Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Changes in Internal Control Over Financial Reporting
During the most recently completed fiscal quarter, there were no changes which materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report, we conducted an evaluation, under supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (Exchange Act). Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level. Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
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For the Report of Management on Internal Control and the Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting, see Part II, Item 8, Financial Statements and Supplementary Data .
Item 9B. Other Information
On December 5, 2024 , Christina Hennington , Target’s Executive Vice President and Chief Strategy and Growth Officer, adopted a written plan for the sale of Target common stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Ms. Hennington’s written plan covers 13,514 shares of Target common stock in the aggregate. It provides for the sale of 11,965 shares of Target common stock and also provides for a gift of 1,549 shares of Target common stock. This written plan is scheduled to expire on April 2, 2026 .
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Certain information required by Part III is incorporated by reference from Target's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June 11, 2025 (our Proxy Statement). Except for those portions specifically incorporated in this Form 10-K by reference to the Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this Form 10-K.
Item 10. Directors, Executive Officers and Corporate Governance
The following sections of the Proxy Statement are incorporated herein by reference:
• Item one—Election of directors
• General information about corporate governance and the Board—
◦ Committees
◦ Business ethics and conduct
• Compensation Discussion and Analysis—Compensation policies and risk— Securities trading policy
• Questions and answers about the 2025 Annual Meeting—Access to information—Question 16
• Questions and answers about the 2025 Annual Meeting—Communications—Question 19
See also Part I, Item 1, Business of this Form 10-K.
Item 11. Executive Compensation
The following sections of the Proxy Statement are incorporated herein by reference:
• Item one—Election of directors—Director compensation
• Compensation Discussion and Analysis
• Compensation tables (exclusive of Compensation tables—Pay versus performance disclosure)
• Compensation & Human Capital Management Committee Report
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following sections of the Proxy Statement are incorporated herein by reference:
• Stock ownership information—
◦ Beneficial ownership of directors and executive officers
◦ Beneficial ownership of Target’s largest shareholders
• Compensation tables—Equity compensation plan information
Item 13. Certain Relationships and Related Transactions, and Director Independence
The following sections of the Proxy Statement are incorporated herein by reference:
• General information about corporate governance and the Board—
◦ Committees
◦ Director independence
◦ Policy on transactions with related persons
Item 14. Principal Accountant Fees and Services
The following section of the Proxy Statement is incorporated herein by reference:
• Item two—Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm—Audit and non-audit fees
TARGET CORPORATION
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PART IV
Item 15. Exhibits, Financial Statement Schedules
The following information required under this item is filed as part of this report:
a) (1) Financial Statements
• Consolidated Statements of Operations for the Years Ended February 1, 2025, February 3, 2024, and January 28, 2023
• Consolidated Statements of Comprehensive Income for the Years Ended February 1, 2025, February 3, 2024, and January 28, 2023
• Consolidated Statements of Financial Position as of February 1, 2025, and February 3, 2024
• Consolidated Statements of Cash Flows for the Years Ended February 1, 2025, February 3, 2024, and January 28, 2023
• Consolidated Statements of Shareholders' Investment for the Years Ended February 1, 2025, February 3, 2024, and January 28, 2023
• Notes to Consolidated Financial Statements
• Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements (PCAOB ID: 42 )
(2) Financial Statement Schedules
None.
Other schedules have not been included either because they are not applicable or because the information is included elsewhere in this Report.
(3) Exhibits
See exhibits listed under part (b) below.
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b) Exhibits (1)
3.1 Amended and Restated Articles of Incorporation of Target Corporation (as amended through June 9, 2010) (filed as Exhibit (3)A to Target's Current Report on Form 8-K on June 10, 2010 , and incorporated herein by reference).
3.2 Bylaws of Target Corporation (as amended and restated through January 1 5 , 202 5 ) (filed as Exhibit 3.2 to Target's Current Report on Form 8-K on January 1 7 , 202 5 , and incorporated herein by reference).
4.1 Indenture, dated as of August 4, 2000 , between Target Corporation and Bank One Trust Company, N.A. (filed as Exhibit 4.1 to Target's Current Report on Form 8-K on August 10, 2000 , and incorporated herein by reference).
4.1.1 First Supplemental Indenture , dated as of May 1, 2007 , to Indenture , dated as of August 4, 2000 , between Target Corporation and The Bank of New York Trust Company, N.A. (as successor in interest to Bank One Trust Company N.A.) (filed as Exhibit 4.1 to Target’s Current Report on Form 8-K on May 1, 2007 , and incorporated herein by reference).
4.2 Description of Securities (filed as Exhibit (4)D to Target's Annual Report on Form 10-K for the year ended January 30, 2021 , and incorporated herein by reference).
10.1 * Target Corporation Executive Officer Cash Incentive Plan (filed as Exhibit (10)A to Target's Annual Report on Form 10-K for the year ended January 30, 2021 , and incorporated herein by reference).
10.2 * Target Corporation Long-Term Incentive Plan (as amended and restated effective June 8, 2011) (filed as Exhibit (10)B to Target's Quarterly Report on Form 10-Q for the quarter ended July 30, 2011 , and incorporated herein by reference).
10.3 * Amended and Restated Target Corporation 2011 Long-Term Incentive Plan (as amended and restated effective September 1, 2017) (filed as Exhibit (10)C to Target's Quarterly Report on Form 10-Q for the quarter ended July 29, 2017 , and incorporated herein by reference).
10.3.1 * Form of Price-Vested Stock Option Agreement (filed as Exhibit (10)JJ to Target's Quarterly Report on Form 10-Q for the quarter ended April 29, 2017 , and incorporated herein by reference).
10.4 * Target Corporation 2020 Long-Term Incentive Plan (filed as Exhibit (10)D to Target's Current Report on Form 8-K on June 11, 2020 , and incorporated herein by reference).
10.4.1 *
Form of Restricted Stock Unit Agreement (filed as Exhibit 10.4.1 to Target's Annual Report on Form 10-K for the year ended February 3, 2024, and incorporated herein by reference ) .
10.4.2 *
Form of Performance-Based Restricted Stock Unit Agreement ( filed as Exhibit 10.4. 2 to Target's Annual Report on Form 10-K for the year ended February 3, 2024, and incorporated herein by reference ) .
10.4.3 *
Form of Performance Share Unit Agreement ( filed as Exhibit 10.4. 3 to Target's Annual Report on Form 10-K for the year ended February 3, 2024, and incorporated herein by reference ) .
10.4.4 * Form of Non-Employee Director Restricted Stock Unit Agreement (filed as Exhibit (10)Y to Target's Quarterly Report on Form 10-Q for the quarter ended August 1, 2020 , and incorporated herein by reference).
10.4.5
* ** Form of Cliff-Vested Restricted Stock Unit Agreement.
10.4.6
* ** Form of Performance Award Performance Share Unit Agreement.
10.5 * Target Corporation SPP I (2022 Plan Statement) (as amended and restated effective May 1, 2022) (filed as Exhibit (10)E to Target's Quarterly Report on Form 10-Q for the quarter ended July 30, 2022 , and incorporated herein by reference).
10.6 * Target Corporation SPP II (2022 Plan Statement) (as amended and restated effective May 1, 2022) (filed as Exhibit (10)F to Target's Quarterly Report on Form 10-Q for the quarter ended July 30, 2022 , and incorporated herein by reference).
10.7 * Target Corporation SPP III (2014 Plan Statement) (as amended and restated effective January 1, 2014) (filed as Exhibit (10)E to Target's Annual Report on Form 10-K for the year ended February 1, 2014 , and incorporated herein by reference).
10.7.1 * Amendment to Target Corporation SPP III (2014 Plan Statement) (effective April 3, 2016) (filed as Exhibit (10)NN to Target's Quarterly Report on Form 10-Q for the quarter ended April 30, 2016 , and incorporated herein by reference).
10.8 * Target Corporation Officer Deferred Compensation Plan (as amended and restated effective June 8, 2011) (filed as Exhibit (10)F to Target's Quarterly Report on Form 10-Q for the quarter ended July 30, 2011 , and incorporated herein by reference).
10.9 * ** Target Corporation Officer EDCP (202 5 Plan Statement) .
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10.10 * Target Corporation Deferred Compensation Plan Directors (filed as Exhibit (10)I to Target's Annual Report on Form 10-K for the year ended February 3, 2007 , and incorporated herein by reference).
10.11 * Target Corporation DDCP (2022 Plan Statement) (as amended and restated effective January 1, 2022) (filed as Exhibit (10)L to Target's Quarterly Report on Form 10-Q for the quarter ended October 30, 2021 , and incorporated herein by reference).
10.12 * Target Corporation Officer Income Continuation Plan (as amended and restated effective September 1, 2017) (filed as Exhibit (10)L to Target's Quarterly Report on Form 10-Q for the quarter ended July 29, 2017 , and incorporated herein by reference).
10.13 * Target Corporation Executive Excess Long Term Disability Plan (as restated effective January 1, 2010) (filed as Exhibit (10)A to Target's Quarterly Report on Form 10-Q for the quarter ended October 30, 2010 , and incorporated herein by reference).
10.14 * Director Retirement Program (filed as Exhibit (10)O to Target's Annual Report on Form 10-K for the year ended January 29, 2005 , and incorporated herein by reference).
10.15 * Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (filed as Exhibit (10)O to Target's Annual Report on Form 10-K for the year ended January 31, 2009 , and incorporated herein by reference).
10.15.1 * Amendment , dated as of June 8, 2011 , to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (filed as Exhibit (10)AA to Target's Quarterly Report on Form 10-Q for the quarter ended July 30, 2011 , and incorporated herein by reference).
10.15.2 * Amendment , dated as of October 25, 2017 , to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (filed as Exhibit (10)MM to Target's Quarterly Report on Form 10-Q for the quarter ended October 28, 2017 , and incorporated herein by reference).
10.15.3 * Amendment , dated as of December 18, 2020 , to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (filed as Exhibit (10)S to Target's Annual Report on Form 10-K for the year ended January 30, 2021 , and incorporated herein by reference).
10.16 * Form of Cash Retention Award (filed as Exhibit (10)W to Target’s Annual Report on Form 10-K for the year ended February 2, 2013 , and incorporated herein by reference).
10.17 * ‡
Aircraft Time Sharing Agreement , dated as of October 4, 2022 , among Target Corporation and Brian C. Cornell (filed as Exhibit (10)BB to Target's Quarterly Report on Form 10-Q for the quarter ended October 29, 2022 , and incorporated herein by reference).
10.18 *
Transition Agreement, dated as of August 12, 2024, among Target Corporation, Target Enterprise, Inc., and Don H. Liu (filed as Exhibit 10.23 to Target's Quarterly Report on Form 10-Q for the quarter ended November 2, 2024, and incorporated herein by reference).
10.19 Five-Year Credit Agreement , dated as of October 18, 2021 , among Target Corporation, Bank of America, N.A., as Administrative Agent, and the Banks listed therein (filed as Exhibit (10)DD to Target's Quarterly Report on Form 10-Q for the quarter ended October 30, 2021 , and incorporated herein by reference).
10.19.1 ‡
Amendment No. 1 to Five-Year Credit Agreement , dated as of October 25, 2022 , among Target Corporation, Bank of America, N.A., as Administrative Agent, and the Banks listed therein (filed as Exhibit (10)EE to Target's Quarterly Report on Form 10-Q for the quarter ended October 29, 2022 , and incorporated herein by reference).
10.19.2
Amendment No. 2 to Five-Year Credit Agreement , dated as of September 20, 2023 , among Target Corporation, Bank of America, N.A., as Administrative Agent, and the Banks listed therein (filed as Exhibit 10.19.2 to Target's Quarterly Report on Form 10-Q for the quarter ended October 28, 2023 , and incorporated herein by reference).
10.20 ‡
364-Day Credit Agreement , dated as of October 1 5 , 202 4, among Target Corporation, the Banks listed therein, the Co-Documentation Agents and Syndication Agent listed therein, and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.20 to Target's Quarterly Report on Form 10-Q for the quarter ended November 2, 2024, and incorporated herein by reference).
10.21 ** + ‡
Credit Card Program Agreement , dated as of October 22, 2012 , among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A.
10.21.1 ** +
First Amendment , dated as of February 24, 2015 , to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A.
10.21.2 ** +
Second Amendment , dated as of November 19, 2019 , to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A.
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10.21.3 + Third Amendment , dated as of November 1, 2022 , to Credit Card Program Agreement among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A. (filed as Exhibit (10)JJ to Target's Quarterly Report on Form 10-Q for the quarter ended October 29, 2022, and incorporated herein by reference ).
10.21.4
+ Letter Agreement , dated as of March 8, 2023 , among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A. (filed as Exhibit 10.21.4 to Target’s Quarterly Report on Form 10-Q for the quarter ended April 29, 2023 , and incorporated herein by reference).
10.22 ** + ‡
Pharmacy Operating Agreement , dated as of December 16, 2015 , between Target Corporation and CVS Pharmacy, Inc.
10.22.1 ** +
First Amendment , dated as of November 30, 2016 , to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc.
10.22.2 Second Amendment , dated as of January 9, 2018 , to Pharmacy Operating Agreement between Target Corporation and CVS Pharmacy, Inc. (filed as Exhibit (10)HH to Target's Annual Report on Form 10-K for the year ended February 3, 2018 , and incorporated herein by reference).
19.1
**
Securities Trading Policy
21.1 ** List of Subsidiaries
23.1 ** Consent of Independent Registered Public Accounting Firm
24.1 ** Powers of Attorney
31.1 ** Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 ** Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 *** Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 *** Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1
Target Corporation Clawback Policy (filed as Exhibit 97.1 to Target's Annual Report on Form 10-K for the year ended February 3, 2024, and incorporated herein by reference ).
101.INS ** Inline XBRL Instance Document
101.SCH ** Inline XBRL Taxonomy Extension Schema
101.CAL ** Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF ** Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB ** Inline XBRL Taxonomy Extension Label Linkbase
101.PRE ** Inline XBRL Taxonomy Extension Presentation Linkbase
104 ** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
____________________________________________________________________
* Management contract or compensatory plan or arrangement.
** Filed herewith.
*** Furnished herewith.
+ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Corporation agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.
‡ Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Corporation agrees to furnish a copy of such schedules and attachments to the Securities and Exchange Commission upon its request.
(1) Certain instruments defining the rights of holders of long-term debt securities of the Corporation have been omitted pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The Corporation agrees to furnish copies of any such instruments to the Securities and Exchange Commission upon its request.
Item 16. Form 10-K Summary
Not applicable.
TARGET CORPORATION
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TARGET CORPORATION
By: /s/ Jim Lee
Date: March 12, 2025 Jim Lee
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Brian C. Cornell
Date: March 12, 2025 Brian C. Cornell
Chair of the Board and Chief Executive Officer
(Principal Executive Officer)
/s/ Jim Lee
Date: March 12, 2025 Jim Lee
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Matthew A. Liegel
Date: March 12, 2025 Matthew A. Liegel
Senior Vice President, Chief Accounting Officer
and Controller
(Principal Accounting Officer)
DAVID P. ABNEY
DOUGLAS M. BAKER, JR.
GEORGE S. BARRETT
GAIL K. BOUDREAUX
ROBERT L. EDWARDS
DONALD R. KNAUSS
CHRISTINE A. LEAHY
MONICA C. LOZANO
GRACE PUMA
DERICA W. RICE
DMITRI L. STOCKTON
Constituting a majority of the Board of Directors
Jim Lee, by signing his name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the Directors named, filed with the Securities and Exchange Commission on behalf of such Directors, all in the capacities and on the date stated.
By: /s/ Jim Lee
Date: March 12, 2025 Jim Lee
Attorney-in-fact
TARGET CORPORATION
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