What changed in this filing

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Item 1. Financial Statements

2025-08-29 compared with 2025-05-30 · 89 added, 52 removed, 297 unchanged (32% of the section changed)

1 unchanged sentence

Consolidated Statements of Operations

Three Months Ended

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

Three Months Ended Six Months Ended

(millions, except per share data) (unaudited) August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Net sales $ 25,211 $ 25,452 $ 49,057 $ 49,983

20 unchanged sentences

Consolidated Statements of Comprehensive Income

Three Months Ended

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

Three Months Ended Six Months Ended

(millions) (unaudited) August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Net earnings $ 935 $ 1,192 $ 1,971 $ 2,134

9 unchanged sentences

Consolidated Statements of Financial Position

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

(millions, except footnotes) (unaudited) August 2, 2025 February 1,

2025 August 3,

Cash and cash equivalents $ 4,341 $ 4,762 $ 3,497

24 unchanged sentences

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

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.

454,396,092 , 455,566,995 , and 461,600,215 shares issued and outstanding as of August 2, 2025, February 1, 2025, and August 3, 2024, respectively.

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

6 unchanged sentences

Consolidated Statements of Cash Flows

Three Months Ended

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

Six Months Ended

(millions) (unaudited) August 2, 2025 August 3, 2024

Operating activities

39 unchanged sentences

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

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

Dividends declared, $ 1.10 per share

— — — ( 516 ) — ( 516 )

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

2 unchanged sentences

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

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

Dividends declared, $ 1.12 per share

— — — ( 527 ) — ( 527 )

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

3 unchanged sentences

Other comprehensive loss — — — — ( 4 ) ( 4 )

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

Dividends declared, $ 1.12 per share

— — — ( 521 ) — ( 521 )

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

3 unchanged sentences

Other comprehensive income — — — — 16 16

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

Dividends declared, $ 1.12 per share

— — — ( 516 ) — ( 516 )

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

12 unchanged sentences

Other comprehensive loss — — — — ( 4 ) ( 4 )

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

Dividends declared, $ 1.12 per share

— — — ( 515 ) — ( 515 )

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

1 unchanged sentence

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.

Net earnings — — — 935 — 935

Other comprehensive loss — — — — ( 6 ) ( 6 )

Dividends declared, $ 1.14 per share

— — — ( 529 ) — ( 529 )

Share-based compensation — — 73 — — 73

August 2, 2025 454.4 $ 38 $ 7,084 $ 8,766 $ ( 468 ) $ 15,420

See accompanying Notes to Consolidated Financial Statements .

8 unchanged sentences

Fair Value Measurements

Property and Equipment

Supplier Finance Programs

26 unchanged sentences

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

Net Sales Three Months Ended Six Months Ended

(millions) August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Apparel & accessories (a)

$ 4,086 $ 4,261 $ 7,797 $ 8,158

3,396 3,384 6,498 6,503

Food & beverage (c)

5,588 5,538 11,490 11,391

Hardlines (d)

3,522 3,322 6,597 6,482

Home furnishings & décor (e)

3,662 3,908 6,880 7,427

Household essentials (f)

4,422 4,564 8,779 9,113

Other merchandise sales 43 44 83 90

13 unchanged sentences

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

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.

As of August 2, 2025, February 1, 2025, and August 3, 2024, the accrual for estimated returns was $ 179 million, $ 172 million, and $ 193 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 May 3,

Revenue Recognized From Beginning Liability August 2,

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.

Advertising revenue — Primarily represents revenue related to certain 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.

6 unchanged sentences

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

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

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

As a result of these lump-sum settlements, during the first quarter of 2025, 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 May 3, 2025 February 1, 2025 May 4, 2024

(millions) Classification Measurement Level August 2, 2025 February 1, 2025 August 3, 2024

Short-term investments Cash and Cash Equivalents Level 1 $ 3,348 $ 3,893 $ 2,465

Prepaid forward contracts Other Current Assets Level 1 17 23 24

Interest rate swaps Other Noncurrent Assets Level 2 1 — 3

Interest rate swaps Other Current Liabilities Level 2 3 — —

1 unchanged sentence

Significant Financial Instruments Not Measured at Fair Value (a)

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

August 2, 2025 February 1, 2025 August 3, 2024

Value Carrying

10 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 $ 34 million for the three and six months ended August 2, 2025, and $ 36 million for the three and six months ended August 3, 2024.

These impairment charges are included in SG&A Expenses.

Supplier Finance Programs

We have arrangements with several financial institutions to act as our paying agents to certain vendors.

The arrangements also permit the financial institutions to provide vendors with an option, at our vendors' sole discretion, to sell their receivables from Target to the financial institutions.

A vendor’s election to receive early payment at a discounted amount from the financial institutions does not change the amount that we must remit to the financial institutions or our payment date, which is up to 120 days from the invoice date.

The arrangements also permit the financial institutions to provide vendors with an option, at our vendors' sole discretion, to elect to receive early payment of our payment obligations from the financial institutions at a discounted amount.

A vendor’s election to receive early payment does not change the amount that we must remit to the financial institutions or our payment date, which is up to 120 days from the invoice date.

We do not pay any fees or pledge any security to these financial institutions under these arrangements.

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

Our outstanding vendor obligations eligible for early payment 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.

Our outstanding vendor obligations eligible for early payment under these arrangements totaled $ 2.9 billion as of August 2, 2025, and $ 3.7 billion as of both February 1, 2025, and August 3, 2024, and are included within Accounts Payable on our Consolidated Statements of Financial Position.

These outstanding vendor obligations do not represent actual early payments made under supplier finance programs, which have historically been lower.

Commercial Paper and Long-Term Debt

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.

Our unsecured long-term debt issuances during the six months ended August 2, 2025 were as follows:

Debt Issuances

(dollars in millions)

Issuance Date Maturity Date Principal Amount Interest Rate (Fixed)

March 2025 April 2035 $ 1,000 5.00 %

June 2025 June 2028 500 4.35

June 2025 February 2036 500 5.25

Our unsecured long-term debt repayments during the six months ended August 2, 2025 were as follows:

Debt Repayments

(dollars in millions)

Repayment Date Maturity Date Principal Amount Interest Rate (Fixed)

April 2025 April 2025 $ 1,500 2.25 %

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 months ended May 3, 2025 or May 4, 2024.

There was no commercial paper outstanding at any time during the three and six months ended August 2, 2025, or August 3, 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 May 3, 2025, and February 1, 2025, and $ 2.45 billion as of May 4, 2024.

We were party to interest rate swaps with notional amounts totaling $ 2.20 billion as of August 2, 2025, February 1, 2025, and August 3, 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 months ended May 3, 2025, and May 4, 2024.

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 six months ended August 2, 2025, and August 3, 2024.

TARGET CORPORATION

Q2 2025 Form 10-Q 11

FINANCIAL STATEMENTS Table of Contents

NOTES Index to Notes

Effect of Hedges on Debt

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

August 2, 2025 February 1, 2025 August 3, 2024

Long-term debt and other borrowings

1 unchanged sentence

Cumulative hedging adjustments, included in carrying amount ( 63 ) ( 125 ) ( 79 )

Effect of Hedges on Net Interest Expense Three Months Ended

(millions) May 3, 2025 May 4, 2024

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

(millions) August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

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

3 unchanged sentences

Total $ 6 $ 6 $ 12 $ 12

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

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

Share Repurchase Activity Three Months Ended Six Months Ended

(millions, except per share data) August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Number of shares purchased — 1.1 2.2 1.1

Average price paid per share (a)

$ — $ 145.94 $ 114.59 $ 145.94

Total investment (a)

$ — $ 155 $ 251 $ 155

(a) Amounts include applicable excise tax and commissions.

1 unchanged sentence

We provide pension plan benefits to eligible team members.

Net Pension Benefits (Income) / Expense Three Months Ended

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

Net Pension Benefits (Income) / Expense Three Months Ended Six Months Ended

(millions) Classification August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Service cost benefits earned SG&A Expenses $ 20 $ 19 $ 37 $ 39

1 unchanged sentence

Expected return on assets Net Other Income ( 68 ) ( 70 ) ( 135 ) ( 140 )

Prior service cost Net Other Income 7 8 7 8

Total $ 1 $ ( 1 ) $ ( 7 ) $ ( 10 )

TARGET CORPORATION

Q2 2025 Form 10-Q 12

FINANCIAL STATEMENTS Table of Contents

NOTES Index to Notes

Accumulated Other Comprehensive Loss

3 unchanged sentences

Amounts reclassified ( 9 ) — — ( 9 )

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

August 2, 2025 $ 256 $ ( 27 ) $ ( 697 ) $ ( 468 )

Amounts are net of tax.

TARGET CORPORATION

Q1 2025 Form 10-Q 12

FINANCIAL STATEMENTS Table of Contents

NOTES Index to Notes

Segment Reporting

3 unchanged sentences

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

Business Segment Results Three Months Ended Six Months Ended

(millions) August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Net sales $ 25,211 $ 25,452 $ 49,057 $ 49,983

4 unchanged sentences

Selling, general and administrative expenses (a)

5,359 5,365 9,950 10,511

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

632 626 1,287 1,244

Operating income 1,317 1,635 2,789 2,931

4 unchanged sentences

Net earnings $ 935 $ 1,192 $ 1,971 $ 2,134

(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.

(a) For the six months ended August 2, 2025, includes $ 593 million of pretax net gains related to settlements of credit card interchange fee litigation matters.

Note 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