes could negatively impact our reputation, results of operations, and financial condition.

We have modified and concluded, and may continue to modify and conclude, certain of these goals and initiatives from time to time.

For example, we recently announced that we modified and concluded certain of our initiatives related to diversity, equity, and inclusion, which resulted in adverse reactions from some of our shareholders, guests, team members, and others.

Our establishment and continuation of any goals or initiatives regarding environmental, social, and governance matters, any modification or termination of such goals or initiatives, or any failure or perceived failure by us to achieve them, could result in negative reactions from our shareholders, guests, team members, vendors, and other third parties (including governmental entities and officials and non-governmental organizations) and lead to adverse perceptions of our business, consumer boycotts, litigation, investigations, and regulatory proceedings.

In particular, certain federal and state officials and agencies have asserted that corporate initiatives regarding environmental, social, and governance matters, including with respect to sustainability and diversity, equity, and inclusion, violate various federal and state laws.

Although we believe that all of our corporate initiatives have complied with applicable laws, we could still become subject to litigation, investigations, and regulatory proceedings, including as it relates to corporate initiatives that have concluded.

Any of these outcomes could negatively impact our reputation, results of operations, and financial condition.

| | | | RISK FACTORS | | | [Table of Contents](#i307a88ddef5c484c92b92237508fdaed_7) | | |

| | | | | | | [Index to Financial Statements](#i307a88ddef5c484c92b92237508fdaed_124) | | |

Our ability to source, develop, and market our owned and exclusive brands depends on many factors, including our ability to anticipate consumer demand and preferences and make trend-right decisions, our relationships with vendors, the availability and price of raw materials, product quality, and our ability to offer products at affordable prices.

For example, any failure of our owned brands to meet applicable safety standards or Target's or our guests' expectations regarding safety, quality, supply chain transparency, and responsible sourcing could expose us to government enforcement actions and private litigation, result in costly product recalls and other liabilities, and exacerbate our reputational risks.

We have previously been, and may in the future be, unable to accurately predict consumer demand for our owned brand products.

This has resulted, and may in the future result, in insufficient or excess inventory, increased inventory markdowns, and higher costs.

We depend on seasonal moments and higher-margin merchandise to drive sales and net earnings growth.

Our business experiences some seasonality, with a larger portion of our sales traditionally occurring in the fourth quarter because it includes the November and December holiday sales period.

In addition to the November and December holiday sales period, we also see increased sales activity during the back-to-school and back-to-college period and other seasonal moments throughout the year.

As a result, any factors negatively impacting us during any of these periods, including weather conditions, natural disasters, macroeconomic conditions, consumer preferences, and political or economic uncertainty or instability, could adversely affect our results of operations and financial condition.

We offer our guests a multi-category assortment of everyday essentials and differentiated merchandise.

However, we depend on sales of our higher-margin merchandise to drive net earnings growth.

As a result, flat sales and sales declines of our higher-margin merchandise have previously limited, and may in the future limit, our ability to drive net earnings growth.

Furthermore, we are subject to cyclical trends in consumer spending, which may

| | | | RISK FACTORS | | | [Table of Contents](#i307a88ddef5c484c92b92237508fdaed_7) | | |

| | | | | | | [Index to Financial Statements](#i307a88ddef5c484c92b92237508fdaed_124) | | |

disproportionately impact sales of certain merchandise and result in lower sales for our higher-margin merchandise.

Such trends have previously adversely affected, and could in the future adversely affect, our results of operations.

Such delays or cancellations have resulted, and may in the future result, in the inefficient deployment of our capital relative to our expectations, including as a result of carrying costs for facilities that are not being utilized.

Any of these outcomes could adversely affect our results of operations and financial condition.

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.

To remain competitive, we must anticipate and adapt to developments and offerings by other retailers.

In addition, stakeholder expectations regarding environmental, social, and governance matters continue to evolve and are not uniform.

We cannot guarantee that we will achieve these goals and initiatives.

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.

Any adverse perception of Target could negatively impact our results of operations and financial condition and result in legal and regulatory proceedings against us.

For example, owned brand products involve greater responsible sourcing risk in the selection of vendors, which can exacerbate reputational risk.

projects and the inefficient deployment of our capital.

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.

The long-term effects of the COVID-19 pandemic, or the effects of other similar public health crises, may amplify the risks and uncertainties facing our business.

The long-term effects of the COVID-19 pandemic, or the effects of other similar public health crises, may amplify other risks discussed in this Item 1A, Risk Factors, including risks related to macroeconomic conditions and consumer confidence and spending, supply chain, information security, cybersecurity, and data privacy, and our workforce, any of which could have a material effect on us.

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.

Furthermore, 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.

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.

- Fulfilled over [removed: 60] [added: 65] percent of our digital sales through our same-day fulfillment [removed: options: Order] [added: options (Order] Pickup, Drive Up, and [removed: delivery via Shipt;][added: Same Day Delivery), which grew 7.7 percent compared to 2023, including double-digit percentage growth in both Same Day Delivery and Drive Up.]

Fiscal [removed: 2023 (a 53-week year)] [added: 2024] included the following notable items:

- GAAP and Adjusted diluted earnings per share were [removed: $8.94.][added: $8.86.]

- Comparable sales [removed: decreased 3.7] [added: increased 0.1] percent, driven by a [removed: 2.4] [added: 1.4] percent [removed: decrease] [added: increase] in traffic and [added: partially offset by] a [removed: 1.4] [added: 1.3] percent decrease in average transaction amount.

[removed: ◦Comparable digitally] [added: | Digitally] originated [added: comparable] sales [removed: decreased 4.8 percent.][added: change | | | 7.5 | | | (4.8) | | | 1.5 | | |]

- Operating income of [removed: $5.7] [added: $5.6] billion was [removed: 48.3] [added: 2.5] percent [removed: higher] [added: lower] than the [removed: comparable] [added: 53-week] prior-year period.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 22] [added: 25] | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of [removed: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] [added: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] | | |

| | | | FINANCIAL SUMMARY | | | [Index to Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] | | |

| [added: 2024 | | |] 2023 *(a)* | | | 2022 | | | [removed: 2021] [added: 2024/2023] | | | 2023/2022 | | | [removed: 2022/2021] | | | [removed: | | |]

| GAAP diluted earnings per share | | | $ | [removed: 8.94] [added: 8.86] | | $ | [removed: 5.98] [added: 8.94] | | $ | [removed: 14.10] [added: 5.98] | | [removed: 49.4] [added: (0.9)] | | % | [removed: (57.6)] [added: 49.4] | | % |

| Adjustments | | | — | | | [removed: 0.03] [added: —] | | | [removed: (0.53)] [added: 0.03] | | | | | | | | |

| Adjusted diluted earnings per share | | | $ | [removed: 8.94] [added: 8.86] | | $ | [removed: 6.02] [added: 8.94] | | $ | [removed: 13.56] [added: 6.02] | | [removed: 48.6] [added: (0.9)] | | % | [removed: (55.7)] [added: 48.6] | | % |

A reconciliation of non-GAAP financial measures to GAAP measures is provided on [page [removed: 28](#ieb873e21dfe94b319c64aa7f36ac8461_76).][added: 30](#i307a88ddef5c484c92b92237508fdaed_79).]

*(a)*2023 consisted of 53 weeks compared with 52 weeks in [removed: 2022] [added: 2024] and [removed: 2021.][added: 2022.]

For the trailing twelve months ended February [removed: 3, 2024,] [added: 1, 2025,] after-tax ROIC was [removed: 16.1] [added: 15.4] percent, compared [removed: with 12.6] [added: to 16.1] percent for the trailing twelve months ended [removed: January 28, 2023.][added: February 3, 2024.]

The calculation of ROIC is provided on [page [removed: 29](#ieb873e21dfe94b319c64aa7f36ac8461_82).][added: 31](#i307a88ddef5c484c92b92237508fdaed_85).]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 23] [added: 26] | | |

| | | | ANALYSIS OF OPERATIONS | | | [Index to Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] | | |

| (dollars in millions) | | | [removed: 2023 *(a)*] [added: 2024] | | | [removed: 2022] [added: 2023 *(c)*] | | | [removed: 2021] [added: 2022] | | | [removed: 2023/2022] [added: 2024/2023] | | | [removed: 2022/2021] [added: 2023/2022] | | |

| [removed: Total revenue] [added: Net sales *(a)*] | | | [removed: 107,412] [added: $] | [added: 106,566] | | [removed: 109,120] [added: $] | [added: 107,412] | | [removed: 106,005] [added: $] | [added: 109,120] | | [removed: (1.6)] [added: (0.8)] | | [added: %] | [removed: 2.9] [added: (1.6)] | | [added: %] |

| Depreciation and amortization (exclusive of depreciation included in cost of sales) | | | [removed: 2,415] [added: 2,529] | | | [removed: 2,385] [added: 2,415] | | | [removed: 2,344] [added: 2,385] | | | [removed: 1.3] [added: 4.7] | | | [removed: 1.8] [added: 1.3] | | |

| Operating income | | | $ | [removed: 5,707] [added: 5,566] | | $ | [removed: 3,848] [added: 5,707] | | $ | [removed: 8,946] [added: 3,848] | | [removed: 48.3] [added: (2.5)] | | % | [removed: (57.0)] [added: 48.3] | | % |

| Rate Analysis | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

[removed: | Gross margin rate | | | 26.5 | | % | 23.6 | | % | 28.3 | | % |][added: Gross Margin (GM) Rate]

| SG&A expense rate [added: *(a)*] | | | [removed: 20.1] [added: 20.6] | | | [removed: 18.9] [added: 20.0] | | | [removed: 18.6] [added: 18.9] | | |

| Depreciation and amortization (exclusive of depreciation included in cost of sales) expense rate | | | [removed: 2.2] [added: 2.4] | | | 2.2 | | | 2.2 | | |

| Operating income margin rate | | | [removed: 5.3] [added: 5.2] | | | [removed: 3.5] [added: 5.3] | | | [removed: 8.4] [added: 3.5] | | |

Note: Gross margin [removed: rate] is calculated as [removed: gross margin (sales] [added: Net Sales] less [removed: cost] [added: Cost] of [removed: sales) divided by sales.][added: Sales.]

All [removed: other] rates are calculated by dividing the applicable amount by [removed: total revenue.][added: Net Sales.]

A discussion regarding Analysis of Results of Operations and Analysis of Financial Condition for [removed: 2022,] [added: 2023,] as compared to [removed: 2021,] [added: 2022,] is included in [removed: [Part] [added: Part] II, Item 7, [removed: MD&A](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000027419/000002741923000015/tgt-20230128.htm#if1e8c8dd4b04440880a7ed27a0542767_55)] [added: MD&A] to our [removed: Annual] [added: [Annual] Report on Form 10-K for the year [removed: ended January 28, 2023.][added: ended](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000027419/000002741924000032/tgt-20240203.htm) [February 3, 2024](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000027419/000002741924000032/tgt-20240203.htm).]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 24] [added: 27] | | |

[removed: Sales][added: Net Sales]

[added: Merchandise] Sales [removed: include all merchandise sales,] [added: are] net of expected returns, and our estimate of gift card breakage.

[Note [removed: 3](#ieb873e21dfe94b319c64aa7f36ac8461_157)] [added: 2](#i307a88ddef5c484c92b92237508fdaed_175)] to the Financial Statements defines gift card "breakage." We use comparable sales to evaluate the performance of our stores and digital [removed: channel sales] [added: channels] by measuring the change in sales for a period over the comparable, prior-year period of equivalent length.

Comparable sales include all [removed: sales,] [added: Merchandise Sales,] except sales from stores open less than 13 [removed: months, digital acquisitions we have owned less than 13 months, stores] [added: months or] that have been [removed: closed, and digital acquisitions that we no longer operate.][added: closed.]

Digitally originated sales include all [removed: sales] [added: 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 [removed: delivery via Shipt.][added: Same Day Delivery.]

[added: 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 [removed: the majority] [added: a significant portion] of our total sales growth.

In 2024, we drove our strategy (as described on [page 2](#i307a88ddef5c484c92b92237508fdaed_13)) by investing in core strengths that deepened connection with existing guests, while introducing innovations that further differentiated Target, unlocked new channels of growth, and gave consumers more reasons to become loyal Target guests.

During 2024, we

- Continued to emphasize newness and differentiation across our assortment, including a steady flow of exclusive products and designer collaborations, such as:

◦2,000 new wellness products introduced in January of 2025—600 of which were exclusive to Target;

◦our exclusive official "Taylor Swift | The Eras Tour Book";

◦our large assortment of exclusive Wicked products including Wicked Quenchers from Stanley;

◦partnerships with celebrities such as Dwayne “The Rock” Johnson, Tom Holland, Jennifer Aniston, Ashley Tisdale and more;

◦the Diane von Furstenberg for Target collection;

◦The Cuddle Collab limited-edition collection for pets and pet lovers; and

◦a limited-time pickleball collection with tennis and lifestyle brand Prince;

- Launched or expanded several owned brands, including dealworthyTM — our new low-price line of essentials — and AudenTM, Cat & JackTM, GigglescapeTM, and up&upTM, with 11 of our owned brands exceeding $1 billion in annual sales;

- Expanded the selection of products available on our Target Plus digital marketplace;

- Launched our reimagined Target Circle loyalty program to deliver an easier and more personalized shopping and saving experience, including a free-to-join option and a paid membership for same-day delivery, as well as the integration of Target Circle Card (formerly RedCard);

- Continued to enhance our Roundel digital media products and services, including through a new self-service buying tool, Roundel Media Studio, and experiential events integrated with marketing activities;

- Invested in new artificial intelligence (AI) technology, including modernized AI-powered inventory management systems and Store Companion, an AI-powered chatbot designed to make team members' jobs easier and enhance the shopping experience;

- Opened 23 new stores, many of which are full-size stores, reflecting our large-format focus and stores as hubs strategy; and

- 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.

| 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 | | |

*(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).

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](#i307a88ddef5c484c92b92237508fdaed_187) to the Financial Statements for additional information about a reclassification of prior year amounts to conform with current year presentation.

*(a)*Reflects the impact of a reclassification of prior year amounts to conform with current year presentation.

Refer to [Note 3](#i307a88ddef5c484c92b92237508fdaed_187) to the Financial Statements for additional information.

Previously our gross margin rate was calculated based only on Merchandise Sales.

The calculation change aligns with our 2024 transition to a single-line revenue presentation on our Consolidated Statements of Operations, with prior period amounts updated to conform to the current year presentation.

We also updated prior period gross margin rates to conform to the current year calculations, which resulted in an approximate 1 percentage point increase in our gross margin rate for both 2023 and 2022.

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#i307a88ddef5c484c92b92237508fdaed_7) | | |

Net Sales includes Merchandise Sales and revenues from other sources, most notably advertising revenue and credit card profit-sharing income.

[Note 2](#i307a88ddef5c484c92b92237508fdaed_175) to the Financial Statements provides more information.

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#i307a88ddef5c484c92b92237508fdaed_7) | | |

| | | | ANALYSIS OF OPERATIONS | | | [Index to Financial Statements](#i307a88ddef5c484c92b92237508fdaed_124) | | |

- 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

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of Contents](#i307a88ddef5c484c92b92237508fdaed_7) | | |

| February 1, 2025 | | | February 3, 2024 | | | | | | February 1, 2025 | | | February 3, 2024 | | | | | |

The decrease in net interest expense was primarily due to an increase in interest income.

Numerous countries, including certain jurisdictions in which we operate, have enacted legislation to implement the model rules of the Organization for Economic Cooperation and Development Pillar Two framework (Pillar Two), which is designed to ensure large multinational enterprises are subject to a 15 percent global minimum tax on income earned in each jurisdiction in which they operate.

We do not expect the enacted rules, which will be applicable to us in 2025, to materially impact our 2025 financial results.

Under the Pillar Two framework, any existing deferred tax assets not disclosed in our financial statements will not be available for future use.

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.

During 2023, in support of our enterprise strategy described in [Item 1 on page 2](#ieb873e21dfe94b319c64aa7f36ac8461_13) 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;

- 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.

- 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 store originated sales declined 3.5 percent.

See [Business Environment](#if2dabbbfebfe4262ab52fc13b667b44a_13514) 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](#ieb873e21dfe94b319c64aa7f36ac8461_88).

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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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.

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.

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.

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.

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](#ieb873e21dfe94b319c64aa7f36ac8461_181) [11](#ieb873e21dfe94b319c64aa7f36ac8461_181) to the Financial Statements provides more information on impairment charges, including those related to store closures.

The Gross Margin Rate analysis on [page 26](#ieb873e21dfe94b319c64aa7f36ac8461_58) and Inventory section on [page 30](#ieb873e21dfe94b319c64aa7f36ac8461_91) 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.

Dermstore represented less than 1 percent of our consolidated revenues, operating income and net assets.

| Sales | | | $ | 105,803 | | $ | 107,588 | | $ | 104,611 | | (1.7) | | % | 2.8 | | % |

| Other revenue | | | 1,609 | | | 1,532 | | | 1,394 | | | 5.1 | | | 9.8 | | |

| 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 | | |

| Digitally originated comparable sales change | | | (4.8) | | | 1.5 | | | 20.8 | | |

- merchandising benefit, including

As of February [removed: 3, 2024,] [added: 1, 2025,] our exposure to market risk was primarily from interest rate changes on our debt obligations and short-term [removed: investments, some of which are at a Secured Overnight Financing Rate (SOFR).][added: investments.]

Our interest rate exposure is primarily due to differences between our floating rate debt [removed: obligations] [added: obligations, including fixed rate debt hedged using floating rate interest rate swaps,] compared to our floating rate short-term investments.

As of February [removed: 3, 2024,] [added: 1, 2025,] our floating rate short-term investments exceeded our floating rate debt [added: obligations] by approximately [removed: $450 million.][added: $1.7 billion.]

Based on our [removed: balance sheet] [added: financial] position as of February [removed: 3, 2024,] [added: 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 [removed: $5] [added: $17] million.

In general, we expect our floating rate debt [added: obligations] to [removed: exceed] [added: 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 [removed: [Notes 16](#ieb873e21dfe94b319c64aa7f36ac8461_196)] [added: Notes [15](#i307a88ddef5c484c92b92237508fdaed_247)] and [removed: [17](#ieb873e21dfe94b319c64aa7f36ac8461_199)] [added: [16](#i307a88ddef5c484c92b92237508fdaed_250)] to the Financial Statements.

Based on our balance sheet position as of February [removed: 3, 2024,] [added: 1, 2025,] the annualized effect of a [removed: 0.5] [added: 1] percentage point increase/(decrease) in interest rates would increase/(decrease) earnings before income taxes by [removed: $7] [added: $17] million.

A 1 percentage point decrease in the weighted average discount rate would increase annual expense by [removed: $36] [added: $33] million.

As of February [removed: 3, 2024,] [added: 1, 2025,] we had hedged 70 percent of the interest rate exposure of our plan liabilities.

As more fully described in [Note [removed: 23](#ieb873e21dfe94b319c64aa7f36ac8461_217)] [added: 22](#i307a88ddef5c484c92b92237508fdaed_271)] to the Financial Statements, we are exposed to market returns on accumulated team member balances in our nonqualified, unfunded deferred compensation plans.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 35] [added: 37] | | |

| | | | FINANCIAL STATEMENTS | | | [Table of [removed: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] [added: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] | | |

| | | | INDEX | | | [Index to Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] | | |

Target Corporation [removed: (Target, the Corporation, or the Company)] was incorporated in Minnesota in 1902.

We offer [removed: to] our customers, referred to as "guests," [removed: everyday essentials and] fashionable, differentiated merchandise [added: and everyday essentials] at discounted prices.

- Expanding our capabilities, such as our Roundel advertising [removed: business,] [added: and Target Plus third-party digital marketplace businesses,] to leverage our assets and enhance the guest experience.

- Our Team – A highly [removed: engaged, diverse, purpose-driven,] [added: engaged] and [removed: community-oriented] [added: purpose-driven] team.

- Efficiency – [removed: Simplify] [added: Simplifying] work for our teams to make it easier to deliver a great guest experience.

- Sustainability – Resiliency in our business [removed: model through our Target Forward strategy.][added: model.]

Our strategy continues to leverage stores as fulfillment hubs, with stores fulfilling more than 96 percent of total [removed: sales,] [added: Merchandise Sales in each of the last three years,] which provides convenience for our guests at a reduced fulfillment cost.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | 2 | | |

| | | | BUSINESS | | | [Table of [removed: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] [added: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] | | |

[removed: ][added: ]

The extra week in 2023 contributed $1.7 billion of [removed: sales.][added: Net Sales.]

[removed: Sales] [added: Merchandise Sales] by Fulfillment Channel

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

][added: legend.jpg](https://www.sec.gov/Archives/edgar/data/27419/000002741925000018/tgt-20250201_g11.jpg)]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | 3 | | |

For information on key financial highlights, see [Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ieb873e21dfe94b319c64aa7f36ac8461_43)] [added: Operations](#i307a88ddef5c484c92b92237508fdaed_46)] (MD&A).

We manage our business across the [removed: five] [added: six] core merchandise categories shown below.

[removed: Sales] [added: Merchandise Sales] by [removed: Merchandise] Category

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | 4 | | |

A significant portion of our [removed: sales is] [added: Merchandise Sales are] from national brand merchandise.

Approximately one-third of our [removed: sales] [added: Merchandise Sales] come from our owned and exclusive brands, including, but not limited to, the brands listed below.

| A New Day™ | | | Future Collective™ | | | [removed: Original Use™] [added: Pillowfort™] | | |

| All in Motion™ | | | Gigglescape™ | | | [removed: Pillowfort™] [added: Project 62™] | | |

| Art Class™ | | | Good & Gather™ | | | [removed: Project 62™] [added: Room Essentials™] | | |

| Ava & Viv™ | | | Hearth & Hand™ with Magnolia | | | [removed: Shade & Shore™] [added: Smartly™] | | |

| Boots & Barkley™ | | | Heyday™ | | | [removed: Smartly™] [added: Smith & Hawken™] | | |

| Brightroom™ | | | Hyde & EEK! Boutique™ | | | [removed: Smith & Hawken™] [added: Sonia Kashuk™] | | |

| Bullseye's Playground™ | | | JoyLab™ | | | [removed: Sonia Kashuk™] [added: Spritz™] | | |

| Casaluna™ | | | Kindfull™ | | | [removed: Spritz™] [added: Sun Squad™] | | |

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 [removed: MasterCard®,] [added: MasterCard,] or [removed: RedCard] [added: Target Circle Card] Reloadable Account (collectively, [removed: RedCards™).][added: Target Circle Cards).]

[removed: 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.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | 5 | | |

To that end, we strive to foster [removed: an engaged, diverse, inclusive, safe,] [added: a highly engaged and] purpose-driven culture where [added: all] employees, referred to as "team members," have [removed: equitable opportunities for success.][added: access to opportunity and growth, enabling our team to deliver business results.]

As of February [removed: 3, 2024,] [added: 1, 2025,] we employed approximately [removed: 415,000] [added: 440,000] full-time, part-time, and seasonal team members.

When used in this report, the terms "we," "our," "us," "Target," and the "Corporation" mean Target Corporation and its subsidiaries, collectively, unless the context otherwise requires or indicates.

The vast majority of our Net Sales are generated by the sale of merchandise to customers.

In addition to Merchandise Sales, we generate revenue from other sources, most notably advertising revenue and credit card profit-sharing income.

[Note 2](#i307a88ddef5c484c92b92237508fdaed_175) to the Financial Statements provides more information.

Net Sales

(in billions)

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| 2022 (52 weeks) | | | | | | 2023 (53 weeks) | | | | | | 2024 (52 weeks) | | | | | |

| | | | | | | | | | | | | | | | | | |

| $109.1 | | | | | | $107.4 | | | | | | $106.6 | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |


| | | | BUSINESS | | | [Table of Contents](#i307a88ddef5c484c92b92237508fdaed_7) | | |

| | | | | | | [Index to Financial Statements](#i307a88ddef5c484c92b92237508fdaed_124) | | |





| | | | BUSINESS | | | [Table of Contents](#i307a88ddef5c484c92b92237508fdaed_7) | | |

| | | | | | | [Index to Financial Statements](#i307a88ddef5c484c92b92237508fdaed_124) | | |

| Auden™ | | | Goodfellow & Co™ | | | Shade & Shore™ | | |

| Cat & Jack™ | | | Kona Sol™ | | | Threshold™ | | |

| Cloud Island™ | | | Made By Design™ | | | Universal Thread™ | | |

| Colsie™ | | | Market Pantry™ | | | up & up™ | | |

| dealworthy™ | | | Mondo Llama™ | | | Wild Fable™ | | |

| Embark™ | | | More Than Magic™ | | | Wondershop™ | | |

| Everspring™ | | | Opalhouse™ | | | Xhilaration™ | | |

| Favorite Day™ | | | Open Story™ | | | | | |

| Figmint™ | | | Original Use™ | | | | | |

Our global sourcing operations, which operate from offices in 12 countries around the world, are an important component of our business strategy.

Our global sourcing team identifies, evaluates, and partners with suppliers and vendors from around the world to procure merchandise (most notably for our owned brands) and make it available to our guests through our stores and digital channels.

The global sourcing team is also integral to ensuring quality and value of products, management of product costs, and driving ethical business practices.


| Auden™ | | | Goodfellow & Co™ | | | Room Essentials™ | | |

| 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™ | | |

*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.

We set company-wide DE&I goals to drive our business, and learn and grow as an organization.

| Don H. Liu | | | Executive Vice President, Chief Legal & Compliance Officer and Corporate Secretary since October 2023. Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary from October 2017 to October 2023. | | | 62 | | |

Note: As previously disclosed, Mr. Liu intends to retire as Target's Chief Legal & Compliance Officer and Corporate Secretary in 2024.

Mr. Liu intends to remain in his current role until a successor is appointed, and is expected to serve as a strategic advisor for a transition period following such appointment.

In addition, as previously disclosed, in connection with the appointment of Mr. Fiddelke to the position of Executive Vice President and Chief Operating Officer, Mr. Fiddelke will remain Chief Financial Officer until a successor is appointed to that role.

As previously disclosed in Target's Quarterly Report on Form 10-Q for the quarter ended [removed: April 29, 2023,] [added: November 2, 2024,] on [removed: March 29, 2023, Target Corporation and certain of its officers were named as defendants in a purported federal securities law class action filed in] [added: November 15, 2024,] the United States District Court for the District of [removed: Minnesota.][added: 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.]

[removed: The] [added: One] plaintiff [removed: seeks] [added: is seeking] to represent a class of shareholders who purchased or otherwise acquired Target common stock between [added: August 26, 2022, and] November [removed: 17, 2021] [added: 19, 2024,] and [removed: May 17, 2022.][added: 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.]

Target intends to vigorously defend [removed: this lawsuit.][added: these lawsuits.]

This proceeding was previously described in Target's Annual Report on Form 10-K for the year ended February 3, 2024, and Target's Quarterly Report on Form 10-Q for the quarter ended April 29, 2023.

On January 31, 2025, and February 20, 2025, Target Corporation and members of its Board of Directors were named as defendants in two purported federal securities law class actions filed in the United States District Court for the Middle District of Florida.

The complaints allege violations of Sections 10(b), 14(a), and 20(a) of the Securities Exchange Act of 1934, as amended, and Rules 10b-5 and 14a-9 relating to certain prior disclosures of Target about risks related to its environmental, social, and governance initiatives (including with respect to diversity, equity, and inclusion) and oversight of those risks.

Both plaintiffs have marked the class actions as related to a previously filed individual federal securities action in which the court denied a motion to dismiss.

The plaintiffs seek damages and other relief, including attorneys’ fees, based on allegations that the defendants misled investors, including about the risks associated with Target’s environmental, social, and governance initiatives (including with respect to diversity, equity, and inclusion) and its 2023 Pride Month merchandise collection, and oversight of those risks.

The plaintiffs allege that such conduct affected the value of Target common stock.

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 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.

For the fiscal year ended February [removed: 3, 2024][added: 1, 2025]

[removed: ][added: ]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of [removed: July 28, 2023,] [added: August 2, 2024,] was [removed: $62,198,134,569] [added: $64,152,450,257] based on the closing price of [removed: $135.00] [added: $139.17] per share of common stock as reported on the New York Stock Exchange.

Total shares of common stock, par value $0.0833, outstanding as of March [removed: 6, 2024,] [added: 5, 2025,] were [removed: 461,690,206.][added: 455,576,464.]

Portions of Target's Proxy Statement for the Annual Meeting of Shareholders to be held on June [removed: 12, 2024,] [added: 11, 2025,] are incorporated into Part III.

| | | | [Table of [removed: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] [added: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] | | |

| | | | [Index to Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] | | |

| [Item [removed: 1](#ieb873e21dfe94b319c64aa7f36ac8461_13)] [added: 1](#i307a88ddef5c484c92b92237508fdaed_13)] | | | | | | [removed: [Business](#ieb873e21dfe94b319c64aa7f36ac8461_13)] [added: [Business](#i307a88ddef5c484c92b92237508fdaed_13)] | | | [removed: [2](#ieb873e21dfe94b319c64aa7f36ac8461_13)] [added: [2](#i307a88ddef5c484c92b92237508fdaed_13)] | | |

| [Item [removed: 1A](#ieb873e21dfe94b319c64aa7f36ac8461_16)] [added: 1A](#i307a88ddef5c484c92b92237508fdaed_16)] | | | | | | [Risk [removed: Factors](#ieb873e21dfe94b319c64aa7f36ac8461_16)] [added: Factors](#i307a88ddef5c484c92b92237508fdaed_16)] | | | [removed: [8](#ieb873e21dfe94b319c64aa7f36ac8461_16)] [added: [9](#i307a88ddef5c484c92b92237508fdaed_16)] | | |

| [Item [removed: 1B](#ieb873e21dfe94b319c64aa7f36ac8461_19)] [added: 1B](#i307a88ddef5c484c92b92237508fdaed_19)] | | | | | | [Unresolved Staff [removed: Comments](#ieb873e21dfe94b319c64aa7f36ac8461_19)] [added: Comments](#i307a88ddef5c484c92b92237508fdaed_19)] | | | [removed: [15](#ieb873e21dfe94b319c64aa7f36ac8461_19)] [added: [18](#i307a88ddef5c484c92b92237508fdaed_19)] | | |

| [Item [removed: 1C](#ieb873e21dfe94b319c64aa7f36ac8461_2377)] [added: 1C](#i307a88ddef5c484c92b92237508fdaed_22)] | | | | | | [removed: [Cybersecurity](#ieb873e21dfe94b319c64aa7f36ac8461_2377)] [added: [Cybersecurity](#i307a88ddef5c484c92b92237508fdaed_22)] | | | [removed: [15](#ieb873e21dfe94b319c64aa7f36ac8461_2377)] [added: [19](#i307a88ddef5c484c92b92237508fdaed_22)] | | |

| [Item [removed: 2](#ieb873e21dfe94b319c64aa7f36ac8461_22)] [added: 2](#i307a88ddef5c484c92b92237508fdaed_25)] | | | | | | [removed: [Properties](#ieb873e21dfe94b319c64aa7f36ac8461_22)] [added: [Properties](#i307a88ddef5c484c92b92237508fdaed_25)] | | | [removed: [18](#ieb873e21dfe94b319c64aa7f36ac8461_22)] [added: [21](#i307a88ddef5c484c92b92237508fdaed_25)] | | |

| [Item [removed: 3](#ieb873e21dfe94b319c64aa7f36ac8461_25)] [added: 3](#i307a88ddef5c484c92b92237508fdaed_28)] | | | | | | [Legal [removed: Proceedings](#ieb873e21dfe94b319c64aa7f36ac8461_25)] [added: Proceedings](#i307a88ddef5c484c92b92237508fdaed_28)] | | | [removed: [19](#ieb873e21dfe94b319c64aa7f36ac8461_25)] [added: [22](#i307a88ddef5c484c92b92237508fdaed_28)] | | |

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| [Item [removed: 7A](#ieb873e21dfe94b319c64aa7f36ac8461_118)] [added: 7A](#i307a88ddef5c484c92b92237508fdaed_121)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ieb873e21dfe94b319c64aa7f36ac8461_118)] [added: Risk](#i307a88ddef5c484c92b92237508fdaed_121)] | | | [removed: [35](#ieb873e21dfe94b319c64aa7f36ac8461_118)] [added: [37](#i307a88ddef5c484c92b92237508fdaed_121)] | | |

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| [Item [removed: 9A](#ieb873e21dfe94b319c64aa7f36ac8461_229)] [added: 9A](#i307a88ddef5c484c92b92237508fdaed_283)] | | | | | | [Controls and [removed: Procedures](#ieb873e21dfe94b319c64aa7f36ac8461_229)] [added: Procedures](#i307a88ddef5c484c92b92237508fdaed_283)] | | | [removed: [65](#ieb873e21dfe94b319c64aa7f36ac8461_229)] [added: [68](#i307a88ddef5c484c92b92237508fdaed_283)] | | |

| [Item [removed: 9B](#ieb873e21dfe94b319c64aa7f36ac8461_232)] [added: 9B](#i307a88ddef5c484c92b92237508fdaed_286)] | | | | | | [Other [removed: Information](#ieb873e21dfe94b319c64aa7f36ac8461_232)] [added: Information](#i307a88ddef5c484c92b92237508fdaed_286)] | | | [removed: [65](#ieb873e21dfe94b319c64aa7f36ac8461_232)] [added: [69](#i307a88ddef5c484c92b92237508fdaed_286)] | | |

| [Item [removed: 9C](#ieb873e21dfe94b319c64aa7f36ac8461_235)] [added: 9C](#i307a88ddef5c484c92b92237508fdaed_289)] | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ieb873e21dfe94b319c64aa7f36ac8461_235)] [added: Inspections](#i307a88ddef5c484c92b92237508fdaed_289)] | | | [removed: [66](#ieb873e21dfe94b319c64aa7f36ac8461_235)] [added: [69](#i307a88ddef5c484c92b92237508fdaed_289)] | | |

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| [Item [removed: 11](#ieb873e21dfe94b319c64aa7f36ac8461_244)] [added: 11](#i307a88ddef5c484c92b92237508fdaed_298)] | | | | | | [Executive [removed: Compensation](#ieb873e21dfe94b319c64aa7f36ac8461_244)] [added: Compensation](#i307a88ddef5c484c92b92237508fdaed_298)] | | | [removed: [67](#ieb873e21dfe94b319c64aa7f36ac8461_244)] [added: [70](#i307a88ddef5c484c92b92237508fdaed_298)] | | |

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| [Item [removed: 15](#ieb873e21dfe94b319c64aa7f36ac8461_259)] [added: 15](#i307a88ddef5c484c92b92237508fdaed_313)] | | | | | | [Exhibits, Financial Statement [removed: Schedules](#ieb873e21dfe94b319c64aa7f36ac8461_259)] [added: Schedules](#i307a88ddef5c484c92b92237508fdaed_313)] | | | [removed: [68](#ieb873e21dfe94b319c64aa7f36ac8461_259)] [added: [71](#i307a88ddef5c484c92b92237508fdaed_313)] | | |

| [Item [removed: 16](#ieb873e21dfe94b319c64aa7f36ac8461_265)] [added: 16](#i307a88ddef5c484c92b92237508fdaed_319)] | | | | | | [Form 10-K [removed: Summary](#ieb873e21dfe94b319c64aa7f36ac8461_265)] [added: Summary](#i307a88ddef5c484c92b92237508fdaed_319)] | | | [removed: [71](#ieb873e21dfe94b319c64aa7f36ac8461_265)] [added: [74](#i307a88ddef5c484c92b92237508fdaed_319)] | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | 1 | | |

| | | | BUSINESS | | | [Table of [removed: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] [added: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] | | |

| [PART I](#i307a88ddef5c484c92b92237508fdaed_10) | | | | | | | | | | | |

| [PART II](#i307a88ddef5c484c92b92237508fdaed_37) | | | | | | | | | | | |

| [PART III](#i307a88ddef5c484c92b92237508fdaed_292) | | | | | | | | | | | |

| [PART IV](#i307a88ddef5c484c92b92237508fdaed_310) | | | | | | | | | | | |

| [SIGNATURES](#i307a88ddef5c484c92b92237508fdaed_322) | | | | | | | | | [75](#i307a88ddef5c484c92b92237508fdaed_322) | | |

| [PART I](#ieb873e21dfe94b319c64aa7f36ac8461_10) | | | | | | | | | | | |

| [PART II](#ieb873e21dfe94b319c64aa7f36ac8461_34) | | | | | | | | | | | |

| [PART III](#ieb873e21dfe94b319c64aa7f36ac8461_238) | | | | | | | | | | | |

| [PART IV](#ieb873e21dfe94b319c64aa7f36ac8461_256) | | | | | | | | | | | |

| [SIGNATURES](#ieb873e21dfe94b319c64aa7f36ac8461_268) | | | | | | | | | [72](#ieb873e21dfe94b319c64aa7f36ac8461_268) | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| TARGET CORPORATION | | |  | | | 2024 Form 10-K | | | 18 | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | CYBERSECURITY | | | [Table of Contents](#i307a88ddef5c484c92b92237508fdaed_7) | | |

| | | | | | | [Index to Financial Statements](#i307a88ddef5c484c92b92237508fdaed_124) | | |

| Management | | | Our Chief Information [added: 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 | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 15] [added: 19] | | |

| | | | CYBERSECURITY | | | [Table of [removed: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] [added: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] | | |

- Management expertise. Our Chief Information [added: and Product] Officer leads the strategic direction and management of Target’s [removed: enterprise technology systems.][added: product and engineering teams.]

He is responsible for Target’s [added: enterprise] technology [removed: roadmap] [added: systems] and oversees Target’s [removed: global product engineering, infrastructure,] cybersecurity, data [removed: sciences,] [added: platforms, data science, infrastructure, product engineering,] and [removed: architecture] [added: enterprise product] teams.

He has [removed: held a variety of leadership roles across the company and has] developed significant knowledge and skills regarding enterprise technology systems, including cybersecurity.

He [removed: 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.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 16] [added: 20] | | |

See “Information Security, Cybersecurity, and Data Privacy Risks” in [Part I, Item [removed: 1A](#ieb873e21dfe94b319c64aa7f36ac8461_16),] [added: 1A](#i307a88ddef5c484c92b92237508fdaed_16),] Risk Factors for additional information regarding risks from cybersecurity threats.

| | | | PROPERTIES | | | [Table of [removed: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] [added: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] | | |

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.

| | | | | | | [Index to Financial Statements](#i307a88ddef5c484c92b92237508fdaed_124) | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| TARGET CORPORATION | | |  | | | 2023 Form 10-K | | | 17 | | |

| Stores as of February [removed: 3, 2024] [added: 1, 2025] | | | Stores | | | Retail Square Feet (in thousands) | | | | | | Stores as of February [removed: 3, 2024] [added: 1, 2025] | | | Stores | | | Retail Square Feet (in thousands) | | |

| Delaware | | | [removed: 4] [added: 5] | | | [removed: 551] [added: 699] | | | | | | North Carolina | | | [removed: 53] [added: 54] | | | [removed: 6,773] [added: 6,945] | | |

| Florida | | | [removed: 128] [added: 132] | | | [removed: 17,329] [added: 17,694] | | | | | | Ohio | | | 65 | | | 7,865 | | |

| Hawaii | | | [removed: 9] [added: 10] | | | [removed: 1,367] [added: 1,446] | | | | | | Oregon | | | 19 | | | 2,240 | | |

| Idaho | | | 7 | | | 725 | | | | | | Pennsylvania | | | [removed: 77] [added: 78] | | | [removed: 9,241] [added: 9,317] | | |

| Illinois | | | [removed: 101] [added: 102] | | | [removed: 12,283] [added: 12,328] | | | | | | Rhode Island | | | 4 | | | 517 | | |

| Indiana | | | 32 | | | 4,186 | | | | | | South Carolina | | | [removed: 20] [added: 21] | | | [removed: 2,389] [added: 2,537] | | |

| Iowa | | | [removed: 21] [added: 22] | | | [removed: 2,859] [added: 3,008] | | | | | | South Dakota | | | 5 | | | 580 | | |

| Kansas | | | 17 | | | 2,385 | | | | | | Tennessee | | | [removed: 30] [added: 31] | | | [removed: 3,815] [added: 3,963] | | |

| Kentucky | | | 14 | | | 1,575 | | | | | | Texas | | | [removed: 156] [added: 157] | | | [removed: 21,448] [added: 21,580] | | |

| Louisiana | | | 16 | | | 2,195 | | | | | | Utah | | | [removed: 16] [added: 17] | | | [removed: 2,080] [added: 2,216] | | |

| Stores and Supply Chain Facilities as of February [removed: 3, 2024] [added: 1, 2025] | | | Stores | | | Supply Chain Facilities *(a)* | | |

| Owned buildings on leased land | | | 160 | | | [removed: —] [added: 2] | | |

*(a)*Supply Chain Facilities includes distribution centers, sortation centers, and other facilities with a total of [removed: 61.5] [added: 68.5] million square feet.

We own [added: and lease] our corporate headquarters buildings [removed: located in] and [removed: around] [added: other office spaces in the] Minneapolis, Minnesota, [removed: and we lease] [added: area] and [removed: own additional office space] elsewhere in [removed: Minneapolis and] the U.S. We also lease office space in other countries.

For additional information on our properties, see the [Capital [removed: Expenditures](#ieb873e21dfe94b319c64aa7f36ac8461_94)] [added: Expenditures](#i307a88ddef5c484c92b92237508fdaed_97)] section in MD&A and [removed: [Notes 11](#ieb873e21dfe94b319c64aa7f36ac8461_181)] [added: Notes [10](#i307a88ddef5c484c92b92237508fdaed_229)] and [removed: [18](#ieb873e21dfe94b319c64aa7f36ac8461_202)] [added: [17](#i307a88ddef5c484c92b92237508fdaed_253)] to the Consolidated Financial Statements.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 18] [added: 21] | | |

| | | | LEGAL PROCEEDINGS & MINE SAFETY DISCLOSURES | | | [Table of [removed: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] [added: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] | | |

| California | | | 318 | | | 37,707 | | | | | | New Jersey | | | 52 | | | 6,467 | | |

| Connecticut | | | 22 | | | 2,872 | | | | | | New York | | | 107 | | | 11,244 | | |

| Missouri | | | 36 | | | 4,690 | | | | | | | | | | | | | | |

| | | | | | | | | | | | | Total | | | 1,978 | | | 248,278 | | |

| Owned | | | 1,538 | | | 39 | | |

| Leased | | | 280 | | | 25 | | |

| Total | | | 1,978 | | | 66 | | |

| California | | | 316 | | | 37,482 | | | | | | New Jersey | | | 51 | | | 6,333 | | |

| Connecticut | | | 21 | | | 2,745 | | | | | | New York | | | 104 | | | 11,061 | | |

| Missouri | | | 35 | | | 4,618 | | | | | | | | | | | | | | |

| | | | | | | | | | | | | Total | | | 1,956 | | | 245,939 | | |

| Owned | | | 1,532 | | | 38 | | |

| Leased | | | 264 | | | 20 | | |

| Total | | | 1,956 | | | 58 | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 19] [added: 22] | | |

| | | | OTHER INFORMATION | | | [Table of [removed: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] [added: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] | | |

As of March [removed: 6, 2024,] [added: 5, 2025,] there were [removed: 12,716] [added: 12,240] shareholders of record.

Dividends declared per share for [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] are disclosed in our [Consolidated Statements of Shareholders' [removed: Investment](#ieb873e21dfe94b319c64aa7f36ac8461_142).][added: Investment](#i307a88ddef5c484c92b92237508fdaed_160).]

Under the program, we have repurchased [removed: 23.8] [added: 31.0] million shares of common stock [removed: at an average price of $223.52,] for a total investment of [removed: $5.3] [added: $6.3] billion.

[removed: There were no] [added: The table below presents information with respect to] Target common stock purchases made during the three months ended February [removed: 3, 2024] [added: 1, 2025] by Target or any "affiliated purchaser" of Target, as defined in Rule 10b-18(a)(3) under the Exchange Act.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 20] [added: 23] | | |

| | | | OTHER INFORMATION | | | [Table of [removed: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] [added: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] | | |

[removed: ][added: ]

| | | | February [removed: 2, 2019 | | | February] 1, 2020 | | | January 30, 2021 | | | January 29, 2022 | | | January 28, 2023 | | | February 3, 2024 | | | [added: February 1, 2025 | | |]

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 [removed: previous] peer group consisting of [removed: 19] [added: 20] online, general merchandise, department stores, food, and specialty retailers (Albertsons Companies, Inc., Amazon.com, Inc., Best Buy Co., Inc., [added: 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) [removed: the] [added: a] new peer group consisting of the companies in the Previous Peer Group, [removed: plus BJ's Wholesale Club Holdings, Inc.] [added: but excluding Rite Aid Corporation, which filed for bankruptcy protection and is no longer publicly traded] (Current Peer Group).

The Current Peer Group is consistent with the retail peer group described in our definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June [removed: 12, 2024,] [added: 11, 2025,] excluding Publix Super Markets, Inc., which is not quoted on a public stock exchange.

The graph assumes the investment of $100 in Target common stock, the S&P 500 Index, and [removed: the] [added: each] Peer Group on February [removed: 2, 2019,] [added: 1, 2020,] and reinvestment of all dividends.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Share Repurchase Activity | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Programs | | | | | | Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Programs | | | | | |

| Period | | | | | | | | | | | | | | | | | | | | | | | | | | |

| November 3, 2024 through November 30, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Open market and privately negotiated purchases | | | 2,080,275 | | | | | | $ | 138.79 | | | | | 2,080,275 | | | | | | $ | 8,882,754,044 | | | | |

| December 1, 2024 through January 4, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Open market and privately negotiated purchases | | | 1,617,209 | | | | | | 134.24 | | | | | | 1,617,209 | | | | | | 8,665,663,899 | | | | | |

| January 5, 2025 through February 1, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Open market and privately negotiated purchases | | | — | | | | | | — | | | | | | — | | | | | | 8,665,663,899 | | | | | |

| Total | | | 3,697,484 | | | | | | $ | 136.80 | | | | | 3,697,484 | | | | | | $ | 8,665,663,899 | | | | |

| Target | | | $ | 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 | | |

As of February 3, 2024, the dollar value of shares that may yet be purchased under the program is $9.7 billion.

| 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 | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 21] [added: 24] | | |

| | | | MANAGEMENT'S DISCUSSION AND ANALYSIS | | | [Table of [removed: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] [added: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] | | |

| | | | EXECUTIVE OVERVIEW & FINANCIAL SUMMARY | | | [Index to Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] | | |

| [Reports [removed: of Independent] [added: of](#i307a88ddef5c484c92b92237508fdaed_130) [Management and](#i307a88ddef5c484c92b92237508fdaed_130) [Independent] Registered Public Accounting [removed: Firm](#ieb873e21dfe94b319c64aa7f36ac8461_127)] [added: Firm](#i307a88ddef5c484c92b92237508fdaed_130)] | | | | | | | | | [removed: [37](#ieb873e21dfe94b319c64aa7f36ac8461_127)] [added: [39](#i307a88ddef5c484c92b92237508fdaed_130)] | | |

| [Consolidated Statements of [removed: Operations](#ieb873e21dfe94b319c64aa7f36ac8461_130)] [added: Operations](#i307a88ddef5c484c92b92237508fdaed_133)] | | | | | | | | | [removed: [40](#ieb873e21dfe94b319c64aa7f36ac8461_130)] [added: [42](#i307a88ddef5c484c92b92237508fdaed_133)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ieb873e21dfe94b319c64aa7f36ac8461_133)] [added: Income](#i307a88ddef5c484c92b92237508fdaed_151)] | | | | | | | | | [removed: [41](#ieb873e21dfe94b319c64aa7f36ac8461_133)] [added: [43](#i307a88ddef5c484c92b92237508fdaed_151)] | | |

| [Consolidated Statements of Financial [removed: Position](#ieb873e21dfe94b319c64aa7f36ac8461_136)] [added: Position](#i307a88ddef5c484c92b92237508fdaed_154)] | | | | | | | | | [removed: [42](#ieb873e21dfe94b319c64aa7f36ac8461_136)] [added: [44](#i307a88ddef5c484c92b92237508fdaed_154)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ieb873e21dfe94b319c64aa7f36ac8461_139)] [added: Flows](#i307a88ddef5c484c92b92237508fdaed_157)] | | | | | | | | | [removed: [43](#ieb873e21dfe94b319c64aa7f36ac8461_139)] [added: [45](#i307a88ddef5c484c92b92237508fdaed_157)] | | |

| [Consolidated Statements of Shareholders' [removed: Investment](#ieb873e21dfe94b319c64aa7f36ac8461_142)] [added: Investment](#i307a88ddef5c484c92b92237508fdaed_160)] | | | | | | | | | [removed: [44](#ieb873e21dfe94b319c64aa7f36ac8461_142)] [added: [46](#i307a88ddef5c484c92b92237508fdaed_160)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_145)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_163)] | | | | | | | | | [removed: [45](#ieb873e21dfe94b319c64aa7f36ac8461_145)] [added: [47](#i307a88ddef5c484c92b92237508fdaed_163)] | | |

| [Note [removed: 1](#ieb873e21dfe94b319c64aa7f36ac8461_148)] [added: 1](#i307a88ddef5c484c92b92237508fdaed_166)] | | | | | | [Summary of Accounting [removed: Policies](#ieb873e21dfe94b319c64aa7f36ac8461_148)] [added: Policies](#i307a88ddef5c484c92b92237508fdaed_166)] | | | [removed: [45](#ieb873e21dfe94b319c64aa7f36ac8461_148)] [added: [47](#i307a88ddef5c484c92b92237508fdaed_166)] | | |

[removed: | [Note 4](#ieb873e21dfe94b319c64aa7f36ac8461_160) | | | | | | [Cost] [added: Cost] of Sales and Selling, [removed: General] [added: General,] and Administrative [removed: Expenses](#ieb873e21dfe94b319c64aa7f36ac8461_160) | | | [47](#ieb873e21dfe94b319c64aa7f36ac8461_160) | | |][added: Expenses]

| [Note [removed: 5](#ieb873e21dfe94b319c64aa7f36ac8461_163)] [added: 4](#i307a88ddef5c484c92b92237508fdaed_211)] | | | | | | [Consideration Received from [removed: Vendors](#ieb873e21dfe94b319c64aa7f36ac8461_163)] [added: Vendors](#i307a88ddef5c484c92b92237508fdaed_211)] | | | [removed: [48](#ieb873e21dfe94b319c64aa7f36ac8461_163)] [added: [50](#i307a88ddef5c484c92b92237508fdaed_211)] | | |

| [Note [removed: 6](#ieb873e21dfe94b319c64aa7f36ac8461_166)] [added: 5](#i307a88ddef5c484c92b92237508fdaed_214)] | | | | | | [Advertising [removed: Costs](#ieb873e21dfe94b319c64aa7f36ac8461_166)] [added: Costs](#i307a88ddef5c484c92b92237508fdaed_214)] | | | [removed: [48](#ieb873e21dfe94b319c64aa7f36ac8461_166)] [added: [50](#i307a88ddef5c484c92b92237508fdaed_214)] | | |

| [Note [removed: 7](#ieb873e21dfe94b319c64aa7f36ac8461_169)] [added: 6](#i307a88ddef5c484c92b92237508fdaed_217)] | | | | | | [Fair Value [removed: Measurements](#ieb873e21dfe94b319c64aa7f36ac8461_169)] [added: Measurements](#i307a88ddef5c484c92b92237508fdaed_217)] | | | [removed: [48](#ieb873e21dfe94b319c64aa7f36ac8461_169)] [added: [50](#i307a88ddef5c484c92b92237508fdaed_217)] | | |

| [Note [removed: 8](#ieb873e21dfe94b319c64aa7f36ac8461_172)] [added: 7](#i307a88ddef5c484c92b92237508fdaed_220)] | | | | | | [Cash and Cash [removed: Equivalents](#ieb873e21dfe94b319c64aa7f36ac8461_172)] [added: Equivalents](#i307a88ddef5c484c92b92237508fdaed_220)] | | | [removed: [49](#ieb873e21dfe94b319c64aa7f36ac8461_172)] [added: [51](#i307a88ddef5c484c92b92237508fdaed_220)] | | |

| [Note [removed: 10](#ieb873e21dfe94b319c64aa7f36ac8461_178)] [added: 9](#i307a88ddef5c484c92b92237508fdaed_226)] | | | | | | [Other Current [removed: Assets](#ieb873e21dfe94b319c64aa7f36ac8461_178)] [added: Assets](#i307a88ddef5c484c92b92237508fdaed_226)] | | | [removed: [50](#ieb873e21dfe94b319c64aa7f36ac8461_178)] [added: [52](#i307a88ddef5c484c92b92237508fdaed_226)] | | |

| [Note [removed: 11](#ieb873e21dfe94b319c64aa7f36ac8461_181)] [added: 10](#i307a88ddef5c484c92b92237508fdaed_229)] | | | | | | [Property and [removed: Equipment](#ieb873e21dfe94b319c64aa7f36ac8461_181)] [added: Equipment](#i307a88ddef5c484c92b92237508fdaed_229)] | | | [removed: [50](#ieb873e21dfe94b319c64aa7f36ac8461_181)] [added: [52](#i307a88ddef5c484c92b92237508fdaed_229)] | | |

| [Note [removed: 12](#ieb873e21dfe94b319c64aa7f36ac8461_187)] [added: 11](#i307a88ddef5c484c92b92237508fdaed_235)] | | | | | | [Other Noncurrent [removed: Assets](#ieb873e21dfe94b319c64aa7f36ac8461_187)] [added: Assets](#i307a88ddef5c484c92b92237508fdaed_235)] | | | [removed: [50](#ieb873e21dfe94b319c64aa7f36ac8461_187)] [added: [52](#i307a88ddef5c484c92b92237508fdaed_235)] | | |

| [Note [removed: 14](#ieb873e21dfe94b319c64aa7f36ac8461_190)] [added: 13](#i307a88ddef5c484c92b92237508fdaed_241)] | | | | | | [Accrued and Other Current [removed: Liabilities](#ieb873e21dfe94b319c64aa7f36ac8461_190)] [added: Liabilities](#i307a88ddef5c484c92b92237508fdaed_241)] | | | [removed: [51](#ieb873e21dfe94b319c64aa7f36ac8461_190)] [added: [53](#i307a88ddef5c484c92b92237508fdaed_241)] | | |

| [Note [removed: 15](#ieb873e21dfe94b319c64aa7f36ac8461_193)] [added: 14](#i307a88ddef5c484c92b92237508fdaed_244)] | | | | | | [Commitments and [removed: Contingencies](#ieb873e21dfe94b319c64aa7f36ac8461_193)] [added: Contingencies](#i307a88ddef5c484c92b92237508fdaed_244)] | | | [removed: [51](#ieb873e21dfe94b319c64aa7f36ac8461_193)] [added: [54](#i307a88ddef5c484c92b92237508fdaed_244)] | | |

| [Note [removed: 16](#ieb873e21dfe94b319c64aa7f36ac8461_196)] [added: 15](#i307a88ddef5c484c92b92237508fdaed_247)] | | | | | | [Commercial Paper and Long-Term [removed: Debt](#ieb873e21dfe94b319c64aa7f36ac8461_196)] [added: Debt](#i307a88ddef5c484c92b92237508fdaed_247)] | | | [removed: [52](#ieb873e21dfe94b319c64aa7f36ac8461_196)] [added: [55](#i307a88ddef5c484c92b92237508fdaed_247)] | | |

| [Note [removed: 17](#ieb873e21dfe94b319c64aa7f36ac8461_199)] [added: 16](#i307a88ddef5c484c92b92237508fdaed_250)] | | | | | | [Derivative Financial [removed: Instruments](#ieb873e21dfe94b319c64aa7f36ac8461_199)] [added: Instruments](#i307a88ddef5c484c92b92237508fdaed_250)] | | | [removed: [53](#ieb873e21dfe94b319c64aa7f36ac8461_199)] [added: [55](#i307a88ddef5c484c92b92237508fdaed_250)] | | |

| [Note [removed: 19](#ieb873e21dfe94b319c64aa7f36ac8461_205)] [added: 18](#i307a88ddef5c484c92b92237508fdaed_256)] | | | | | | [Income [removed: Taxes](#ieb873e21dfe94b319c64aa7f36ac8461_205)] [added: Taxes](#i307a88ddef5c484c92b92237508fdaed_256)] | | | [removed: [56](#ieb873e21dfe94b319c64aa7f36ac8461_205)] [added: [59](#i307a88ddef5c484c92b92237508fdaed_256)] | | |

| [Note [removed: 20](#ieb873e21dfe94b319c64aa7f36ac8461_208)] [added: 19](#i307a88ddef5c484c92b92237508fdaed_262)] | | | | | | [Other Noncurrent [removed: Liabilities](#ieb873e21dfe94b319c64aa7f36ac8461_208)] [added: Liabilities](#i307a88ddef5c484c92b92237508fdaed_262)] | | | [removed: [58](#ieb873e21dfe94b319c64aa7f36ac8461_208)] [added: [61](#i307a88ddef5c484c92b92237508fdaed_262)] | | |

| [Note [removed: 21](#ieb873e21dfe94b319c64aa7f36ac8461_211)] [added: 20](#i307a88ddef5c484c92b92237508fdaed_265)] | | | | | | [Share [removed: Repurchase](#ieb873e21dfe94b319c64aa7f36ac8461_211)] [added: Repurchase](#i307a88ddef5c484c92b92237508fdaed_265)] | | | [removed: [58](#ieb873e21dfe94b319c64aa7f36ac8461_211)] [added: [61](#i307a88ddef5c484c92b92237508fdaed_265)] | | |

| [Note [removed: 22](#ieb873e21dfe94b319c64aa7f36ac8461_214)] [added: 21](#i307a88ddef5c484c92b92237508fdaed_268)] | | | | | | [Share-Based [removed: Compensation](#ieb873e21dfe94b319c64aa7f36ac8461_214)] [added: Compensation](#i307a88ddef5c484c92b92237508fdaed_268)] | | | [removed: [58](#ieb873e21dfe94b319c64aa7f36ac8461_214)] [added: [61](#i307a88ddef5c484c92b92237508fdaed_268)] | | |

| [Note [removed: 23](#ieb873e21dfe94b319c64aa7f36ac8461_217)] [added: 22](#i307a88ddef5c484c92b92237508fdaed_271)] | | | | | | [Defined Contribution [removed: Plans](#ieb873e21dfe94b319c64aa7f36ac8461_217)] [added: Plans](#i307a88ddef5c484c92b92237508fdaed_271)] | | | [removed: [60](#ieb873e21dfe94b319c64aa7f36ac8461_217)] [added: [63](#i307a88ddef5c484c92b92237508fdaed_271)] | | |

| [Note [removed: 24](#ieb873e21dfe94b319c64aa7f36ac8461_220)] [added: 23](#i307a88ddef5c484c92b92237508fdaed_274)] | | | | | | [Pension [removed: Plans](#ieb873e21dfe94b319c64aa7f36ac8461_220)] [added: Plans](#i307a88ddef5c484c92b92237508fdaed_274)] | | | [removed: [61](#ieb873e21dfe94b319c64aa7f36ac8461_220)] [added: [63](#i307a88ddef5c484c92b92237508fdaed_274)] | | |

| [Note [removed: 25](#ieb873e21dfe94b319c64aa7f36ac8461_223)] [added: 24](#i307a88ddef5c484c92b92237508fdaed_277)] | | | | | | [Accumulated Other Comprehensive [removed: Loss](#ieb873e21dfe94b319c64aa7f36ac8461_223)] [added: Loss](#i307a88ddef5c484c92b92237508fdaed_277)] | | | [removed: [65](#ieb873e21dfe94b319c64aa7f36ac8461_223)] [added: [67](#i307a88ddef5c484c92b92237508fdaed_277)] | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 36] [added: 38] | | |

| | | | FINANCIAL STATEMENTS | | | [Table of [removed: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] [added: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] | | |

| | | | REPORTS | | | [Index to Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] | | |

| Brian C. Cornell Chair of the Board and Chief Executive Officer March [removed: 13, 2024] [added: 12, 2025] | | | | | | [removed: Michael J. Fiddelke] [added: Jim Lee] Executive Vice President and [removed: and] Chief [removed: Operating Officer and Chief] Financial Officer | | |

To the Shareholders and the Board of Directors of [added: Target Corporation]

We have audited the accompanying consolidated statements of financial position of Target Corporation (the Corporation) as of February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023,] [added: February 3, 2024,] the related consolidated statements of operations, comprehensive income, shareholders' investment and cash flows for each of the three years in the period ended February [removed: 3, 2024,] [added: 1, 2025,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Corporation at February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023,] [added: February 3, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended February [removed: 3, 2024,] [added: 1, 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Corporation's internal control over financial reporting as of February [removed: 3, 2024,] [added: 1, 2025,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March [removed: 13, 2024] [added: 12, 2025] expressed an unqualified opinion thereon.

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 37] [added: 39] | | |

| *Description of the Matter* | | | At February [removed: 3, 2024,] [added: 1, 2025,] the Corporation’s vendor income receivable totaled [removed: $513] [added: $543] million. As discussed in Note [removed: 5] [added: 4] of the consolidated financial statements, the Corporation receives consideration for a variety of vendor-sponsored programs, which are primarily recorded as a reduction of cost of sales when earned. The Corporation records a receivable for amounts earned but not yet received. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Corporation’s vendor income receivable process, including controls over [removed: management’s review of] the inputs described above. | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 38] [added: 40] | | |

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we assessed the effectiveness of our internal control over financial reporting as of February [removed: 3, 2024,] [added: 1, 2025,] based on the framework in *Internal Control—Integrated Framework (2013)*, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

| [Note 2](#i307a88ddef5c484c92b92237508fdaed_175) | | | | | | [Net](#i307a88ddef5c484c92b92237508fdaed_175) [S](#i307a88ddef5c484c92b92237508fdaed_175)[ales](#i307a88ddef5c484c92b92237508fdaed_175) | | | [48](#i307a88ddef5c484c92b92237508fdaed_175) | | |

| [Note 8](#i307a88ddef5c484c92b92237508fdaed_223) | | | | | | [Inventory](#i307a88ddef5c484c92b92237508fdaed_223) | | | [51](#i307a88ddef5c484c92b92237508fdaed_223) | | |

| [Note 12](#i307a88ddef5c484c92b92237508fdaed_238) | | | | | | [Supplier Finance Programs](#i307a88ddef5c484c92b92237508fdaed_238) | | | [53](#i307a88ddef5c484c92b92237508fdaed_238) | | |

| [Note 17](#i307a88ddef5c484c92b92237508fdaed_253) | | | | | | [Leases](#i307a88ddef5c484c92b92237508fdaed_253) | | | [56](#i307a88ddef5c484c92b92237508fdaed_253) | | |

| [Note 25](#i307a88ddef5c484c92b92237508fdaed_196) | | | | | | [Segment Reporting](#i307a88ddef5c484c92b92237508fdaed_196) | | | [68](#i307a88ddef5c484c92b92237508fdaed_196) | | |

| /s/ Brian C. Cornell | | | | | | /s/ Jim Lee | | |

| | | | REPORTS | | | [Index to Financial Statements](#i307a88ddef5c484c92b92237508fdaed_124) | | |

March 12, 2025

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i307a88ddef5c484c92b92237508fdaed_7) | | |

| | | | REPORTS | | | [Index to Financial Statements](#i307a88ddef5c484c92b92237508fdaed_124) | | |

| /s/ Brian C. Cornell | | | | | | /s/ Jim Lee | | |

To the Shareholders and the Board of Directors of Target Corporation

March 12, 2025

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i307a88ddef5c484c92b92237508fdaed_7) | | |

| Cost of sales | | | 76,502 | | | 77,828 | | | 82,306 | | |

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i307a88ddef5c484c92b92237508fdaed_7) | | |

| | | | | | | [Index to Financial Statements](#i307a88ddef5c484c92b92237508fdaed_124) | | |

Note: 2023 consisted of 53 weeks compared with 52 weeks in 2024 and 2022.

See accompanying [Notes to Consolidated Financial Statements](#i307a88ddef5c484c92b92237508fdaed_163).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i307a88ddef5c484c92b92237508fdaed_7) | | |

| | | | | | | [Index to Financial Statements](#i307a88ddef5c484c92b92237508fdaed_124) | | |

See accompanying [Notes to Consolidated Financial Statements](#i307a88ddef5c484c92b92237508fdaed_163).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i307a88ddef5c484c92b92237508fdaed_7) | | |

| | | | | | | [Index to Financial Statements](#i307a88ddef5c484c92b92237508fdaed_124) | | |

| Net earnings | | | $ | 4,091 | | $ | 4,138 | | $ | 2,780 | |

Note: 2023 consisted of 53 weeks compared with 52 weeks in 2024 and 2022.

See accompanying [Notes to Consolidated Financial Statements](#i307a88ddef5c484c92b92237508fdaed_163).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i307a88ddef5c484c92b92237508fdaed_7) | | |

| | | | | | | [Index to Financial Statements](#i307a88ddef5c484c92b92237508fdaed_124) | | |

| Share-based compensation | | | 1.5 | | | — | | | 68 | | | — | | | — | | | 68 | | |

| Share-based compensation | | | 1.4 | | | — | | | 153 | | | — | | | — | | | 153 | | |

| Repurchase of stock | | | (7.2) | | | (1) | | | — | | | (1,014) | | | — | | | (1,015) | | |

| Share-based compensation | | | 1.1 | | | 1 | | | 235 | | | — | | | — | | | 236 | | |

| February 1, 2025 | | | 455.6 | | | $ | 38 | | $ | 6,996 | | $ | 8,090 | | $ | (458) | | $ | 14,666 | |

See accompanying [Notes to Consolidated Financial Statements](#i307a88ddef5c484c92b92237508fdaed_163).

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i307a88ddef5c484c92b92237508fdaed_7) | | |

Fiscal 2024 ended February 1, 2025, and consisted of 52 weeks.

| | | | FINANCIAL STATEMENTS | | | [Table of Contents](#i307a88ddef5c484c92b92237508fdaed_7) | | |

| | | | NOTES | | | [Index to Financial Statements](#i307a88ddef5c484c92b92237508fdaed_124) | | |

Net Sales

| [Note 2](#ieb873e21dfe94b319c64aa7f36ac8461_154) | | | | | | [Dermstore Sale](#ieb873e21dfe94b319c64aa7f36ac8461_154) | | | [45](#ieb873e21dfe94b319c64aa7f36ac8461_154) | | |

| [Note 3](#ieb873e21dfe94b319c64aa7f36ac8461_157) | | | | | | [Revenues](#ieb873e21dfe94b319c64aa7f36ac8461_157) | | | [46](#ieb873e21dfe94b319c64aa7f36ac8461_157) | | |

| [Note 9](#ieb873e21dfe94b319c64aa7f36ac8461_175) | | | | | | [Inventory](#ieb873e21dfe94b319c64aa7f36ac8461_175) | | | [49](#ieb873e21dfe94b319c64aa7f36ac8461_175) | | |

| [N](#ieb873e21dfe94b319c64aa7f36ac8461_2392)[ote 13](#ieb873e21dfe94b319c64aa7f36ac8461_2392) | | | | | | [S](#ieb873e21dfe94b319c64aa7f36ac8461_2392)[upplier Finance Programs](#ieb873e21dfe94b319c64aa7f36ac8461_2392) | | | [51](#ieb873e21dfe94b319c64aa7f36ac8461_2392) | | |

| [Note 18](#ieb873e21dfe94b319c64aa7f36ac8461_202) | | | | | | [Leases](#ieb873e21dfe94b319c64aa7f36ac8461_202) | | | [54](#ieb873e21dfe94b319c64aa7f36ac8461_202) | | |

| /s/ Brian C. Cornell | | | | | | /s/ Michael J. Fiddelke | | |

Target Corporation

March 13, 2024

| Other revenue | | | 1,609 | | | 1,532 | | | 1,394 | | |

| Gain on Dermstore sale | | | — | | | — | | | (335) | | |

| Proceeds from Dermstore sale | | | — | | | — | | | 356 | | |

| January 30, 2021 | | | 500.9 | | | $ | 42 | | $ | 6,329 | | $ | 8,825 | | $ | (756) | | $ | 14,440 | |

| Repurchase of stock | | | (31.3) | | | (3) | | | — | | | (7,196) | | | — | | | (7,199) | | |

| Stock options and awards | | | 1.7 | | | — | | | 92 | | | — | | | — | | | 92 | | |

| Stock options and awards | | | 1.5 | | | — | | | 68 | | | — | | | — | | | 68 | | |

| Stock options and awards | | | 1.4 | | | — | | | 153 | | | — | | | — | | | 153 | | |

Dermstore Sale

In February 2021, we sold our wholly owned subsidiary Dermstore LLC (Dermstore) for $356 million in cash and recognized a $335 million pretax gain, which is included in Net Other Income.

Dermstore represented less than 1 percent of our consolidated revenues, operating income and net assets.

Revenues

| Beauty and household essentials *(b)* | | | 31,284 | | | 29,575 | | | 27,268 | | |

| Sales | | | 105,803 | | | 107,588 | | | 104,611 | | |

| Other | | | 942 | | | 798 | | | 684 | | |

5.

Substantially all vendor income is recorded as a reduction of Cost of Sales.

Reimbursements from vendors that are for specific, incremental, and identifiable advertising costs are recognized as offsets of these advertising costs within Selling, General and Administrative Expenses (SG&A Expenses).

| Interest rate swaps *(c)* | | | Other Noncurrent Liabilities | | | Level 2 | | | | | | 123 | | | | | | 81 | | |

| | | | | | | | | | | | | | | | | | |

| Goodwill and intangible assets *(a)* | | | $ | 639 | | $ | 645 | |

| Other | | | 221 | | | 160 | | |

*(a)*Goodwill totaled $631 million as of both February 3, 2024, and January 28, 2023.

Our outstanding vendor obligations eligible for early payment under these arrangements totaled $3.4 billion as of February 3, 2024, and January 28, 2023, and are included within Accounts Payable on our Consolidated Statements of Financial Position.

| Other | | | 1,415 | | | 1,492 | | |

| Due 2024-2028 | | | 2.7 | | | | | | 4,668 | | | | | | 4,664 | | |

| Due 2029-2033 | | | 4.5 | | | | | | 4,219 | | | | | | 4,216 | | |

| Due 2034-2038 | | | 6.8 | | | | | | 937 | | | | | | 937 | | |

| Due 2039-2043 | | | 4.0 | | | | | | 1,088 | | | | | | 1,087 | | |

| Due 2044-2048 | | | 3.8 | | | | | | 1,119 | | | | | | 1,118 | | |

In January 2023, we issued unsecured fixed rate debt of $1.15 billion at 4.8 percent that matures in January 2053 and $500 million at 4.4 percent that matures in January 2033.

In connection with this issuance, we terminated our remaining forward-starting interest rate swaps.

For the Report of Management on Internal Control and the Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting, see [Part II, Item 8, Financial Statements and Supplementary [removed: Data](#ieb873e21dfe94b319c64aa7f36ac8461_121).][added: Data](#i307a88ddef5c484c92b92237508fdaed_124).]

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| TARGET CORPORATION | | |  | | | 2024 Form 10-K | | | 68 | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of Contents](#i307a88ddef5c484c92b92237508fdaed_7) | | |

| | | | | | | [Index to Financial Statements](#i307a88ddef5c484c92b92237508fdaed_124) | | |

On [removed: November 22, 2023,] [added: December 5, 2024,] Christina Hennington, Target’s Executive Vice President and Chief [added: Strategy and] Growth Officer, adopted a written plan for the sale of Target common stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Ms. Hennington’s written plan covers [removed: 11,900] [added: 13,514] shares of Target common stock in the aggregate.

It provides for the sale of [removed: 9,900] [added: 11,965] shares of Target common stock and also provides for a gift of [removed: 2,000] [added: 1,549] shares of Target common stock.

This written plan is scheduled to expire on [removed: November 22, 2024.][added: April 2, 2026.]

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| TARGET CORPORATION | | |  | | | 2023 Form 10-K | | | 65 | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7) | | |

| | | | | | | [Index to Financial Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121) | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 66] [added: 69] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] [added: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] | | |

Certain information required by Part III is incorporated by reference from Target's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June [removed: 12, 2024] [added: 11, 2025] (our Proxy Statement).

- Questions and answers about the [removed: 2024] [added: 2025] Annual Meeting—Access to information—Question 16

- Questions and answers about the [removed: 2024] [added: 2025] Annual Meeting—Communications—Question 19

See also [Part I, Item 1, [removed: Business](#ieb873e21dfe94b319c64aa7f36ac8461_13)] [added: Business](#i307a88ddef5c484c92b92237508fdaed_13)] of this Form 10-K.

- Compensation Discussion and Analysis—Compensation policies and risk—Securities trading policy

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 67] [added: 70] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] [added: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] | | |

a) [added: (1)] Financial Statements

- [Consolidated Statements of [removed: Operations](#ieb873e21dfe94b319c64aa7f36ac8461_130)] [added: Operations](#i307a88ddef5c484c92b92237508fdaed_133)] for the Years Ended February [added: 1, 2025, February] 3, 2024, [removed: January 28, 2023,] and January [removed: 29, 2022][added: 28, 2023]

- [Consolidated Statements of Comprehensive [removed: Income](#ieb873e21dfe94b319c64aa7f36ac8461_133)] [added: Income](#i307a88ddef5c484c92b92237508fdaed_151)] for the Years Ended February [added: 1, 2025, February] 3, 2024, [removed: January 28, 2023,] and January [removed: 29, 2022][added: 28, 2023]

- [Consolidated Statements of Financial [removed: Position](#ieb873e21dfe94b319c64aa7f36ac8461_136)] [added: Position](#i307a88ddef5c484c92b92237508fdaed_154)] as of February [removed: 3, 2024,] [added: 1, 2025,] and [removed: January 28, 2023][added: February 3, 2024]

- [Consolidated Statements of Cash [removed: Flows](#ieb873e21dfe94b319c64aa7f36ac8461_139)] [added: Flows](#i307a88ddef5c484c92b92237508fdaed_157)] for the Years Ended February [added: 1, 2025, February] 3, 2024, [removed: January 28, 2023,] and January [removed: 29, 2022][added: 28, 2023]

- [Consolidated Statements of Shareholders' [removed: Investment](#ieb873e21dfe94b319c64aa7f36ac8461_142)] [added: Investment](#i307a88ddef5c484c92b92237508fdaed_160)] for the Years Ended February [added: 1, 2025, February] 3, 2024, [removed: January 28, 2023,] and January [removed: 29, 2022][added: 28, 2023]

- [Notes to Consolidated Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_145)][added: Statements](#i307a88ddef5c484c92b92237508fdaed_163)]

- [Report of Independent Registered Public Accounting Firm on Consolidated Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_127)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_130)] (PCAOB ID: 42)

| [removed: Financial] [added: (2) Financial] Statement Schedules | | |

| TARGET CORPORATION | | | [removed: ] [added: ] | | | [removed: 2023] [added: 2024] Form 10-K | | | [removed: 68] [added: 71] | | |

| | | | SUPPLEMENTAL INFORMATION | | | [Table of [removed: Contents](#ieb873e21dfe94b319c64aa7f36ac8461_7)] [added: Contents](#i307a88ddef5c484c92b92237508fdaed_7)] | | |

| | | | | | | [Index to Financial [removed: Statements](#ieb873e21dfe94b319c64aa7f36ac8461_121)] [added: Statements](#i307a88ddef5c484c92b92237508fdaed_124)] | | |

| 3.1 | | | | | | [Amended and Restated Articles of Incorporation of Target Corporation (as amended through June 9, 2010) (filed as Exhibit (3)A to Target's Current Report on Form 8-K on June 10, [removed: 2010 and] [added: 2010](https://www.sec.gov/Archives/edgar/data/27419/000110465910033363/a10-11723_1ex3da.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465910033363/a10-11723_1ex3da.htm) [and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000110465910033363/a10-11723_1ex3da.htm) | | |

| 3.2 | | | | | | [Bylaws of Target Corporation (as amended and restated through January [removed: 11, 2023)] [added: 1](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm)[5](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm)[, 202](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm)[5](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm)[)] (filed as Exhibit 3.2 to Target's Current Report on Form 8-K on January [removed: 12, 2023 and] [added: 1](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm)[7](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm)[, 202](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm)[5](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm) [and] incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741923000005/exhibit328-k.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741925000002/exhibit32january20258-k.htm)] | | |

| 4.1 | | | | | | [Indenture, dated as of August 4, [removed: 2000 between] [added: 2000](https://www.sec.gov/Archives/edgar/data/27419/000091205700036147/ex-4_1.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000091205700036147/ex-4_1.htm) [between] Target Corporation and Bank One Trust Company, N.A. (filed as Exhibit 4.1 to Target's Current Report on Form 8-K on August 10, [removed: 2000 and] [added: 2000](https://www.sec.gov/Archives/edgar/data/27419/000091205700036147/ex-4_1.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000091205700036147/ex-4_1.htm) [and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000091205700036147/ex-4_1.htm) | | |

| 4.1.1 | | | | | | [First Supplemental [removed: Indenture dated] [added: Indenture](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm) [dated] as of May 1, [removed: 2007 to Indenture dated] [added: 2007](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm) [to Indenture](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm) [dated] as of August 4, [removed: 2000 between] [added: 2000](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm) [between] Target Corporation and The Bank of New York Trust Company, N.A. (as successor in interest to Bank One Trust Company N.A.) (filed as Exhibit 4.1 to Target’s Current Report on Form 8-K on May 1, [removed: 2007 and] [added: 2007](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm) [and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000110465907034430/a07-12852_1ex4d1.htm) | | |

| 4.2 | | | | | | [Description of Securities (filed as Exhibit (4)D to Target's Annual Report on Form 10-K for the year ended January 30, [removed: 2021 and] [added: 2021](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit4d.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit4d.htm) [and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit4d.htm) | | |

| 10.1 | | | * | | | [Target Corporation Executive Officer Cash Incentive Plan (filed as Exhibit (10)A to Target's Annual Report on Form 10-K for the year ended January 30, [removed: 2021 and] [added: 2021](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit10a.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit10a.htm) [and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741921000010/tgt20210130-exhibit10a.htm) | | |

| 10.2 | | | * | | | [Target Corporation Long-Term Incentive Plan (as amended and restated effective June 8, 2011) (filed as Exhibit (10)B to Target's Quarterly Report on Form 10-Q for the quarter ended July 30, [removed: 2011 and] [added: 2011](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10db.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10db.htm) [and] incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/27419/000110465911048645/a11-14163_1ex10db.htm) | | |

| [removed: 10.2.1] [added: 10.15] | | | * | | | [removed: [Form of Amended and Restated Executive Non-Qualified Stock Option] [added: [Target Corporation Deferred Compensation Trust] Agreement [added: (as amended and restated effective January 1, 2009)] (filed as Exhibit [removed: (10)V] [added: (10)O] to Target's Annual Report on Form 10-K for the year ended January 31, [removed: 2015 and] [added: 2009](https://www.sec.gov/Archives/edgar/data/27419/000104746909002623/a2190597zex-10_o.htm)[,](https://www.sec.gov/Archives/edgar/data/27419/000104746909002623/a2190597zex-10_o.htm) [and] incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/27419/000002741915000012/tgt_exhibitx10vx10-kxfy2014.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/27419/000104746909002623/a2190597zex-10_o.htm)] | | |