What changed in this filing

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Item 1. Financial Statements

2025-05-30 compared with 2024-11-27 · 101 added, 106 removed, 248 unchanged (45% of the section changed)

1 unchanged sentence

Consolidated Statements of Operations

Three Months Ended Nine Months Ended

(millions, except per share data) (unaudited) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Sales $ 25,228 $ 25,004 $ 74,392 $ 74,336

Other revenue 440 394 1,259 1,157

Total revenue 25,668 25,398 75,651 75,493

Three Months Ended

(millions, except per share data) (unaudited) May 3, 2025 May 4, 2024

Net sales $ 23,846 $ 24,531

Cost of sales 17,128 17,471

19 unchanged sentences

Consolidated Statements of Comprehensive Income

Three Months Ended Nine Months Ended

(millions) (unaudited) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Three Months Ended

(millions) (unaudited) May 3, 2025 May 4, 2024

Net earnings $ 1,036 $ 942

Other comprehensive (loss) / income, net of tax

Pension benefit liabilities — — — 3

Cash flow hedges and currency translation adjustment ( 4 ) ( 5 )

7 unchanged sentences

Consolidated Statements of Financial Position

(millions, except footnotes) (unaudited) November 2, 2024 February 3,

2024 October 28,

(millions, except footnotes) (unaudited) May 3, 2025 February 1,

Cash and cash equivalents $ 2,887 $ 4,762 $ 3,604

2 unchanged sentences

Total current assets 17,759 19,454 17,078

Property and equipment

Land 6,666 6,547 6,520

Buildings and improvements 38,666 37,066 36,627

Fixtures and equipment 8,840 8,765 8,490

Computer hardware and software 3,549 3,428 3,312

Construction-in-progress 758 1,703 2,000

Accumulated depreciation ( 25,548 ) ( 24,413 ) ( 23,781 )

Property and equipment, net 33,182 33,022 33,114

20 unchanged sentences

Common Stock Authorized 6,000,000,000 shares, $ 0.0833 par value;

459,244,995 , 461,675,441 , and 461,651,176 shares issued and outstanding as of November 2, 2024, February 3, 2024, and October 28, 2023, respectively.

454,364,799 , 455,566,995 , and 462,635,539 shares issued and outstanding as of May 3, 2025, February 1, 2025, and May 4, 2024, respectively.

Preferred Stock Authorized 5,000,000 shares, $ 0.01 par value;

6 unchanged sentences

Consolidated Statements of Cash Flows

Nine Months Ended

(millions) (unaudited) November 2, 2024 October 28, 2023

Three Months Ended

(millions) (unaudited) May 3, 2025 May 4, 2024

Operating activities

13 unchanged sentences

Expenditures for property and equipment ( 790 ) ( 674 )

Proceeds from disposal of property and equipment 2 24

Other investments 24 18

Cash required for investing activities ( 787 ) ( 671 )

20 unchanged sentences

Stock Par Paid-in Retained Comprehensive

(millions) (unaudited) Shares Value Capital Earnings (Loss) / Income

January 28, 2023 460.3 $ 38 $ 6,608 $ 5,005 $ ( 419 ) $ 11,232

(millions) (unaudited) Shares Value Capital Earnings Loss Total

February 3, 2024 461.7 $ 38 $ 6,761 $ 7,093 $ ( 460 ) $ 13,432

Net earnings — — — 942 — 942

1 unchanged sentence

Dividends declared — — — ( 516 ) — ( 516 )

Stock options and awards 1.3 — ( 67 ) — — ( 67 )

April 29, 2023 461.6 $ 38 $ 6,541 $ 5,448 $ ( 422 ) $ 11,605

Share-based compensation 0.9 1 ( 14 ) — — ( 13 )

May 4, 2024 462.6 $ 39 $ 6,747 $ 7,519 $ ( 465 ) $ 13,840

Net earnings — — — 1,192 — 1,192

1 unchanged sentence

Dividends declared — — — ( 527 ) — ( 527 )

Stock options and awards — — 69 — — 69

July 29, 2023 461.6 $ 38 $ 6,610 $ 5,767 $ ( 425 ) $ 11,990

Repurchase of stock ( 1.1 ) ( 1 ) — ( 154 ) — ( 155 )

Share-based compensation 0.1 — 84 — — 84

August 3, 2024 461.6 $ 38 $ 6,831 $ 8,030 $ ( 470 ) $ 14,429

Net earnings — — — 854 — 854

1 unchanged sentence

Dividends declared — — — ( 521 ) — ( 521 )

Stock options and awards 0.1 — 71 — — 71

October 28, 2023 461.7 $ 38 $ 6,681 $ 6,225 $ ( 430 ) $ 12,514

Repurchase of stock ( 2.4 ) — — ( 354 ) — ( 354 )

Share-based compensation — — 85 — — 85

November 2, 2024 459.2 $ 38 $ 6,916 $ 8,009 $ ( 474 ) $ 14,489

Net earnings — — — 1,103 — 1,103

Other comprehensive loss — — — — ( 30 ) ( 30 )

Other comprehensive income — — — — 16 16

Dividends declared — — — ( 516 ) — ( 516 )

Stock options and awards — — 80 — — 80

Repurchase of stock ( 3.7 ) — — ( 506 ) — ( 506 )

Share-based compensation 0.1 — 80 — — 80

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

6 unchanged sentences

Stock Par Paid-in Retained Comprehensive

(millions) (unaudited) Shares Value Capital Earnings (Loss) / Income

(millions) (unaudited) Shares Value Capital Earnings Loss Total

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

2 unchanged sentences

Dividends declared — — — ( 515 ) — ( 515 )

Stock options and awards 0.9 1 ( 14 ) — — ( 13 )

May 4, 2024 462.6 $ 39 $ 6,747 $ 7,519 $ ( 465 ) $ 13,840

Net earnings — — — 1,192 — 1,192

Other comprehensive loss — — — — ( 5 ) ( 5 )

Dividends declared — — — ( 527 ) — ( 527 )

Repurchase of stock ( 2.2 ) — — ( 251 ) — ( 251 )

Stock options and awards 0.1 — 84 — — 84

August 3, 2024 461.6 $ 38 $ 6,831 $ 8,030 $ ( 470 ) $ 14,429

Net earnings — — — 854 — 854

Other comprehensive loss

— — — — ( 4 ) ( 4 )

Dividends declared — — — ( 521 ) — ( 521 )

Repurchase of stock ( 2.4 ) — — ( 354 ) — ( 354 )

Stock options and awards — — 85 — — 85

November 2, 2024 459.2 $ 38 $ 6,916 $ 8,009 $ ( 474 ) $ 14,489

We declared $ 1.12 and $ 1.10 dividends per share for the three months ended November 2, 2024, and October 28, 2023, respectively, and $ 4.38 per share for the fiscal year ended February 3, 2024.

Share-based compensation 1.0 — 15 — — 15

May 3, 2025 454.4 $ 38 $ 7,011 $ 8,360 $ ( 462 ) $ 14,947

We declared $ 1.12 and $ 1.10 dividends per share for the three months ended May 3, 2025, and May 4, 2024, respectively, and $ 4.46 per share for the fiscal year ended February 1, 2025.

See accompanying Notes to Consolidated Financial Statements .

6 unchanged sentences

Accounting Policies

Interchange Fee Settlements

Fair Value Measurements

Property and Equipment

Supplier Finance Programs

3 unchanged sentences

Pension Benefits

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Loss

Segment Reporting

TARGET CORPORATION

5 unchanged sentences

These unaudited condensed consolidated financial statements are prepared in accordance with the rules and regulations of the Securities and Exchange Commission applicable to interim financial statements.

While these statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by United States generally accepted accounting principles (U.S.

GAAP) for complete financial statements.

These condensed consolidated financial statements should be read in conjunction with the financial statement disclosures in our most recent Form 10-K.

We use the same accounting policies in preparing quarterly and annual financial statements.

We operate as a single segment that is designed to enable guests to purchase products seamlessly in stores or through our digital channels.

Certain prior-year amounts have been reclassified to conform to the current-year presentation.

We operate as a single segment that includes all of our operations, which are designed to enable guests to purchase products seamlessly in stores or through our digital channels.

Nearly all of our revenues are generated in the U.S.

6 unchanged sentences

Merchandise sales represent the vast majority of our revenues.

We also earn revenues from a variety of other sources, most notably credit card profit-sharing income from our arrangement with TD Bank Group (TD).

Revenue Three Months Ended Nine Months Ended

(millions) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

We also earn revenues from a variety of other sources, most notably advertising revenue and credit card profit-sharing income.

Net Sales Three Months Ended

(millions) May 3, 2025 May 4, 2024

Apparel & accessories (a)

$ 3,711 $ 3,897

3,226 3,013 9,729 9,114

Food & beverage (c)

5,917 5,736 17,308 17,125

Hardlines (d)

3,152 3,192 9,634 9,966

Home furnishings & décor (e)

4,185 4,420 11,612 12,230

Household essentials (f)

4,715 4,606 13,828 13,700

Other 30 30 120 126

Sales 25,228 25,004 74,392 74,336

Other merchandise sales 40 46

Merchandise sales 23,405 24,143

Advertising revenue 163 130

Credit card profit sharing 141 142

Other 137 116

Other revenue 440 394 1,259 1,157

Total revenue $ 25,668 $ 25,398 $ 75,651 $ 75,493

Net sales $ 23,846 $ 24,531

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

7 unchanged sentences

Sales are recognized net of expected returns, which we estimate using historical return patterns and our expectation of future returns.

As of November 2, 2024, February 3, 2024, and October 28, 2023, the accrual for estimated returns was $ 204 million, $ 170 million, and $ 207 million, respectively.

As of May 3, 2025, February 1, 2025, and May 4, 2024, the accrual for estimated returns was $ 186 million, $ 172 million, and $ 198 million, respectively.

Revenue from Target gift card sales is recognized upon gift card redemption, which is typically within one year of issuance.

1 unchanged sentence

2025 Gift Cards Issued During Current Period But Not Redeemed (b)

Revenue Recognized From Beginning Liability November 2,

Revenue Recognized From Beginning Liability May 3,

Gift card liability (a)

2 unchanged sentences

(b) Net of estimated breakage.

Advertising revenue — Primarily represents revenue related to advertising services provided via our Roundel digital advertising business offering.

Roundel services are classified as either Net Sales or as a reduction of Cost of Sales or Selling, General, and Administrative (SG&A) Expenses, depending on the nature of the advertising arrangement.

TARGET CORPORATION

2 unchanged sentences

NOTES Index to Notes

Other Revenue

Credit card profit sharing — We receive payments under a credit card program agreement with TD.

Credit card profit sharing — We receive payments under a credit card program agreement with TD Bank Group (TD).

Under the agreement, we receive a percentage of the profits generated by the Target Circle credit card receivables in exchange for performing account servicing and primary marketing functions.

TD underwrites, funds, and owns Target Circle credit card receivables, controls risk management policies, and oversees regulatory compliance.

Other — Includes advertising revenue, commissions earned on third-party sales through Target.com, Shipt membership and service revenues, rental income, and other miscellaneous revenues.

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

Interchange Fee Settlements

In March 2025, we entered into settlement agreements to resolve credit card interchange fee litigation matters in which we were a plaintiff.

As a result of these lump-sum settlements, we recorded gains within SG&A Expenses of $ 593 million, net of legal fees.

Fair Value Measurements

1 unchanged sentence

Financial Instruments Measured On a Recurring Basis Fair Value

(millions) Classification Measurement Level November 2, 2024 February 3, 2024 October 28, 2023

(millions) Classification Measurement Level May 3, 2025 February 1, 2025 May 4, 2024

Short-term investments Cash and Cash Equivalents Level 1 $ 1,975 $ 3,893 $ 2,726

3 unchanged sentences

Significant Financial Instruments Not Measured at Fair Value (a)

November 2, 2024 February 3, 2024 October 28, 2023

May 3, 2025 February 1, 2025 May 4, 2024

Value Carrying

3 unchanged sentences

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

(b) The fair value of debt is generally measured using a discounted cash flow analysis based on current market interest rates for the same or similar types of financial instruments and would be classified as Level 2.

(b) The fair value of long-term debt is estimated using Level 2 inputs based on quoted prices for the instruments.

Where quoted prices are not available, fair value is estimated using discounted cash flows and market-based expectations for interest rates.

These amounts exclude commercial paper, fair value hedge adjustments, and lease liabilities.

3 unchanged sentences

NOTES Index to Notes

Property and Equipment

We review long-lived assets for impairment when store performance expectations, events, or changes in circumstances—such as a decision to relocate or close a store, office, or distribution center, discontinue a project, or make significant software changes—indicate that the asset’s carrying value may not be recoverable.

We recognized impairment charges of $ 1 million and $ 37 million for the three and nine months ended November 2, 2024, and $ 64 million and $ 98 million for the three and nine months ended October 28, 2023.

These impairment charges are included in Selling, General and Administrative (SG&A) Expenses.

Supplier Finance Programs

4 unchanged sentences

The arrangements can be terminated by either party with notice ranging up to 120 days.

Our outstanding vendor obligations eligible for early payment under these arrangements totaled $ 4.7 billion, $ 3.4 billion, and $ 4.5 billion as of November 2, 2024, February 3, 2024, and October 28, 2023, respectively, and are included within Accounts Payable on our Consolidated Statements of Financial Position.

Our outstanding vendor obligations eligible for early payment under these arrangements totaled $ 3.3 billion, $ 3.7 billion, and $ 3.3 billion as of May 3, 2025, February 1, 2025, and May 4, 2024, respectively, and are included within Accounts Payable on our Consolidated Statements of Financial Position.

Our outstanding vendor obligations do not represent actual receivables sold by our vendors to the financial institutions, which have historically been lower.

Commercial Paper and Long-Term Debt

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

In March 2025, we issued $ 1.0 billion of unsecured debt with a fixed rate of 5.0 percent that matures in April 2035.

In April 2025, we repaid at maturity $ 1.5 billion of unsecured debt with a fixed rate of 2.25 percent.

We obtain short-term financing from time to time under our commercial paper program.

There was no commercial paper outstanding at any time during the three and nine months ended November 2, 2024, or during the three months ended October 28, 2023.

For the nine months ended October 28, 2023, the maximum amount outstanding was $ 90 million, and the average daily amount outstanding was $ 1 million, at a weighted average annual interest rate of 4.8 percent.

In October 2024, we obtained a new committed $ 1.0 billion 364-day unsecured revolving credit facility that will expire in October 2025 and terminated our prior 364-day facility.

No balances were outstanding under our credit facilities at any time during 2024 or 2023.

There was no commercial paper outstanding at any time during the three months ended May 3, 2025 or May 4, 2024.

Derivative Financial Instruments

2 unchanged sentences

Note 4 to the Consolidated Financial Statements provides the fair value and classification of these instruments.

We were party to interest rate swaps with notional amounts totaling $ 2.20 billion as of November 2, 2024, and $ 2.45 billion as of both February 3, 2024, and October 28, 2023.

We were party to interest rate swaps with notional amounts totaling $ 2.20 billion as of May 3, 2025, and February 1, 2025, and $ 2.45 billion as of May 4, 2024.

We pay a floating rate and receive a fixed rate under each of these agreements.

All of the agreements are designated as fair value hedges, and all were considered to be perfectly effective under the shortcut method during the three and nine months ended November 2, 2024, and October 28, 2023.

TARGET CORPORATION

Q3 2024 Form 10-Q 11

FINANCIAL STATEMENTS Table of Contents

NOTES Index to Notes

All of the agreements are designated as fair value hedges, and all were considered to be perfectly effective under the shortcut method during the three months ended May 3, 2025, and May 4, 2024.

Effect of Hedges on Debt

November 2, 2024 February 3, 2024 October 28, 2023

May 3, 2025 February 1, 2025 May 4, 2024

Long-term debt and other borrowings

1 unchanged sentence

Cumulative hedging adjustments, included in carrying amount ( 68 ) ( 125 ) ( 157 )

Effect of Hedges on Net Interest Expense Three Months Ended Nine Months Ended

(millions) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Effect of Hedges on Net Interest Expense Three Months Ended

(millions) May 3, 2025 May 4, 2024

Gain (loss) on fair value hedges recognized in Net Interest Expense

3 unchanged sentences

Total $ 6 $ 6

TARGET CORPORATION

Q1 2025 Form 10-Q 11

FINANCIAL STATEMENTS Table of Contents

NOTES Index to Notes

Share Repurchase

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

Share Repurchase Activity Three Months Ended Nine Months Ended

(millions, except per share data) November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Share Repurchase Activity Three Months Ended

(millions, except per share data) May 3, 2025 May 4, 2024

Number of shares purchased 2.2 —

Average price paid per share $ 147.43 $ — $ 146.97 $ —

Total investment $ 354 $ — $ 509 $ —

Average price paid per share (a)

Total investment (a)

(a) Amounts include applicable excise tax and commissions.

Pension Benefits

We provide pension plan benefits to eligible team members.

Net Pension Benefits Expense Three Months Ended Nine Months Ended

(millions) Classification November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Net Pension Benefits (Income) / Expense Three Months Ended

(millions) Classification May 3, 2025 May 4, 2024

Service cost benefits earned SG&A Expenses $ 17 $ 20

1 unchanged sentence

Expected return on assets Net Other Income ( 67 ) ( 70 )

Amortization of losses Net Other Income — — — 1

Prior service cost Net Other Income — — 8 11

Total $ ( 8 ) $ ( 9 )

Accumulated Other Comprehensive Loss

Change in Accumulated Other Comprehensive Loss Cash Flow Hedges Currency Translation Adjustment Pension Total

February 1, 2025 $ 266 $ ( 27 ) $ ( 697 ) $ ( 458 )

Other comprehensive (loss) income before reclassifications ( 1 ) 1 — —

Amounts reclassified ( 4 ) — — ( 4 )

May 3, 2025 $ 261 $ ( 26 ) $ ( 697 ) $ ( 462 )

Amounts are net of tax.

TARGET CORPORATION

2 unchanged sentences

NOTES Index to Notes

Accumulated Other Comprehensive Income (Loss)

Change in Accumulated Other Comprehensive Income (Loss) Cash Flow Hedges Currency Translation Adjustment Pension Total

February 3, 2024 $ 283 $ ( 24 ) $ ( 719 ) $ ( 460 )

Other comprehensive income (loss) before reclassifications, net of tax — ( 1 ) — ( 1 )

Amounts reclassified from AOCI, net of tax ( 13 ) — — ( 13 )

November 2, 2024 $ 270 $ ( 25 ) $ ( 719 ) $ ( 474 )

Segment Reporting

Our Chief Operating Decision Maker—our Chief Executive Officer—monitors our consolidated operating income and net earnings to evaluate performance and make operating decisions.

We operate as a single segment that includes all of our operations, which are designed to enable guests to purchase products seamlessly in stores or through our digital channels.

Virtually all of our consolidated revenues are generated in the United States.

The vast majority of our properties and equipment are located within the United States.

Business Segment Results Three Months Ended

(millions) May 3, 2025 May 4, 2024

Net sales $ 23,846 $ 24,531

Cost of sales

Merchandising cost of sales 15,355 15,846

Supply chain and digital fulfillment costs 1,773 1,625

Total cost of sales 17,128 17,471

Selling, general and administrative expenses (a)

Depreciation and amortization (exclusive of depreciation included in cost of sales)

Operating income 1,472 1,296

Net interest expense 116 106

Net other income ( 26 ) ( 29 )

Earnings before income taxes 1,382 1,219

Provision for income taxes 346 277

Net earnings $ 1,036 $ 942

(a) For the three months ended May 3, 2025, includes $ 593 million of pretax net gains related to settlements of credit card interchange fee litigation matters.

N ote 3 provides additional information.

TARGET CORPORATION

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements