# Target Corp: Form 10-Q for the period ended May 4, 2024

- Company: [Target Corp](/companies/tgt.md) (CIK 27419)
- Form: 10-Q
- Filed: 2024-05-31
- Accepted by EDGAR: May 31, 2024, 11:50 ET
- Period: 2024-05-04
- Accession: 0000027419-24-000129
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/27419/000002741924000129/tgt-20240504.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/27419/000002741924000129/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-05-04.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-02-04 to 2024-05-04 | $24.53bn | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2024-02-04 to 2024-05-04 | $17.45bn | us-gaap:CostOfGoodsAndServicesSold |
| Selling, general and administrative | 3 months, 2024-02-04 to 2024-05-04 | $5.17bn | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2024-02-04 to 2024-05-04 | $1.30bn | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2024-02-04 to 2024-05-04 | $106.0m | us-gaap:InterestExpense |
| Income tax | 3 months, 2024-02-04 to 2024-05-04 | $277.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-02-04 to 2024-05-04 | $942.0m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-02-04 to 2024-05-04 | $2.03 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-02-04 to 2024-05-04 | $2.04 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-02-04 to 2024-05-04 | 463,900,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2024-02-04 to 2024-05-04 | $1.10bn | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2024-02-04 to 2024-05-04 | $674.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2024-02-04 to 2024-05-04 | $508.0m | us-gaap:PaymentsOfDividendsCommonStock |
| Current assets | at 2024-05-04 | $17.08bn | us-gaap:AssetsCurrent |
| Total assets | at 2024-05-04 | $55.12bn | us-gaap:Assets |
| Current liabilities | at 2024-05-04 | $19.86bn | us-gaap:LiabilitiesCurrent |
| Shareholders' equity | at 2024-05-04 | $13.84bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 24,187 characters.

### Financial Summary

First quarter 2024 included the following notable items:

- GAAP and adjusted diluted earnings per share were $2.03.
- Total revenue was $24.5 billion, a decrease of 3.1 percent from the comparable prior-year period, reflecting a total sales decrease of 3.2 percent and a 3.9 percent increase in other revenue.
- Comparable sales decreased 3.7 percent, reflecting a 1.9 percent decrease in both traffic and average transaction amount.
- Comparable stores-originated sales declined 4.8 percent.
- Comparable digitally-originated sales increased 1.4 percent.
- Operating income of $1.3 billion was 2.4 percent lower than the comparable prior-year period.

Cash flow provided by operating activities was $1.1 billion for the three months ended May 4, 2024, compared with $1.3 billion for the three months ended April 29, 2023. The drivers of the operating cash flow decrease are described on page 20.

| Earnings Per Share | Three Months Ended May 4, 2024 | April 29, 2023 | Change |
| --- | ---: | ---: | ---: |
| GAAP and adjusted diluted earnings per share | $2.03 | $2.05 | (1.0)% |

Note: Adjusted diluted earnings per share (Adjusted EPS), a non-GAAP metric, excludes the impact of certain items when applicable. However, there are no adjustments in either period presented. Management believes that Adjusted EPS is useful in providing period-to-period comparisons of the results of our operations. A reconciliation of non-GAAP financial measures to GAAP measures is provided on page 18.

We report after-tax return on invested capital (ROIC) because we believe ROIC provides a meaningful measure of our capital allocation effectiveness over time. For the trailing twelve months ended May 4, 2024, after-tax ROIC was 15.4 percent, compared with 11.4 percent for the trailing twelve months ended April 29, 2023. The calculation of ROIC is provided on page 19.

### TARGET CORPORATION Q1 2024 Form 10-Q 13

|  |  |
| --- | --- |
| **MANAGEMENT'S DISCUSSION AND ANALYSIS** | Table of Contents |
| **ANALYSIS OF RESULTS OF OPERATIONS** | Index to Notes |

### Analysis of Results of Operations

*(dollars in millions)*

| Summary of Operating Income | Three Months Ended May 4, 2024 | April 29, 2023 | Change |
| --- | ---: | ---: | ---: |
| Sales | $24,143 | $24,948 | (3.2)% |
| Other revenue | 388 | 374 | 3.9 |
| Total revenue | 24,531 | 25,322 | (3.1) |
| Cost of sales | 17,449 | 18,386 | (5.1) |
| SG&A expenses | 5,168 | 5,025 | 2.8 |
| Depreciation and amortization (exclusive of depreciation included in cost of sales) | 618 | 583 | 6.2 |
| Operating income | $1,296 | $1,328 | (2.4)% |

| Rate Analysis | Three Months Ended May 4, 2024 | April 29, 2023 |
| --- | ---: | ---: |
| Gross margin rate | 27.7% | 26.3% |
| SG&A expense rate | 21.1 | 19.8 |
| Depreciation and amortization expense rate (exclusive of depreciation included in cost of sales) | 2.5 | 2.3 |
| Operating income margin rate | 5.3 | 5.2 |

Note: Gross margin rate is calculated as gross margin (sales less cost of sales) divided by sales. All other rates are calculated by dividing the applicable amount by total revenue.

### Sales

Sales include all merchandise sales, net of expected returns, and our estimate of gift card breakage. We use comparable sales to evaluate the performance of our stores and digital channel sales by measuring the change in sales for a period over the comparable prior-year period of equivalent length. Comparable sales include all sales, except sales from stores open less than 13 months, digital acquisitions we have owned less than 13 months, stores that have been closed, and digital acquisitions that we no longer operate. Comparable sales measures vary across the retail industry. As a result, our comparable sales calculation is not necessarily comparable to similarly titled measures reported by other companies. Digitally originated sales include all sales initiated through mobile applications and our websites. Our stores fulfill the majority of digitally originated sales, including shipment from stores to guests, store Order Pickup or Drive Up, and delivery via Shipt. Digitally originated sales may also be fulfilled through our distribution centers, our vendors, or other third parties.

Sales growth—from both comparable sales and new stores—represents an important driver of our long-term profitability. We expect that comparable sales growth will drive the majority of our total sales growth. We believe that our ability to successfully differentiate our guests’ shopping experience through a careful combination of merchandise assortment, price, convenience, guest experience, and other factors will, over the long-term, drive both increasing shopping frequency (number of transactions, or "traffic") and the amount spent each visit (average transaction amount).

| Comparable Sales | Three Months Ended May 4, 2024 | April 29, 2023 |
| --- | ---: | ---: |
| Comparable sales change | (3.7)% | 0.0% |
| Drivers of change in comparable sales |  |  |
| Number of transactions (traffic) | (1.9) | 0.9 |
| Average transaction amount | (1.9) | (0.9) |

### TARGET CORPORATION Q1 2024 Form 10-Q 14

|  |  |
| --- | --- |
| **MANAGEMENT'S DISCUSSION AND ANALYSIS** | Table of Contents |
| **ANALYSIS OF RESULTS OF OPERATIONS** | Index to Notes |

| Comparable Sales by Channel | Three Months Ended May 4, 2024 | April 29, 2023 |
| --- | ---: | ---: |
| Stores originated comparable sales change | (4.8)% | 0.7% |
| Digitally originated comparable sales change | 1.4 | (3.4) |

| Sales by Channel | Three Months Ended May 4, 2024 | April 29, 2023 |
| --- | ---: | ---: |
| Stores originated | 81.7% | 82.5% |
| Digitally originated | 18.3 | 17.5 |
| Total | 100% | 100% |

| Sales by Fulfillment Channel | Three Months Ended May 4, 2024 | April 29, 2023 |
| --- | ---: | ---: |
| Stores | 97.7% | 97.2% |
| Other | 2.3 | 2.8 |
| Total | 100% | 100% |

Note: Sales fulfilled by stores include in-store purchases and digitally originated sales fulfilled by shipping merchandise from stores to guests, Order Pickup, Drive Up, and Shipt.

| Sales by Product Category | Three Months Ended May 4, 2024 | April 29, 2023 |
| --- | ---: | ---: |
| Apparel & accessories | 16% | 16% |
| Beauty | 13 | 12 |
| Food & beverage | 24 | 24 |
| Hardlines | 13 | 14 |
| Home furnishings & décor | 15 | 15 |
| Household essentials | 19 | 19 |
| Total | 100% | 100% |

Note 2 to the Financial Statements provides additional product category sales information. The collective interaction of a broad array of macroeconomic, competitive, and consumer behavioral factors, as well as sales mix and the transfer of sales to new stores, makes further analysis of sales metrics infeasible.

We monitor the percentage of purchases that are paid for using Target Circle Cards™ (Target Circle Card Penetration) because our internal analysis has indicated that a meaningful portion of the incremental purchases on Target Circle Cards are also incremental sales for Target. Target Circle Cards were formerly branded as RedCards and their sales penetration was referred to as RedCard Penetration. Guests receive a 5 percent discount on virtually all purchases when they use a Target Circle Card at Target. For the three months ended May 4, 2024 and April 29, 2023, total Target Circle Card Penetration was 18.0 percent and 19.0 percent, respectively.

### TARGET CORPORATION Q1 2024 Form 10-Q 15

|  |  |
| --- | --- |
| **MANAGEMENT'S DISCUSSION AND ANALYSIS** | Table of Contents |
| **ANALYSIS OF RESULTS OF OPERATIONS** | Index to Notes |

### Gross Margin Rate

#### Quarter-to-Date

For the three months ended May 4, 2024, our gross margin rate was 27.7 percent compared with 26.3 percent in the comparable prior-year period. The increase reflected the net impact of merchandising activities, including cost improvements which more than offset higher promotional markdown rates. Our gross margin rate also benefited from favorable category mix and lower book to physical inventory adjustments compared to the prior-year period.

### Selling, General, and Administrative Expense Rate

For the three months ended May 4, 2024, our SG&A expense rate was 21.1 percent compared with 19.8 percent for the comparable prior-year period. The increase reflected the combined impact of lower sales and the net impact of cost increases across our business, including investments in team member pay and benefits and increased marketing activities.

### Store Data

| Change in Number of Stores | Three Months Ended May 4, 2024 | April 29, 2023 |
| --- | ---: | ---: |
| Beginning store count | 1,956 | 1,948 |
| Opened | 7 | 6 |
| Closed | — | — |
| Ending store count | 1,963 | 1,954 |

| Number of Stores and Retail Square Feet | Number of Stores May 4, 2024 | February 3, 2024 | April 29, 2023 | Retail Square Feet (a) May 4, 2024 | February 3, 2024 | April 29, 2023 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| 170,000 or more sq. ft. | 273 | 273 | 274 | 48,824 | 48,824 | 48,985 |
| 50,000 to 169,999 sq. ft. | 1,547 | 1,542 | 1,530 | 193,529 | 192,908 | 191,543 |
| 49,999 or less sq. ft. | 143 | 141 | 150 | 4,301 | 4,207 | 4,465 |
| Total | 1,963 | 1,956 | 1,954 | 246,654 | 245,939 | 244,993 |

*(a)* In thousands; reflects total square feet less office, supply chain facilities, and vacant space.

### TARGET CORPORATION Q1 2024 Form 10-Q 16

|  |  |
| --- | --- |
| **MANAGEMENT'S DISCUSSION AND ANALYSIS** | Table of Contents |
| **OTHER PERFORMANCE FACTORS** | Index to Notes |

### Other Performance Factors

### Net Interest Expense

For the three months ended May 4, 2024, net interest expense was $106 million compared with $147 million in the comparable prior-year period. The decrease in net interest expense was primarily due to an increase in interest income.

### Provision for Income Taxes

Our effective tax rate for the three months ended May 4, 2024 was 22.7 percent, compared with 21.1 percent in the comparable prior-year period. The increase reflects higher discrete tax benefits in the prior-year period.

### TARGET CORPORATION Q1 2024 Form 10-Q 17

|  |  |
| --- | --- |
| **MANAGEMENT'S DISCUSSION AND ANALYSIS** | Table of Contents |
| **RECONCILIATION OF NON-GAAP FINANCIAL MEASURES** | Index to Notes |

### Reconciliation of Non-GAAP Financial Measures to GAAP Measures

To provide additional transparency, we disclose non-GAAP adjusted diluted earnings per share (Adjusted EPS). When applicable, this metric excludes certain discretely managed items. We believe this information is useful in providing period-to-period comparisons of the results of our operations. This measure is not in accordance with, or an alternative to, U.S. GAAP. The most comparable GAAP measure is diluted earnings per share. Adjusted EPS should not be considered in isolation or as a substitution for analysis of our results as reported in accordance with GAAP. Other companies may calculate Adjusted EPS differently, limiting the usefulness of the measure for comparisons with other companies.

| Reconciliation of Non-GAAP Adjusted EPS | Three Months Ended May 4, 2024 | April 29, 2023 |
| --- | ---: | ---: |
| GAAP and adjusted diluted earnings per share | $2.03 | $2.05 |

Earnings before interest expense and income taxes (EBIT) and earnings before interest expense, income taxes, depreciation, and amortization (EBITDA) are non-GAAP financial measures. We believe these measures provide meaningful information about our operational efficiency compared with our competitors by excluding the impact of differences in tax jurisdictions and structures, debt levels, and, for EBITDA, capital investment. These measures are not in accordance with, or an alternative to, GAAP. The most comparable GAAP measure is net earnings. EBIT and EBITDA should not be considered in isolation or as a substitution for analysis of our results as reported in accordance with GAAP. Other companies may calculate EBIT and EBITDA differently, limiting the usefulness of the measures for comparisons with other companies.

*(dollars in millions)*

| EBIT and EBITDA | Three Months Ended May 4, 2024 | April 29, 2023 | Change |
| --- | ---: | ---: | ---: |
| Net earnings | $942 | $950 | (0.8)% |
| + Provision for income taxes | 277 | 254 | 9.0 |
| + Net interest expense | 106 | 147 | (27.8) |
| EBIT | $1,325 | $1,351 | (1.9)% |
| + Total depreciation and amortization (a) | 718 | 667 | 7.7 |
| EBITDA | $2,043 | $2,018 | 1.3% |

*(a)* Represents total depreciation and amortization, including amounts classified within Depreciation and Amortization and within Cost of Sales.

### TARGET CORPORATION Q1 2024 Form 10-Q 18

|  |  |
| --- | --- |
| **MANAGEMENT'S DISCUSSION AND ANALYSIS** | Table of Contents |
| **RECONCILIATION OF NON-GAAP FINANCIAL MEASURES** | Index to Notes |

We have also disclosed after-tax ROIC, which is a ratio based on GAAP information, with the exception of the add-back of operating lease interest to operating income. We believe this metric is useful in assessing the effectiveness of our capital allocation over time. Other companies may calculate ROIC differently, limiting the usefulness of the measure for comparisons with other companies.

*After-Tax Return on Invested Capital*

*(dollars in millions)*

| Numerator | Trailing Twelve Months May 4, 2024 (a) | April 29, 2023 |
| --- | ---: | ---: |
| Operating income | $5,675 | $3,830 |
| + Net other income | 99 | 57 |
| EBIT | 5,774 | 3,887 |
| + Operating lease interest (b) | 133 | 96 |
| - Income taxes (c) | 1,314 | 770 |
| **Net operating profit after taxes** | **$4,593** | **$3,213** |

| Denominator | May 4, 2024 | April 29, 2023 | April 30, 2022 |
| --- | ---: | ---: | ---: |
| Current portion of long-term debt and other borrowings | $2,614 | $200 | $1,089 |
| + Noncurrent portion of long-term debt | 13,487 | 16,010 | 13,379 |
| + Shareholders' investment | 13,840 | 11,605 | 10,774 |
| + Operating lease liabilities (d) | 3,723 | 2,921 | 2,854 |
| - Cash and cash equivalents | 3,604 | 1,321 | 1,112 |
| Invested capital | $30,060 | $29,415 | $26,984 |
| Average invested capital (e) | **$29,737** | **$28,199** |  |
| **After-tax return on invested capital** | **15.4%** | **11.4%** |  |

*(a)* The trailing twelve months ended May 4, 2024, consisted of 53 weeks compared with 52 weeks in the prior-year period.

*(b)* Represents the add-back to operating income driven by the hypothetical interest expense we would incur if the property under our operating leases were owned or accounted for as finance leases. Calculated using the discount rate for each lease and recorded as a component of rent expense within SG&A Expenses. Operating lease interest is added back to operating income in the ROIC calculation to control for differences in capital structure between us and our competitors.

*(c)* Calculated using the effective tax rates, which were 22.2 percent and 19.3 percent for the trailing twelve months ended May 4, 2024 and April 29, 2023, respectively. For the trailing twelve months ended May 4, 2024 and April 29, 2023, includes tax effect of $1.3 billion and $0.8 billion, respectively, related to EBIT and $30 million and $18 million, respectively, related to operating lease interest.

*(d)* Total short-term and long-term operating lease liabilities included within Accrued and Other Current Liabilities and Noncurrent Operating Lease Liabilities, respectively.

*(e)* Average based on the invested capital at the end of the current period and the invested capital at the end of the comparable prior period.

### TARGET CORPORATION Q1 2024 Form 10-Q 19

|  |  |
| --- | --- |
| **MANAGEMENT'S DISCUSSION AND ANALYSIS** | Table of Contents |
| **ANALYSIS OF FINANCIAL CONDITION** | Index to Notes |

### Analysis of Financial Condition

### Liquidity and Capital Resources

#### Capital Allocation

We follow a disciplined and balanced approach to capital allocation based on the following priorities, ranked in order of importance: first, we fully invest in opportunities to profitably grow our business, create sustainable long-term value, and maintain our current operations and assets; second, we maintain a competitive quarterly dividend and seek to grow it annually; and finally, we return any excess cash to shareholders by repurchasing shares within the limits of our credit rating goals.

Our cash and cash equivalents balance was $3.6 billion, $3.8 billion, and $1.3 billion as of May 4, 2024, February 3, 2024, and April 29, 2023, respectively. Our cash and cash equivalents balance includes short-term investments of $2.7 billion, $2.9 billion, and $408 million as of May 4, 2024, February 3, 2024, and April 29, 2023, respectively. Our investment policy is designed to preserve principal and liquidity of our short-term investments. This policy allows investments in large money market funds or in highly-rated direct short-term instruments that mature in 60 days or less. We also place dollar limits on our investments in individual funds or instruments.

#### Operating Cash Flows

Cash flows provided by operating activities were $1.1 billion for the three months ended May 4, 2024, compared with $1.3 billion for the three months ended April 29, 2023. The operating cash flow decrease is primarily due to higher incentive compensation and other payments, partially offset by the net impact of inventory and accounts payable activity.

#### Inventory

Inventory was $11.7 billion as of May 4, 2024, compared with $11.9 billion and $12.6 billion at February 3, 2024 and April 29, 2023, respectively. The balance as of May 4, 2024, reflects cost improvement, including lower freight rates, and the impact of changes in merchandise mix. We have also increased our inventory turnover rate, allowing us to support sales with a lower inventory investment.

#### Investing Cash Flows

Cash required for investing activities decreased to $0.7 billion for the three months ended May 4, 2024, compared to $1.6 billion for the three months ended April 29, 2023, due to lower capital investments.

#### Dividends

We paid dividends totaling $508 million ($1.10 per share) for the three months ended May 4, 2024, and $497 million ($1.08 per share) for the three months ended April 29, 2023, a per share increase of 1.9 percent. We declared dividends totaling $516 million ($1.10 per share) during the first quarter of 2024 and $507 million ($1.08 per share) during the first quarter of 2023, a per share increase of 1.9 percent. We have paid dividends every quarter since our 1967 initial public offering, and it is our intent to continue to do so in the future.

#### Share Repurchase

We did not repurchase any shares during the three months ended May 4, 2024. See Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds of this Quarterly Report on Form 10-Q for more information.

### TARGET CORPORATION Q1 2024 Form 10-Q 20

|  |  |
| --- | --- |
| **MANAGEMENT'S DISCUSSION AND ANALYSIS** | Table of Contents |
| **ANALYSIS OF FINANCIAL CONDITION** | Index to Notes |

#### Financing

Our financing strategy is to ensure liquidity and access to capital markets, to maintain a balanced spectrum of debt maturities, and to manage our net exposure to floating interest rate volatility. Within these parameters, we seek to minimize our borrowing costs. Our ability to access the long-term debt and commercial paper markets has provided us with ample sources of liquidity. Our continued access to these markets depends on multiple factors, including the condition of debt capital markets, our operating performance, and maintaining strong credit ratings. As of May 4, 2024, our credit ratings were as follows:

|  |  |  |  |
| --- | --- | --- | --- |
| **Credit Ratings** | Moody’s | Standard and Poor’s | Fitch |
| Long-term debt | A2 | A | A |
| Commercial paper | P-1 | A-1 | F1 |

If our credit ratings were lowered, our ability to access the debt markets, our cost of funds, and other terms for new debt issuances could be adversely impacted. Each of the credit rating agencies reviews its rating periodically, and there is no guarantee our current credit ratings will remain the same as described above.

We have the ability to obtain short-term financing from time to time under our commercial paper program and credit facilities. Our committed $1.0 billion 364-day and $3.0 billion unsecured revolving credit facilities that will expire in October 2024 and October 2028, respectively, backstop our commercial paper program. No balances were outstanding under either credit facility at any time during 2024 or 2023. There was no commercial paper outstanding as of May 4, 2024, and we had $90 million outstanding as of April 29, 2023. Note 5 to the Financial Statements provides additional information.

Most of our long-term debt obligations contain covenants related to secured debt levels. In addition to a secured debt level covenant, our credit facilities also contain a debt leverage covenant. We are, and expect to remain, in compliance with these covenants. Additionally, as of May 4, 2024, no notes or debentures contained provisions requiring acceleration of payment upon a credit rating downgrade, except that certain outstanding notes allow the note holders to put the notes to us if within a matter of months of each other we experience both (i) a change in control and (ii) our long-term credit ratings are either reduced and the resulting rating is non-investment grade, or our long-term credit ratings are placed on watch for possible reduction and those ratings are subsequently reduced and the resulting rating is non-investment grade.

We believe our sources of liquidity, namely operating cash flows, credit facility capacity, and access to capital markets, will continue to be adequate to meet our contractual obligations, working capital, and planned capital expenditures, finance anticipated expansion and strategic initiatives, fund debt maturities, pay dividends, and execute purchases under our share repurchase program for the foreseeable future.

### New Accounting Pronouncements

We do not expect any recently issued accounting pronouncements to have a material effect on our financial statements.

### TARGET CORPORATION Q1 2024 Form 10-Q 21

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| --- | --- |
| **MANAGEMENT'S DISCUSSION AND ANALYSIS & SUPPLEMENTAL INFORMATION** | Table of Contents |
| **FORWARD LOOKING STATEMENTS & CONTROLS AND PROCEDURES** | Index to Notes |

### Forward-Looking Statements

This report contains forward-looking statements, which are based on our current assumptions and expectations. These statements are typically accompanied by the words "anticipate," "believe," "could," “expect,” “may,” “might,” “seek,” "will," “would,” or similar words. The principal forward-looking statements in this report include statements regarding: our future financial and operational performance, the adequacy of and costs associated with our sources of liquidity, the funding of debt maturities, the execution of our share repurchase program, our expected capital expenditures and new lease commitments, the expected compliance with debt covenants, the expected impact of new accounting pronouncements, our intentions regarding future dividends, the expected return on plan assets, the expected outcome of, and adequacy of our reserves for, claims, litigation, and the resolution of tax matters, and changes in our assumptions and expectations.

All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. Although we believe there is a reasonable basis for the forward-looking statements, our actual results could be materially different. The most important factors which could cause our actual results to differ from our forward-looking statements are set forth in our description of risk factors included in Part I, Item 1A, Risk Factors of our Form 10-K for the fiscal year ended February 3, 2024, which should be read in conjunction with the forward-looking statements in this report. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.

## Market risk

As filed, 257 characters.

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk of our Form 10-K for the fiscal year ended February 3, 2024.

## Controls and procedures

As filed, 1,842 characters.

### 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 quarterly report, we conducted an evaluation, under supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (Exchange Act). Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level. Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

### TARGET CORPORATION Q1 2024 Form 10-Q 22

|  |  |
| --- | --- |
| **SUPPLEMENTAL INFORMATION** | Table of Contents |
|  | Index to Notes |

## Risk factors

As filed, 159 characters.

There have been no material changes to the risk factors described in Part I, Item 1A, Risk Factors of our Form 10-K for the fiscal year ended February 3, 2024.

Filed May 31, 2024.
Source: SEC EDGAR, the filing index for accession 0000027419-24-000129. Last ingested by Listed: Nov 3, 2026, 22:03 ET. No prices; not investment advice.