TARGET CORP 10-Q

Item 1. Financial Statements Consolidated Statements of Operations 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 Cost of sales 17,903 17,826 35,031 35,297 Selling, general, and administrative expenses 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 Net interest expense 116 110 232 216 Net other income ( 17 ) ( 20 ) ( 43 ) ( 49 ) Earnings before income taxes 1,218 1,545 2,600 2,764 Provision for income taxes 283 353 629 630 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 Basic 454.6 462.5 454.8 462.4 Diluted 455.6 463.5 456.1 463.7 Antidilutive shares 5.0 2.3 2.3 1.8 See accompanying Notes to Consolidated Financial Statements . TARGET CORPORATION Q2 2025 Form 10-Q 1 FINANCIAL STATEMENTS Table of Contents Index to Notes Consolidated Statements of Comprehensive Income 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 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 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, 2025 February 1, 2025 August 3, 2024 Assets Cash and cash equivalents $ 4,341 $ 4,762 $ 3,497 Inventory 12,881 12,740 12,604 Other current assets 1,812 1,952 1,817 Total current assets 19,034 19,454 17,918 Property and equipment, net 33,568 33,022 33,075 Operating lease assets 3,694 3,763 3,545 Other noncurrent assets 1,555 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 liabilities 6,068 6,110 5,749 Current portion of long-term debt and other borrowings 1,136 1,636 1,640 Total current liabilities 19,223 20,799 19,984 Long-term debt and other borrowings 15,320 14,304 13,654 Noncurrent operating lease liabilities 3,514 3,582 3,444 Deferred income taxes 2,413 2,303 2,495 Other noncurrent liabilities 1,961 2,115 1,989 Total noncurrent liabilities 23,208 22,304 21,582 Shareholders’ investment Common stock 38 38 38 Additional paid-in capital 7,084 6,996 6,831 Retained earnings 8,766 8,090 8,030 Accumulated other comprehensive loss ( 468 ) ( 458 ) ( 470 ) Total shareholders’ investment 15,420 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 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, 2025 August 3, 2024 Operating activities Net earnings $ 1,971 $ 2,134 Adjustments to reconcile net earnings to cash provided by operating activities: Depreciation and amortization 1,558 1,461 Share-based compensation expense 133 149 Deferred income taxes 112 16 Noncash (gains) / losses and other, net 1 22 Changes in operating accounts: Inventory ( 141 ) ( 718 ) Other assets 151 ( 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 ) Other 11 8 Cash required for investing activities ( 1,853 ) ( 1,305 ) Financing activities Additions to long-term debt 1,984 — 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 liabilities 119 362 See accompanying Notes to Consolidated Financial Statements . TARGET CORPORATION Q2 2025 Form 10-Q 4 FINANCIAL STATEMENTS Table of Contents Index to Notes Consolidated Statements of Shareholders’ Investment Common Stock Additional Accumulated Other Stock Par Paid-in Retained Comprehensive (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 Other comprehensive loss — — — — ( 5 ) ( 5 ) Dividends declared, $ 1.10 per share — — — ( 516 ) — ( 516 ) 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 Other comprehensive loss — — — — ( 5 ) ( 5 ) Dividends declared, $ 1.12 per share — — — ( 527 ) — ( 527 ) 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 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, 2024 459.2 $ 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 compensation 0.1 — 80 — — 80 February 1, 2025 455.6 $ 38 $ 6,996 $ 8,090 $ ( 458 ) $ 14,666 TARGET CORPORATION Q2 2025 Form 10-Q 5 FINANCIAL STATEMENTS Table of Contents Index to Notes Consolidated Statements of Shareholders’ Investment Common Stock Additional Accumulated Other Stock Par Paid-in Retained Comprehensive (millions) (unaudited) Shares Value Capital Earnings Loss Total February 1, 2025 455.6 $ 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 compensation 1.0 — 15 — — 15 May 3, 2025 454.4 $ 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, 2025 454.4 $ 38 $ 7,084 $ 8,766 $ ( 468 ) $ 15,420 See accompanying Notes to Consolidated Financial Statements . TARGET CORPORATION 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 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 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 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 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 sales 43 44 83 90 Merchandise sales 24,719 25,021 48,124 49,164 Advertising revenue 217 162 379 292 Credit card profit sharing 134 144 275 286 Other 141 125 279 241 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 Activity February 1, 2025 Gift Cards Issued During Current Period But Not Redeemed (b) Revenue Recognized From Beginning Liability August 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 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 Basis Fair Value (millions) Classification Measurement Level August 2, 2025 February 1, 2025 August 3, 2024 Assets 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 Liabilities Interest rate swaps Other Current Liabilities Level 2 3 — — Interest rate swaps Other Noncurrent Liabilities Level 2 60 125 82 Significant Financial Instruments Not Measured at Fair Value (a) (millions) August 2, 2025 February 1, 2025 August 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 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 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 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 Q2 2025 Form 10-Q 11 FINANCIAL STATEMENTS Table of Contents NOTES Index to Notes Effect of Hedges on Debt (millions) August 2, 2025 February 1, 2025 August 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 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 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 Expense 6 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 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. 10. Pension Benefits We provide pension plan benefits to eligible team members. 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 Interest cost on projected benefit obligation Net Other Income 42 42 84 83 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 11. Accumulated Other Comprehensive Loss Change in Accumulated Other Comprehensive Loss Cash Flow Hedges Currency Translation Adjustment Pension Total (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 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 Cost of sales Merchandising cost of sales 16,177 16,093 31,531 31,939 Supply chain and digital fulfillment costs 1,726 1,733 3,500 3,358 Total cost of sales 17,903 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 income 1,317 1,635 2,789 2,931 Net interest expense 116 110 232 216 Net other income ( 17 ) ( 20 ) ( 43 ) ( 49 ) Earnings before income taxes 1,218 1,545 2,600 2,764 Provision for income taxes 283 353 629 630 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 Q2 2025 Form 10-Q 13 MANAGEMENT'S DISCUSSION AND ANALYSIS Table of Contents FINANCIAL SUMMARY Index to Notes