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    SEC Form 10-Q filed by Target Corporation

    8/29/25 11:12:12 AM ET
    $TGT
    Department/Specialty Retail Stores
    Consumer Discretionary
    Get the next $TGT alert in real time by email
    tgt-20250802
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    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    FORM 10-Q
    (Mark One) 
    ☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended August 2, 2025
    OR
    ☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from ____ to ____
    Commission File Number 1-6049
     
    bullseye10q19q3.jpg
    TARGET CORPORATION
    (Exact name of registrant as specified in its charter)

    Minnesota
    (State or other jurisdiction of incorporation or organization)

    1000 Nicollet Mall, Minneapolis, Minnesota
    (Address of principal executive offices)


    41-0215170
    (I.R.S. Employer Identification No.)

    55403
    (Zip Code)

    612-304-6073
    (Registrant’s telephone number, including area code)
    Securities registered pursuant to Section 12(b) of the Act:
    Title of each classTrading Symbol(s)Name of each exchange on which registered
    Common stock, par value $0.0833 per shareTGTNew York Stock Exchange
     
    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒ No ☐
    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes ☒ No ☐
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
    Large accelerated filer☒Accelerated filer☐
    Non-accelerated filer☐Smaller reporting company☐
    Emerging growth company☐
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐     
    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
    Total shares of common stock, par value $0.0833, outstanding at August 22, 2025, were 454,399,148.


    Table of Contents
    Index to Notes
    TARGET CORPORATION

    TABLE OF CONTENTS
    PART I
    FINANCIAL INFORMATION
     
    Item 1.
    Financial Statements (unaudited)
     
     
    Consolidated Statements of Operations
    1
     
    Consolidated Statements of Comprehensive Income
    2
     
    Consolidated Statements of Financial Position
    3
     
    Consolidated Statements of Cash Flows
    4
     
    Consolidated Statements of Shareholders’ Investment
    5
     
    Notes to Consolidated Financial Statements
    8
    Item 2.
    Management’s Discussion and Analysis of Financial Condition and Results of Operations
    14
    Item 3.
    Quantitative and Qualitative Disclosures About Market Risk
    25
    Item 4.
    Controls and Procedures
    25
       
    PART II
    OTHER INFORMATION
     
    Item 1.
    Legal Proceedings
    26
    Item 1A.
    Risk Factors
    26
    Item 2.
    Unregistered Sales of Equity Securities and Use of Proceeds
    26
    Item 3.
    Defaults Upon Senior Securities
    26
    Item 4.
    Mine Safety Disclosures
    26
    Item 5.
    Other Information
    26
    Item 6.
    Exhibits
    27
       
    Signatures
     
    28



    FINANCIAL STATEMENTS
    Table of Contents
    Index to Notes
    PART I. FINANCIAL INFORMATION

    Item 1. Financial Statements

    Consolidated Statements of Operations    
     Three Months EndedSix Months Ended
    (millions, except per share data) (unaudited)August 2, 2025August 3, 2024August 2, 2025August 3, 2024
    Net sales$25,211 $25,452 $49,057 $49,983 
    Cost of sales 17,903 17,826 35,031 35,297 
    Selling, general, and administrative expenses5,359 5,365 9,950 10,511 
    Depreciation and amortization (exclusive of depreciation included in cost of sales) 632 626 1,287 1,244 
    Operating income1,317 1,635 2,789 2,931 
    Net interest expense116 110 232 216 
    Net other income(17)(20)(43)(49)
    Earnings before income taxes1,218 1,545 2,600 2,764 
    Provision for income taxes283 353 629 630 
    Net earnings$935 $1,192 $1,971 $2,134 
    Basic earnings per share$2.06 $2.58 $4.33 $4.62 
    Diluted earnings per share$2.05 $2.57 $4.32 $4.60 
    Weighted average common shares outstanding
    Basic454.6 462.5 454.8 462.4 
    Diluted455.6 463.5 456.1 463.7 
    Antidilutive shares5.0 2.3 2.3 1.8 

    See accompanying Notes to Consolidated Financial Statements.
    TARGET CORPORATION
    Bullseye.jpg
    Q2 2025 Form 10-Q
    1

    FINANCIAL STATEMENTS
    Table of Contents
    Index to Notes
    Consolidated Statements of Comprehensive Income
     Three Months EndedSix Months Ended
    (millions) (unaudited)August 2, 2025August 3, 2024August 2, 2025August 3, 2024
    Net earnings$935 $1,192 $1,971 $2,134 
    Other comprehensive (loss) / income, net of tax    
    Cash flow hedges and currency translation adjustment(6)(5)(10)(10)
    Other comprehensive loss(6)(5)(10)(10)
    Comprehensive income$929 $1,187 $1,961 $2,124 

    See accompanying Notes to Consolidated Financial Statements.
    TARGET CORPORATION
    Bullseye.jpg
    Q2 2025 Form 10-Q
    2

    FINANCIAL STATEMENTS
    Table of Contents
    Index to Notes
    Consolidated Statements of Financial Position   
    (millions, except footnotes) (unaudited)August 2, 2025February 1,
    2025
    August 3,
    2024
    Assets 
    Cash and cash equivalents$4,341 $4,762 $3,497 
    Inventory12,881 12,740 12,604 
    Other current assets1,812 1,952 1,817 
    Total current assets19,034 19,454 17,918 
    Property and equipment, net33,568 33,022 33,075 
    Operating lease assets3,694 3,763 3,545 
    Other noncurrent assets1,555 1,530 1,457 
    Total assets$57,851 $57,769 $55,995 
    Liabilities and shareholders’ investment
    Accounts payable$12,019 $13,053 $12,595 
    Accrued and other current liabilities6,068 6,110 5,749 
    Current portion of long-term debt and other borrowings1,136 1,636 1,640 
    Total current liabilities19,223 20,799 19,984 
    Long-term debt and other borrowings15,320 14,304 13,654 
    Noncurrent operating lease liabilities3,514 3,582 3,444 
    Deferred income taxes2,413 2,303 2,495 
    Other noncurrent liabilities1,961 2,115 1,989 
    Total noncurrent liabilities23,208 22,304 21,582 
    Shareholders’ investment
    Common stock38 38 38 
    Additional paid-in capital7,084 6,996 6,831 
    Retained earnings8,766 8,090 8,030 
    Accumulated other comprehensive loss(468)(458)(470)
    Total shareholders’ investment15,420 14,666 14,429 
    Total liabilities and shareholders’ investment$57,851 $57,769 $55,995 
    Common Stock Authorized 6,000,000,000 shares, $0.0833 par value; 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; no shares were issued or outstanding during any period presented.

    See accompanying Notes to Consolidated Financial Statements.
    TARGET CORPORATION
    Bullseye.jpg
    Q2 2025 Form 10-Q
    3

    FINANCIAL STATEMENTS
    Table of Contents
    Index to Notes
    Consolidated Statements of Cash Flows  
     Six Months Ended
    (millions) (unaudited)August 2, 2025August 3, 2024
    Operating activities  
    Net earnings$1,971 $2,134 
    Adjustments to reconcile net earnings to cash provided by operating activities:  
    Depreciation and amortization1,558 1,461 
    Share-based compensation expense133 149 
    Deferred income taxes112 16 
    Noncash (gains) / losses and other, net1 22 
    Changes in operating accounts: 
    Inventory(141)(718)
    Other assets151 (53)
    Accounts payable(1,125)522 
    Accrued and other liabilities(302)(194)
    Cash provided by operating activities
    2,358 3,339 
    Investing activities  
    Expenditures for property and equipment(1,864)(1,313)
    Other11 8 
    Cash required for investing activities(1,853)(1,305)
    Financing activities  
    Additions to long-term debt1,984 — 
    Reductions of long-term debt(1,571)(1,076)
    Dividends paid(1,019)(1,017)
    Repurchase of stock(258)(155)
    Shares withheld for taxes on share-based compensation(62)(94)
    Cash required for financing activities(926)(2,342)
    Net decrease in cash and cash equivalents(421)(308)
    Cash and cash equivalents at beginning of period 4,762 3,805 
    Cash and cash equivalents at end of period $4,341 $3,497 
    Supplemental information
    Leased assets obtained in exchange for new finance lease liabilities$41 $304 
    Leased assets obtained in exchange for new operating lease liabilities119 362 
     
    See accompanying Notes to Consolidated Financial Statements.
    TARGET CORPORATION
    Bullseye.jpg
    Q2 2025 Form 10-Q
    4

    FINANCIAL STATEMENTS
    Table of Contents
    Index to Notes
    Consolidated Statements of Shareholders’ Investment
     CommonStockAdditional Accumulated Other 
     StockParPaid-inRetainedComprehensive 
    (millions) (unaudited)SharesValueCapitalEarningsLossTotal
    February 3, 2024461.7 $38 $6,761 $7,093 $(460)$13,432 
    Net earnings— — — 942 — 942 
    Other comprehensive loss— — — — (5)(5)
    Dividends declared, $1.10 per share
    — — — (516)— (516)
    Share-based compensation0.9 1 (14)— — (13)
    May 4, 2024462.6 $39 $6,747 $7,519 $(465)$13,840 
    Net earnings— — — 1,192 — 1,192 
    Other comprehensive loss— — — — (5)(5)
    Dividends declared, $1.12 per share
    — — — (527)— (527)
    Repurchase of stock(1.1)(1)— (154)— (155)
    Share-based compensation0.1 — 84 — — 84 
    August 3, 2024461.6 $38 $6,831 $8,030 $(470)$14,429 
    Net earnings— — — 854 — 854 
    Other comprehensive loss— — — — (4)(4)
    Dividends declared, $1.12 per share
    — — — (521)— (521)
    Repurchase of stock(2.4)— — (354)— (354)
    Share-based compensation— — 85 — — 85 
    November 2, 2024459.2 $38 $6,916 $8,009 $(474)$14,489 
    Net earnings— — — 1,103 — 1,103 
    Other comprehensive income— — — — 16 16 
    Dividends declared, $1.12 per share
    — — — (516)— (516)
    Repurchase of stock(3.7)— — (506)— (506)
    Share-based compensation0.1 — 80 — — 80 
    February 1, 2025455.6 $38 $6,996 $8,090 $(458)$14,666 

    TARGET CORPORATION
    Bullseye.jpg
    Q2 2025 Form 10-Q
    5

    FINANCIAL STATEMENTS
    Table of Contents
    Index to Notes
    Consolidated Statements of Shareholders’ Investment
     CommonStockAdditional Accumulated Other 
     StockParPaid-inRetainedComprehensive 
    (millions) (unaudited)SharesValueCapitalEarningsLossTotal
    February 1, 2025455.6 $38 $6,996 $8,090 $(458)$14,666 
    Net earnings— — — 1,036 — 1,036 
    Other comprehensive loss— — — — (4)(4)
    Dividends declared, $1.12 per share
    — — — (515)— (515)
    Repurchase of stock(2.2)— — (251)— (251)
    Share-based compensation1.0 — 15 — — 15 
    May 3, 2025454.4 $38 $7,011 $8,360 $(462)$14,947 
    Net earnings— — — 935 — 935 
    Other comprehensive loss— — — — (6)(6)
    Dividends declared, $1.14 per share
    — — — (529)— (529)
    Share-based compensation— — 73 — — 73 
    August 2, 2025454.4 $38 $7,084 $8,766 $(468)$15,420 

    See accompanying Notes to Consolidated Financial Statements.

    TARGET CORPORATION
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    Q2 2025 Form 10-Q
    6

    FINANCIAL STATEMENTS
    Table of Contents
    INDEX
    Index to Notes

    INDEX TO NOTES
    Notes to Consolidated Financial Statements
    8
    Note 1
    Accounting Policies
    8
    Note 2
    Net Sales
    9
    Note 3
    Interchange Fee Settlements
    10
    Note 4
    Fair Value Measurements
    10
    Note 5
    Property and Equipment
    11
    Note 6
    Supplier Finance Programs
    11
    Note 7
    Commercial Paper and Long-Term Debt
    11
    Note 8
    Derivative Financial Instruments
    11
    Note 9
    Share Repurchase
    12
    Note 10
    Pension Benefits
    12
    Note 11
    Accumulated Other Comprehensive Loss
    13
    Note 12
    Segment Reporting
    13
    TARGET CORPORATION
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    Q2 2025 Form 10-Q
    7

    FINANCIAL STATEMENTS
    Table of Contents
    NOTES
    Index to Notes
    Notes to Consolidated Financial Statements (unaudited)

    1. Accounting Policies

    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 (U.S.) generally accepted accounting principles (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.

    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. The vast majority of our long-lived assets are located within the U.S.

    Due to the seasonal nature of our business, quarterly revenues, expenses, earnings, and cash flows are not necessarily indicative of the results that may be expected for the full year.


    TARGET CORPORATION
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    Q2 2025 Form 10-Q
    8

    FINANCIAL STATEMENTS
    Table of Contents
    NOTES
    Index to Notes
    2. Net Sales

    Merchandise sales represent the vast majority of our revenues. We also earn revenues from a variety of other sources, most notably advertising revenue and credit card profit-sharing income.

    Net SalesThree Months EndedSix Months Ended
    (millions)August 2, 2025August 3, 2024August 2, 2025August 3, 2024
    Apparel & accessories (a)
    $4,086 $4,261 $7,797 $8,158 
    Beauty (b)
    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 sales43 44 83 90 
    Merchandise sales24,719 25,021 48,124 49,164 
    Advertising revenue217 162 379 292 
    Credit card profit sharing134 144 275 286 
    Other141 125 279 241 
    Net sales$25,211 $25,452 $49,057 $49,983 
    (a)Includes apparel for women, men, young adults, kids, toddlers, and babies, as well as jewelry, accessories, and shoes.
    (b)Includes skin and bath care, cosmetics, hair care, oral care, deodorant, and shaving products.
    (c)Includes dry and perishable grocery, including snacks, candy, beverages, deli, bakery, meat, produce, and food service (primarily Starbucks) in our stores.
    (d)Includes electronics, including video games and consoles, toys, sporting goods, entertainment, and luggage.
    (e)Includes bed and bath, home décor, school/office supplies, storage, small appliances, kitchenware, greeting cards, party supplies, furniture, lighting, home improvement, and seasonal merchandise.
    (f)Includes household cleaning, paper products, over-the-counter healthcare, vitamins and supplements, baby gear, and pet supplies.

    Merchandise sales — We record almost all retail store revenues at the point of sale. Digitally originated sales may include shipping revenue and are recorded upon delivery to the guest or upon guest pickup at the store. Sales are recognized net of expected returns, which we estimate using historical return patterns and our expectation of future returns. 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.

    Gift Card Liability ActivityFebruary 1,
    2025
    Gift Cards Issued During Current Period But Not Redeemed (b)
    Revenue Recognized From Beginning LiabilityAugust 2,
    2025
    (millions)
    Gift card liability (a)
    $1,209 $427 $(631)$1,005 
    (a)Included in Accrued and Other Current Liabilities.
    (b)Net of estimated breakage.

    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.
    TARGET CORPORATION
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    Q2 2025 Form 10-Q
    9

    FINANCIAL STATEMENTS
    Table of Contents
    NOTES
    Index to Notes

    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 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.

    3. 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, during the first quarter of 2025, we recorded gains within SG&A Expenses of $593 million, net of legal fees.

    4. Fair Value Measurements

    Fair value measurements are reported in one of three levels reflecting the significant inputs used to determine fair value.

     
    Financial Instruments Measured On a Recurring BasisFair Value
    (millions)ClassificationMeasurement LevelAugust 2, 2025February 1, 2025August 3, 2024
    Assets   
    Short-term investmentsCash and Cash EquivalentsLevel 1$3,348 $3,893 $2,465 
    Prepaid forward contracts Other Current AssetsLevel 117 23 24 
    Interest rate swapsOther Noncurrent AssetsLevel 21 — 3 
    Liabilities   
    Interest rate swapsOther Current LiabilitiesLevel 23 — — 
    Interest rate swapsOther Noncurrent LiabilitiesLevel 260 125 82 

    Significant Financial Instruments Not Measured at Fair Value (a)

    (millions)
    August 2, 2025February 1, 2025August 3, 2024
    Carrying
    Amount
    Fair
    Value
    Carrying
    Amount
    Fair
    Value
    Carrying
    Amount
    Fair
    Value
    Long-term debt, including current portion (b)
    $14,393 $13,643 $13,904 $12,953 $13,157 $12,578 
    (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 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.

    TARGET CORPORATION
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    Q2 2025 Form 10-Q
    10

    FINANCIAL STATEMENTS
    Table of Contents
    NOTES
    Index to Notes
    5. 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.

    6. 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 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 $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.

    7. Commercial Paper and Long-Term Debt

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

    Debt Issuances
    (dollars in millions)
    Issuance DateMaturity DatePrincipal Amount Interest Rate (Fixed)
    March 2025April 2035$1,0005.00 %
    June 2025June 20285004.35 
    June 2025February 20365005.25 

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

    Debt Repayments
    (dollars in millions)
    Repayment DateMaturity DatePrincipal Amount Interest Rate (Fixed)
    April 2025April 2025$1,5002.25 %

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

    8. Derivative Financial Instruments

    Our derivative instruments consist of interest rate swaps used to mitigate interest rate risk. As a result, we have counterparty credit exposure to large global financial institutions, which we monitor on an ongoing basis. 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 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 and six months ended August 2, 2025, and August 3, 2024.

    TARGET CORPORATION
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    Q2 2025 Form 10-Q
    11

    FINANCIAL STATEMENTS
    Table of Contents
    NOTES
    Index to Notes

    Effect of Hedges on Debt
    (millions)
    August 2, 2025February 1, 2025August 3, 2024
    Long-term debt and other borrowings
    Carrying amount of hedged debt$2,132 $2,069 $2,113 
    Cumulative hedging adjustments, included in carrying amount(63)(125)(79)

    Effect of Hedges on Net Interest ExpenseThree Months EndedSix Months Ended
    (millions)August 2, 2025August 3, 2024August 2, 2025August 3, 2024
    Gain (loss) on fair value hedges recognized in Net Interest Expense
    Interest rate swaps designated as fair value hedges$6 $78 $62 $47 
    Hedged debt(6)(78)(62)(47)
    Gain on cash flow hedges recognized in Net Interest Expense6 6 12 12 
    Total$6 $6 $12 $12 

    9. 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 ActivityThree Months EndedSix Months Ended
    (millions, except per share data)August 2, 2025August 3, 2024August 2, 2025August 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.

    10. Pension Benefits

    We provide pension plan benefits to eligible team members.

    Net Pension Benefits (Income) / ExpenseThree Months EndedSix Months Ended
    (millions)ClassificationAugust 2, 2025August 3, 2024August 2, 2025August 3, 2024
    Service cost benefits earnedSG&A Expenses$20 $19 $37 $39 
    Interest cost on projected benefit obligationNet Other Income42 42 84 83 
    Expected return on assetsNet Other Income(68)(70)(135)(140)
    Prior service costNet Other Income7 8 7 8 
    Total$1 $(1)$(7)$(10)
     
    TARGET CORPORATION
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    Q2 2025 Form 10-Q
    12

    FINANCIAL STATEMENTS
    Table of Contents
    NOTES
    Index to Notes
    11. Accumulated Other Comprehensive Loss

     
    Change in Accumulated Other Comprehensive LossCash Flow HedgesCurrency Translation AdjustmentPensionTotal
    (millions)
    February 1, 2025$266 $(27)$(697)$(458)
    Other comprehensive (loss) income before reclassifications(1)— — (1)
    Amounts reclassified(9)— — (9)
    August 2, 2025$256 $(27)$(697)$(468)
    Note: Amounts are net of tax.

    12. 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 ResultsThree Months EndedSix Months Ended
    (millions)August 2, 2025August 3, 2024August 2, 2025August 3, 2024
    Net sales$25,211 $25,452 $49,057 $49,983 
    Cost of sales
    Merchandising cost of sales16,177 16,093 31,531 31,939 
    Supply chain and digital fulfillment costs1,726 1,733 3,500 3,358 
    Total cost of sales17,903 17,826 35,031 35,297 
    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 income1,317 1,635 2,789 2,931 
    Net interest expense116 110 232 216 
    Net other income(17)(20)(43)(49)
    Earnings before income taxes1,218 1,545 2,600 2,764 
    Provision for income taxes283 353 629 630 
    Net earnings$935 $1,192 $1,971 $2,134 
    (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
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    Q2 2025 Form 10-Q
    13

    MANAGEMENT'S DISCUSSION AND ANALYSIS
    Table of Contents
    FINANCIAL SUMMARY
    Index to Notes
    Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

    Financial Summary

    Second quarter 2025 included the following notable items:

    •GAAP diluted earnings per share and Adjusted EPS1 were $2.05.
    •Net Sales were $25.2 billion, a decrease of 0.9 percent from the comparable prior-year period.
    •Comparable sales decreased 1.9 percent, reflecting a 1.3 percent decrease in traffic and a 0.6 percent decrease in average transaction amount.
    ◦Comparable stores-originated sales declined 3.2 percent.
    ◦Comparable digitally-originated sales increased 4.3 percent.
    •Operating income of $1.3 billion was 19.4 percent lower than the comparable prior-year period.

    Earnings Per ShareThree Months EndedSix Months Ended
    August 2, 2025August 3, 2024ChangeAugust 2, 2025August 3, 2024Change
    GAAP diluted earnings per share$2.05 $2.57 (20.2)%$4.32 $4.60 (6.1)%
    Adjustments— — (0.97)— 
    Adjusted diluted earnings per share$2.05 $2.57 (20.2)%$3.35 $4.60 (27.1)%
    1Adjusted diluted earnings per share (Adjusted EPS), a non-GAAP metric, excludes the impact of certain items. 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 21.

    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 August 2, 2025, after-tax ROIC was 14.3 percent, compared with 16.6 percent for the trailing twelve months ended August 3, 2024. The calculation of ROIC is provided on page 22.

    Business Environment

    In April 2025, the U.S. imposed a range of tariffs on the vast majority of products manufactured in foreign countries and jurisdictions, and subsequently imposed incremental tariffs, paused, modified, or issued specific exceptions to recently imposed tariffs, and indicated that the U.S. is actively negotiating country-specific agreements that it expects will result in changes to imposed tariff rates. Approximately one-half of the merchandise we offer is sourced from outside the U.S., either directly or indirectly, with China as our single largest source of merchandise we import.

    We are closely monitoring the evolving consumer and regulatory landscape and adjusting plans as needed, including, but not limited to, vendor negotiations, assortment changes, movements in country of production, adjustments in order unit quantities and timing, and pricing strategies. The Gross Margin Rate section below provides additional information about the impact of such actions.

    Additionally, we are working closely with industry associations and government leaders, all with a goal to continue delivering the products our guests expect and minimizing the impact of tariffs on our guests. The collective interaction of tariffs, sourcing strategies, pricing actions, consumer response and behaviors, and other factors, could materially impact our sales and results of operations in future periods.


    TARGET CORPORATION
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    Q2 2025 Form 10-Q
    14

    MANAGEMENT'S DISCUSSION AND ANALYSIS
    Table of Contents
    ANALYSIS OF RESULTS OF OPERATIONS
    Index to Notes
    Analysis of Results of Operations

    Summary of Operating Income Three Months Ended Six Months Ended 
    (dollars in millions)August 2, 2025August 3, 2024ChangeAugust 2, 2025August 3, 2024Change
    Net sales$25,211 $25,452 (0.9)%49,057 $49,983 (1.9)%
    Cost of sales (a)
    17,903 17,826 0.4 35,031 35,297 (0.8)
    SG&A expenses (a)
    5,359 5,365 (0.1)9,950 10,511 (5.3)
    Depreciation and amortization (exclusive of depreciation included in cost of sales)632 626 0.9 1,287 1,244 3.4 
    Operating income$1,317 $1,635 (19.4)%$2,789 $2,931 (4.8)%

    Rate AnalysisThree Months EndedSix Months Ended
    August 2, 2025August 3, 2024August 2, 2025August 3, 2024
    Gross margin rate (a)
    29.0 %30.0 %28.6 %29.4 %
    SG&A expense rate (a)
    21.3 21.1 20.3 21.0 
    Depreciation and amortization expense rate (exclusive of depreciation included in cost of sales)2.5 2.5 2.6 2.5 
    Operating income margin rate5.2 6.4 5.7 5.9 
    (a)Reflects the impact of a reclassification of prior year amounts, which were not material, to conform with current year presentation.
    Note: Gross margin (GM) is calculated as Net Sales less Cost of Sales. All rates are calculated by dividing the applicable amount by Net Sales. We updated the prior period gross margin rate to conform to the current year calculation, which resulted in an approximate 1 percentage point increase in our gross margin rate for the 2024 periods presented.

    Net Sales

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

    Merchandise Sales are net of expected returns, and our estimate of gift card breakage. Comparable sales include all Merchandise Sales, except sales from stores open less than 13 months or that have been closed. We use comparable sales to evaluate the performance of our stores and digital channels by measuring the change in sales for a period over the comparable, prior-year period of equivalent length. 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 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 Same Day Delivery. Digitally originated sales may also be fulfilled through our distribution centers, our vendors, or other third parties.

    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 a significant portion 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).

    TARGET CORPORATION
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    Q2 2025 Form 10-Q
    15

    MANAGEMENT'S DISCUSSION AND ANALYSIS
    Table of Contents
    ANALYSIS OF RESULTS OF OPERATIONS
    Index to Notes
    Comparable SalesThree Months EndedSix Months Ended
     August 2, 2025August 3, 2024August 2, 2025August 3, 2024
    Comparable sales change(1.9)%2.0 %(2.8)%(0.9)%
    Drivers of change in comparable sales    
    Number of transactions (traffic)(1.3)3.0 (1.8)0.6 
    Average transaction amount(0.6)(0.9)(1.0)(1.4)

    Comparable Sales by ChannelThree Months EndedSix Months Ended
     August 2, 2025August 3, 2024August 2, 2025August 3, 2024
    Stores originated comparable sales change(3.2)%0.7 %(4.4)%(2.1)%
    Digitally originated comparable sales change4.3 8.7 4.5 5.0 

    Merchandise Sales by ChannelThree Months EndedSix Months Ended
     August 2, 2025August 3, 2024August 2, 2025August 3, 2024
    Stores originated81.1 %82.1 %80.7 %81.9 %
    Digitally originated18.9 17.9 19.3 18.1 
    Total100 %100 %100 %100 %

    Merchandise Sales by Fulfillment ChannelThree Months EndedSix Months Ended
     August 2, 2025August 3, 2024August 2, 2025August 3, 2024
    Stores 97.7 %97.9 %97.7 %97.8 %
    Other2.3 2.1 2.3 2.2 
    Total100 %100 %100 %100 %
    Note: Merchandise 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 Same Day Delivery.

    Merchandise Sales by Product CategoryThree Months EndedSix Months Ended
    August 2, 2025August 3, 2024August 2, 2025August 3, 2024
    Apparel & accessories16 %17 %16 %17 %
    Beauty14 14 14 13 
    Food & beverage23 22 24 23 
    Hardlines14 13 14 13 
    Home furnishings & décor15 16 14 15 
    Household essentials18 18 18 19 
    Total100 %100 %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.

    TARGET CORPORATION
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    Q2 2025 Form 10-Q
    16

    MANAGEMENT'S DISCUSSION AND ANALYSIS
    Table of Contents
    ANALYSIS OF RESULTS OF OPERATIONS
    Index to Notes
    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 our Target Circle Cards are also incremental sales for Target. Guests receive a 5 percent discount on virtually all purchases when they use a Target Circle Card at Target. For the three months ended August 2, 2025, and August 3, 2024, total Target Circle Card Penetration was 16.9 percent and 17.7 percent, respectively. For the six months ended August 2, 2025, and August 3, 2024, total Target Circle Card Penetration was 17.1 percent and 17.9 percent, respectively.

    TARGET CORPORATION
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    Q2 2025 Form 10-Q
    17

    MANAGEMENT'S DISCUSSION AND ANALYSIS
    Table of Contents
    ANALYSIS OF RESULTS OF OPERATIONS
    Index to Notes
    Gross Margin Rate

    Quarter-to-Date
    39
    For the three months ended August 2, 2025, our gross margin rate was 29.0 percent compared with 30.0 percent in the comparable prior-year period. The decrease reflected the net impact of
    •merchandising, including higher markdown rates and purchase order cancellation costs1, partially offset by growth in advertising and other revenues;
    •changes in category sales mix; and
    •lower inventory shrink.

    Year-to-Date
    549755814833

    For the six months ended August 2, 2025, our gross margin rate was 28.6 percent compared with 29.4 percent in the comparable prior-year period. The decrease reflected the net impact of
    •merchandising activities, including higher markdown rates and purchase order cancellation costs1, partially offset by growth in advertising and other revenues;
    •higher supply chain and digital fulfillment costs, partially due to to new supply chain facilities;
    •changes in category sales mix; and
    •lower inventory shrink.

    1 The Business Environment section provides additional information.
    TARGET CORPORATION
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    Q2 2025 Form 10-Q
    18

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

    Selling, General, and Administrative Expense Rate

    For the three months ended August 2, 2025, our SG&A expense rate was 21.3 percent compared with 21.1 percent for the comparable prior-year period, reflecting the deleveraging impact of lower Net Sales. Higher remodel-related expenses during the three months ended August 2, 2025, were offset by the net impact of cost savings.

    For the six months ended August 2, 2025, our SG&A expense rate was 20.3 percent compared with 21.0 percent for the comparable prior-year period. The decrease reflected a favorable impact of interchange fee settlements during the first quarter of 2025 of approximately 1.2 percentage points, as further described in Note 3, partially offset by the deleveraging impact of lower Net Sales, and the net impact of other costs.

    Store Data

    Change in Number of StoresThree Months EndedSix Months Ended
    August 2, 2025August 3, 2024August 2, 2025August 3, 2024
    Beginning store count1,981 1,963 1,978 1,956 
    Opened1 3 4 10 
    Closed— — — — 
    Ending store count1,982 1,966 1,982 1,966 

    Number of Stores andNumber of Stores
    Retail Square Feet (a)
    Retail Square FeetAugust 2, 2025February 1, 2025August 3, 2024August 2, 2025February 1, 2025August 3, 2024
    170,000 or more sq. ft.273 273 273 48,824 48,824 48,824 
    50,000 to 169,999 sq. ft.1,562 1,559 1,549 195,436 195,050 193,705 
    49,999 or less sq. ft.147 146 144 4,445 4,404 4,334 
    Total1,982 1,978 1,966 248,705 248,278 246,863 
    (a)In thousands; reflects total square feet less office, supply chain facility, and vacant space.
     
    TARGET CORPORATION
    Bullseye.jpg
    Q2 2025 Form 10-Q
    19

    MANAGEMENT'S DISCUSSION AND ANALYSIS
    Table of Contents
    OTHER PERFORMANCE FACTORS
    Index to Notes
    Other Performance Factors

    Net Interest Expense

    Net interest expense was $116 million and $232 million for the three and six months ended August 2, 2025, respectively, compared with $110 million and $216 million in the comparable prior-year periods. The increase was primarily due to higher average debt levels.

    Provision for Income Taxes
     
    Our effective income tax rates for the three and six months ended August 2, 2025, were 23.2 percent and 24.2 percent, respectively, compared with 22.9 percent and 22.8 percent in the comparable prior-year periods. For the three month period, the increase is driven by the impact of Pillar Two global minimum taxes. For the six month period, the increase reflects discrete tax expense in the current year, primarily related to share-based compensation, and the impact of Pillar Two global minimum taxes.

    On July 4, 2025, the U.S. enacted new legislation that includes several U.S. corporate tax provisions, including restoring immediate deductibility of certain capital expenditures, restoring full expensing of domestic research and development costs, and changes in the computations of U.S. taxation on international earnings. We expect the provisions of the legislation to result in a favorable timing shift in our U.S. cash tax payments, with no material impact on our income tax expense.
    TARGET CORPORATION
    Bullseye.jpg
    Q2 2025 Form 10-Q
    20

    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). This metric excludes certain items presented below. 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, generally accepted accounting principles in the 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 EPSThree Months EndedThree Months Ended
    August 2, 2025August 3, 2024
    (millions, except per share data)PretaxNet of TaxPer SharePretaxNet of TaxPer Share
    GAAP and Adjusted EPS$2.05 $2.57 
    Reconciliation of Non-GAAP Adjusted EPSSix Months EndedSix Months Ended
    August 2, 2025August 3, 2024
    (millions, except per share data)PretaxNet of TaxPer SharePretaxNet of TaxPer Share
    GAAP diluted earnings per share$4.32 $4.60 
    Adjustments
    Interchange fee settlements (a)
    $(593)$(441)$(0.97)$— $— $— 
    Adjusted EPS$3.35 $4.60 
    (a)Note 3 to the Financial Statements provides additional information.

    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.

    EBIT and EBITDAThree Months Ended Six Months Ended 
    (dollars in millions)August 2, 2025August 3, 2024ChangeAugust 2, 2025August 3, 2024Change
    Net earnings$935 $1,192 (21.5)%$1,971 $2,134 (7.6)%
    + Provision for income taxes283 353 (19.9)629 630 (0.2)
    + Net interest expense116 110 6.3 232 216 7.5 
    EBIT$1,334 $1,655 (19.3)%$2,832 $2,980 (5.0)%
    + Total depreciation and amortization (a)
    770 743 3.6 1,558 1,461 6.6 
    EBITDA$2,104 $2,398 (12.2)%$4,390 $4,441 (1.2)%
    (a)Represents total depreciation and amortization, including amounts classified within Depreciation and Amortization and within Cost of Sales.

    TARGET CORPORATION
    Bullseye.jpg
    Q2 2025 Form 10-Q
    21

    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)
    Trailing Twelve Months
    NumeratorAugust 2, 2025
    August 3, 2024 (a)
    Operating income$5,425 $6,113 
     + Net other income99 102 
    EBIT5,524 6,215 
     + Operating lease interest (b)
    166 146 
      - Income taxes (c)
    1,305 1,427 
    Net operating profit after taxes$4,385 $4,934 

    DenominatorAugust 2, 2025August 3, 2024July 29, 2023
    Current portion of long-term debt and other borrowings$1,136$1,640$1,106 
     + Noncurrent portion of long-term debt15,32013,65414,926 
     + Shareholders' investment15,42014,42911,990 
     + Operating lease liabilities (d)
    3,8833,7863,104 
      - Cash and cash equivalents4,3413,4971,617 
    Invested capital$31,418$30,012$29,509 
    Average invested capital (e)
    $30,715$29,760
    After-tax return on invested capital (f)
    14.3 %16.6 %
    (a)The trailing twelve months ended August 3, 2024, consisted of 53 weeks compared with 52 weeks in the current-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 was owned or accounted for under finance leases. Calculated using the discount rate for each lease and recorded as a component of rent expense within Operating Income. 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 22.9 percent and 22.4 percent for the trailing twelve months ended August 2, 2025, and August 3, 2024, respectively. For the trailing twelve months ended August 2, 2025, and August 3, 2024, includes tax effect of $1.3 billion and $1.4 billion, respectively, related to EBIT and $38 million and $33 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.
    (f)For the trailing twelve months ended August 2, 2025, includes the impact of after-tax net gains on interchange fee settlements, which increased after-tax ROIC by 1.4 percentage points. Note 3 to the Financial Statements provides additional information.

    TARGET CORPORATION
    Bullseye.jpg
    Q2 2025 Form 10-Q
    22

    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 $4.3 billion, $4.8 billion, and $3.5 billion as of August 2, 2025, February 1, 2025, and August 3, 2024, respectively. Our cash and cash equivalents balance includes short-term investments of $3.3 billion, $3.9 billion, and $2.5 billion as of August 2, 2025, February 1, 2025, and August 3, 2024, 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 $2.4 billion and $3.3 billion for the six months ended August 2, 2025, and August 3, 2024, respectively. The decrease reflects lower accounts payable leverage and the net earnings impact of lower sales, partially offset by gains on interchange fee settlements discussed in Note 3 to the Financial Statements.
     
    Inventory

    Inventory was $12.9 billion as of August 2, 2025, compared with $12.7 billion and $12.6 billion as of February 1, 2025, and August 3, 2024, respectively. The increase compared to August 3, 2024, reflects higher merchandise costs and continued investment in frequency categories.

    Investing Cash Flows

    Cash required for investing activities increased to $1.9 billion for the six months ended August 2, 2025, compared to $1.3 billion for the six months ended August 3, 2024, due to higher capital expenditures.

    Dividends
     
    We paid dividends totaling $509 million ($1.12 per share) and $1,019 million ($2.24 per share) for the three and six months ended August 2, 2025, respectively, and $509 million ($1.10 per share) and $1,017 million ($2.20 per share) for the three and six months ended August 3, 2024, respectively, a per share increase of 1.8 percent. We declared dividends totaling $529 million ($1.14 per share) during the second quarter of 2025 and $527 million ($1.12 per share) during the second quarter of 2024, a per share increase of 1.8 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 deployed $251 million to repurchase shares during the six months ended August 2, 2025. See Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds of this Quarterly Report on Form 10-Q and Note 9 to the Financial Statements for more information.

    TARGET CORPORATION
    Bullseye.jpg
    Q2 2025 Form 10-Q
    23

    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 August 2, 2025, our credit ratings were as follows:

    Credit RatingsMoody’sStandard and Poor’sFitch
    Long-term debtA2AA
    Commercial paperP-1A-1F1

    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 issued $1.0 billion of unsecured debt in both March and June 2025, and repaid $1.5 billion of unsecured debt in April 2025. Note 7 to the Financial Statements provides additional information.

    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 2025 and October 2028, respectively, provide a liquidity backstop to our commercial paper program. No balances were outstanding under either credit facility at any time during 2025 or 2024. There was no commercial paper outstanding as of either August 2, 2025, or August 3, 2024. Note 7 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 August 2, 2025, 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
    Bullseye.jpg
    Q2 2025 Form 10-Q
    24

    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 1, 2025, 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.

    Item 3. Quantitative and Qualitative Disclosures About Market Risk

    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 1, 2025.

    Item 4. Controls and Procedures

    Changes in Internal Control Over Financial Reporting

    There were no changes during the most recent fiscal quarter that 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
    Bullseye.jpg
    Q2 2025 Form 10-Q
    25

    SUPPLEMENTAL INFORMATION
    Table of Contents
    Index to Notes
    PART II. OTHER INFORMATION

    Item 1. Legal Proceedings

    For the quarterly period ended August 2, 2025, no response is required under Item 103 of Regulation S-K, nor have there been any material developments for any previously reported legal proceedings.

    Item 1A. Risk Factors

    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 1, 2025.

    Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

    On August 11, 2021, our Board of Directors authorized a $15 billion share repurchase program with no stated expiration. Under the program, we have repurchased 33.2 million shares of common stock for a total investment of $6.6 billion. As of August 2, 2025, the dollar value of shares that may yet be purchased under the program is $8.4 billion. There were no Target common stock purchases made during the three months ended August 2, 2025, by Target or any "affiliated purchaser" of Target, as defined in Rule 10b-18(a)(3) under the Exchange Act.

    Item 3. Defaults Upon Senior Securities

    Not applicable.

    Item 4. Mine Safety Disclosures

    Not applicable.

    Item 5. Other Information

    Not applicable.

    TARGET CORPORATION
    Bullseye.jpg
    Q2 2025 Form 10-Q
    26

    SUPPLEMENTAL INFORMATION
    Table of Contents
    Index to Notes
    Item 6. Exhibits

    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 15, 2025) (filed as Exhibit 3.2 to Target's Current Report on Form 8-K on January 17, 2025, and incorporated herein by reference).
    10.23**
    Transition Agreement, dated as of May 20, 2025, among Target Corporation, Target Enterprise, Inc., and A. Christina Hennington
    10.24**
    Transition Agreement, dated as of May 20, 2025, among Target Corporation, Target Enterprise, Inc., and Amy Tu
    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
    101.INS**Inline XBRL Instance Document
    101.SCH**Inline XBRL Taxonomy Extension Schema Document
    101.CAL**Inline XBRL Taxonomy Extension Calculation Linkbase Document
    101.DEF**Inline XBRL Taxonomy Extension Definition Linkbase Document
    101.LAB**Inline XBRL Taxonomy Extension Label Linkbase Document
    101.PRE**Inline XBRL Taxonomy Extension Presentation Linkbase Document
    104**Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
    **
    Filed herewith.
    ***
    Furnished herewith.

        
        
        

    TARGET CORPORATION
    Bullseye.jpg
    Q2 2025 Form 10-Q
    27

    SUPPLEMENTAL INFORMATION
    Table of Contents
    Index to Notes
    SIGNATURES
     
    Pursuant to the requirements 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
      
    Dated: August 29, 2025By: /s/ Jim Lee
     Jim Lee
      Executive Vice President and
      Chief Financial Officer
      (Duly Authorized Officer and
      Principal Financial Officer)
    /s/ Matthew A. Liegel
    Matthew A. Liegel
    Senior Vice President, Chief Accounting Officer
    and Controller
    (Principal Accounting Officer)

    TARGET CORPORATION
    Bullseye.jpg
    Q2 2025 Form 10-Q
    28
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    Target Corporation Reports Second Quarter Earnings

    Target's Board of Directors unanimously appoints Michael Fiddelke to serve as Target's next CEO. For additional details, please visit:https://corporate.target.com/press/release/2025/08/target-appoints-michael-fiddelke-as-chief-executive-officer MINNEAPOLIS, Aug. 20, 2025 /PRNewswire/ -- Second quarter net sales were $25.2 billion, (0.9) percent lower than 2024, representing a nearly 2 percentage point improvement versus the first quarter.Traffic and sales trends improved meaningfully compared with the first quarter, particularly in stores. All six core merchandising categories saw comparable sales improvements compared with the first quarter.Digital comparable sales grew 4.3 percent, reflect

    8/20/25 6:30:00 AM ET
    $TGT
    Department/Specialty Retail Stores
    Consumer Discretionary

    Target Corporation to Webcast 2nd Quarter Earnings Conference Call on Wednesday, August 20, 2025

    MINNEAPOLIS, Aug. 19, 2025 /PRNewswire/ -- WHAT: Target Corporation's (NYSE:TGT) webcast of its second quarter earnings conference call. WHEN: Wednesday, August 20, 2025 - 7:00 a.m. central time HOW: Investors and the media are invited to listen to the call through the company's website at Corporate.Target.com/Investors (click on the link under "Events & Presentations") WHO: Minneapolis-based Target Corporation (NYSE:TGT) serves guests at nearly 2,000 stores and at Target.com, with the purpose of helping all families discover the joy of everyday life. Since 1946, Target has given 5% of its profit to communities, which today equals millions of dollars a week. Additional company information ca

    8/19/25 8:00:00 AM ET
    $TGT
    Department/Specialty Retail Stores
    Consumer Discretionary

    Target Corporation Increases Quarterly Dividend by 1.8 Percent

    MINNEAPOLIS, June 12, 2025 /PRNewswire/ -- The board of directors of Target Corporation (NYSE:TGT) has declared a quarterly dividend of $1.14 per common share, a 1.8% increase from the prior quarterly dividend of $1.12.  The dividend is payable Sept. 1, 2025 to shareholders of record at the close of business August 13, 2025.  The 3rd quarter dividend will be the company's 232nd consecutive dividend paid since October 1967 when the company became publicly held.  With the increase announced today, 2025 is on track to be the 54th consecutive year in which Target has increased its annual dividend. About TargetMinneapolis-based Target Corporation (NYSE:TGT) serves guests at nearly 2,000 stores an

    6/12/25 6:30:00 AM ET
    $TGT
    Department/Specialty Retail Stores
    Consumer Discretionary

    Amendment: SEC Form SC 13G/A filed by Target Corporation

    SC 13G/A - TARGET CORP (0000027419) (Subject)

    11/13/24 12:52:42 PM ET
    $TGT
    Department/Specialty Retail Stores
    Consumer Discretionary

    SEC Form SC 13G/A filed by Target Corporation (Amendment)

    SC 13G/A - TARGET CORP (0000027419) (Subject)

    2/9/24 6:19:03 PM ET
    $TGT
    Department/Specialty Retail Stores
    Consumer Discretionary

    SEC Form SC 13G filed by Target Corporation

    SC 13G - TARGET CORP (0000027419) (Subject)

    2/13/23 2:49:23 PM ET
    $TGT
    Department/Specialty Retail Stores
    Consumer Discretionary

    Target Appoints Michael Fiddelke As Chief Executive Officer

    Michael Fiddelke, chief operating officer, to succeed Brian Cornell as chief executive officer and join Target's Board of DirectorsCornell, chair and chief executive officer, to serve as executive chair of Target's Board of Directors Appointments effective Feb. 1, 2026MINNEAPOLIS, Aug. 20, 2025 /PRNewswire/ -- Target Corporation (NYSE:TGT) today announced the company's Board of Directors has unanimously elected Michael Fiddelke, chief operating officer, to succeed Brian Cornell as chief executive officer and become a member of its Board of Directors. Cornell will transition to the role of executive chair of the Board of Directors. Both appointments are effective Feb. 1, 2026. During his 20-y

    8/20/25 6:30:00 AM ET
    $TGT
    Department/Specialty Retail Stores
    Consumer Discretionary

    Target Announces Voting Results from 2025 Annual Meeting of Shareholders

    MINNEAPOLIS, June 13, 2025 /PRNewswire/ -- Target Corporation (NYSE: TGT) today announced voting results from its 2025 Annual Meeting of Shareholders held on June 11, 2025 ("Annual Meeting"). Shareholders elected all 12 nominees for the board of directors, ratified the appointment of Target's independent registered public accounting firm, approved the advisory "Say on Pay" management proposal, and rejected one shareholder proposal. The Carideo Group, the independent Inspector of Election, has certified all voting results for the Annual Meeting. The final tabulation indicates that 391,209,355 shares were voted, representing approximately 86.1 percent of Target's outstanding shares as of the r

    6/13/25 4:15:00 PM ET
    $TGT
    Department/Specialty Retail Stores
    Consumer Discretionary

    Target Names Jim Lee Chief Financial Officer

    A highly skilled leader with more than 25 years of financial, strategy and business experience at PepsiCo, Lee will oversee Target's finance function and join its leadership teamLee succeeds Michael Fiddelke, Target's chief operating officerMINNEAPOLIS, Sept. 19, 2024 /PRNewswire/ -- Target Corporation (NYSE:TGT) today announced that Jim Lee has been named chief financial officer and a member of its leadership team effective Sept. 22. In his new role, Lee will be responsible for financial planning and analysis, finance capabilities, internal audit, accounting, investor relations, treasury, tax, risk, financial products and services and corporate development. He succeeds Michael Fiddelke, Tar

    9/19/24 6:30:00 AM ET
    $TGT
    Department/Specialty Retail Stores
    Consumer Discretionary