Form 10-Q - Quarterly report [Sections 13 or 15(d)]



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 May 3, 2025

☐ 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

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 class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0833 per share

TGT

New 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 May 23, 2025, were 454,365,901.


						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	23
Item 4.	Controls and Procedures	23

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25

Signatures		26


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


Consolidated Statements of Operations
	Three Months Ended
(millions, except per share data) (unaudited)	May 3, 2025		May 4, 2024


Net sales	$	23,846	$	24,531
Cost of sales	17,128		17,471
Selling, general, and administrative expenses	4,591		5,146
Depreciation and amortization (exclusive of depreciation included in cost of sales)	655		618
Operating income	1,472		1,296
Net interest expense	116		106
Net other income	(26)		(29)
Earnings before income taxes	1,382		1,219
Provision for income taxes	346		277
Net earnings	$	1,036	$	942
Basic earnings per share	$	2.28	$	2.04
Diluted earnings per share	$	2.27	$	2.03
Weighted average common shares outstanding
Basic	455.0		462.2
Diluted	456.5		463.9
Antidilutive shares	2.4		1.6

See accompanying Notes to Consolidated Financial Statements.


TARGET CORPORATION						Q1 2025 Form 10-Q			1


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes


Consolidated Statements of Comprehensive Income
	Three Months Ended
(millions) (unaudited)	May 3, 2025		May 4, 2024
Net earnings	$	1,036	$	942
Other comprehensive (loss) / income, net of tax

Cash flow hedges and currency translation adjustment	(4)		(5)
Other comprehensive loss	(4)		(5)
Comprehensive income	$	1,032	$	937

See accompanying Notes to Consolidated Financial Statements.


TARGET CORPORATION						Q1 2025 Form 10-Q			2


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes


Consolidated Statements of Financial Position
(millions, except footnotes) (unaudited)	May 3, 2025		February 1, 2025		May 4, 2024
Assets
Cash and cash equivalents	$	2,887	$	4,762	$	3,604
Inventory	13,048		12,740		11,730
Other current assets	1,824		1,952		1,744
Total current assets	17,759		19,454		17,078







Property and equipment, net	33,182		33,022		33,114
Operating lease assets	3,739		3,763		3,486
Other noncurrent assets	1,505		1,530		1,439
Total assets	$	56,185	$	57,769	$	55,117
Liabilities and shareholders’ investment
Accounts payable	$	11,823	$	13,053	$	11,561
Accrued and other current liabilities	6,029		6,110		5,684
Current portion of long-term debt and other borrowings	1,139		1,636		2,614
Total current liabilities	18,991		20,799		19,859
Long-term debt and other borrowings	14,334		14,304		13,487
Noncurrent operating lease liabilities	3,564		3,582		3,392
Deferred income taxes	2,338		2,303		2,543
Other noncurrent liabilities	2,011		2,115		1,996
Total noncurrent liabilities	22,247		22,304		21,418
Shareholders’ investment
Common stock	38		38		39
Additional paid-in capital	7,011		6,996		6,747
Retained earnings	8,360		8,090		7,519
Accumulated other comprehensive loss	(462)		(458)		(465)
Total shareholders’ investment	14,947		14,666		13,840
Total liabilities and shareholders’ investment	$	56,185	$	57,769	$	55,117

Common Stock Authorized 6,000,000,000 shares, $0.0833 par value; 454,364,799, 455,566,995, and 462,635,539 shares issued and outstanding as of May 3, 2025, February 1, 2025, and May 4, 2024, respectively.

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						Q1 2025 Form 10-Q			3


			FINANCIAL STATEMENTS			Table of Contents
						Index to Notes


Consolidated Statements of Cash Flows
	Three Months Ended
(millions) (unaudited)	May 3, 2025		May 4, 2024
Operating activities
Net earnings	$	1,036	$	942
Adjustments to reconcile net earnings to cash provided by operating activities:
Depreciation and amortization	787		718
Share-based compensation expense	69		72
Deferred income taxes	36		64

Noncash (gains) / losses and other, net	(4)		(31)
Changes in operating accounts:
Inventory	(308)		156
Other assets	146		43
Accounts payable	(1,344)		(524)
Accrued and other liabilities	(143)		(339)
Cash provided by operating activities	275		1,101
Investing activities
Expenditures for property and equipment	(790)		(674)


Other	3		3
Cash required for investing activities	(787)		(671)
Financing activities

Additions to long-term debt	991		—
Reductions of long-term debt	(1,534)		(32)
Dividends paid	(510)		(508)
Repurchase of stock	(250)		—

Shares withheld for taxes on share-based compensation	(60)		(91)

Cash required for financing activities	(1,363)		(631)
Net decrease in cash and cash equivalents	(1,875)		(201)
Cash and cash equivalents at beginning of period	4,762		3,805
Cash and cash equivalents at end of period	$	2,887	$	3,604
Supplemental information
Leased assets obtained in exchange for new finance lease liabilities	$	17	$	122
Leased assets obtained in exchange for new operating lease liabilities	70		214

See accompanying Notes to Consolidated Financial Statements.


TARGET CORPORATION						Q1 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	—	—		—		(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	—	—		—		(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	—	—		—		(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	—	—		—		(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						Q1 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	—	—		—		(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

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

See accompanying Notes to Consolidated Financial Statements.


TARGET CORPORATION						Q1 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	Supplier Finance Programs	11
Note 6	Commercial Paper and Long-Term Debt	11
Note 7	Derivative Financial Instruments	11
Note 8	Share Repurchase	12
Note 9	Pension Benefits	12
Note 10	Accumulated Other Comprehensive Loss	12
Note 11	Segment Reporting	13


TARGET CORPORATION						Q1 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						Q1 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
(millions)	May 3, 2025		May 4, 2024
Apparel & accessories (a)	$	3,711	$	3,897
Beauty (b)	3,101		3,119
Food & beverage (c)	5,902		5,853
Hardlines (d)	3,074		3,160
Home furnishings & décor (e)	3,220		3,519
Household essentials (f)	4,357		4,549
Other merchandise sales	40		46
Merchandise sales	23,405		24,143
Advertising revenue	163		130
Credit card profit sharing	141		142
Other	137		116
Net sales	$	23,846	$	24,531

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

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

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


Gift Card Liability Activity	February 1, 2025		Gift Cards Issued During Current Period But Not Redeemed (b)		Revenue Recognized From Beginning Liability		May 3, 2025
(millions)
Gift card liability (a)	$	1,209	$	251	$	(429)	$	1,031

(a)Included in Accrued and Other Current Liabilities.

(b)Net of estimated breakage.

Advertising revenue — Primarily represents revenue related to advertising services provided via our Roundel digital advertising business offering. Roundel services are classified as either Net Sales or as a reduction of Cost of Sales or Selling, General, and Administrative (SG&A) Expenses, depending on the nature of the advertising arrangement.


TARGET CORPORATION						Q1 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, Shipt membership and service revenues, rental income, Target Circle 360 membership revenue, 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, 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	May 3, 2025		February 1, 2025		May 4, 2024
Assets
Short-term investments	Cash and Cash Equivalents	Level 1	$	1,975	$	3,893	$	2,726
Prepaid forward contracts	Other Current Assets	Level 1	17		23		27



Liabilities
Interest rate swaps	Other Current Liabilities	Level 2	3		—		3
Interest rate swaps	Other Noncurrent Liabilities	Level 2	65		125		154


Significant Financial Instruments Not Measured at Fair Value (a) (millions)	May 3, 2025				February 1, 2025				May 4, 2024
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion (b)	$	13,398	$	12,377	$	13,904	$	12,953	$	14,155	$	13,123

(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						Q1 2025 Form 10-Q			10


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Notes

5. Supplier Finance Programs

We have arrangements with several financial institutions to act as our paying agents to certain vendors. The arrangements also permit the financial institutions to provide vendors with an option, at our vendors' sole discretion, to sell their receivables from Target to the financial institutions. A vendor’s election to receive early payment at a discounted amount from the financial institutions does not change the amount that we must remit to the financial institutions or our payment date, which is up to 120 days from the invoice date.

We do not pay any fees or pledge any security to these financial institutions under these arrangements. The arrangements can be terminated by either party with notice ranging up to 120 days.

Our outstanding vendor obligations eligible for early payment under these arrangements totaled $3.3 billion, $3.7 billion, and $3.3 billion as of May 3, 2025, February 1, 2025, and May 4, 2024, respectively, and are included within Accounts Payable on our Consolidated Statements of Financial Position. Our outstanding vendor obligations do not represent actual receivables sold by our vendors to the financial institutions, which have historically been lower.

6. Commercial Paper and Long-Term Debt

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

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

We obtain short-term financing from time to time under our commercial paper program. There was no commercial paper outstanding at any time during the three months ended May 3, 2025 or May 4, 2024.

7. 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 May 3, 2025, and February 1, 2025, and $2.45 billion as of May 4, 2024. We pay a floating rate and receive a fixed rate under each of these agreements. All of the agreements are designated as fair value hedges, and all were considered to be perfectly effective under the shortcut method during the three months ended May 3, 2025, and May 4, 2024.


Effect of Hedges on Debt (millions)	May 3, 2025		February 1, 2025		May 4, 2024



Long-term debt and other borrowings
Carrying amount of hedged debt	$	2,126	$	2,069	$	2,285
Cumulative hedging adjustments, included in carrying amount	(68)		(125)		(157)


Effect of Hedges on Net Interest Expense	Three Months Ended
(millions)	May 3, 2025		May 4, 2024


Gain (loss) on fair value hedges recognized in Net Interest Expense
Interest rate swaps designated as fair value hedges	$	57	$	(31)
Hedged debt	(57)		31
Gain on cash flow hedges recognized in Net Interest Expense	6		6
Total	$	6	$	6


TARGET CORPORATION						Q1 2025 Form 10-Q			11


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Notes

8. Share Repurchase

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


Share Repurchase Activity	Three Months Ended
(millions, except per share data)	May 3, 2025		May 4, 2024
Number of shares purchased	2.2		—
Average price paid per share (a)	$	114.60	$	—
Total investment (a)	$	251	$	—

(a) Amounts include applicable excise tax and commissions.

9. Pension Benefits

We provide pension plan benefits to eligible team members.


Net Pension Benefits (Income) / Expense		Three Months Ended
(millions)	Classification	May 3, 2025		May 4, 2024
Service cost benefits earned	SG&A Expenses	$	17	$	20
Interest cost on projected benefit obligation	Net Other Income	42		41
Expected return on assets	Net Other Income	(67)		(70)



Total		$	(8)	$	(9)

10. 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	(4)		—		—		(4)
May 3, 2025	$	261	$	(26)	$	(697)	$	(462)

Note: Amounts are net of tax.


TARGET CORPORATION						Q1 2025 Form 10-Q			12


			FINANCIAL STATEMENTS			Table of Contents
			NOTES			Index to Notes

11. Segment Reporting

Our Chief Operating Decision Maker—our Chief Executive Officer—monitors our consolidated operating income and net earnings to evaluate performance and make operating decisions. We operate as a single segment that includes all of our operations, which are designed to enable guests to purchase products seamlessly in stores or through our digital channels. Virtually all of our consolidated revenues are generated in the United States. The vast majority of our properties and equipment are located within the United States.


Business Segment Results	Three Months Ended
(millions)	May 3, 2025		May 4, 2024
Net sales	$	23,846	$	24,531
Cost of sales
Merchandising cost of sales	15,355		15,846
Supply chain and digital fulfillment costs	1,773		1,625

Total cost of sales	17,128		17,471
Selling, general and administrative expenses (a)	4,591		5,146
Depreciation and amortization (exclusive of depreciation included in cost of sales)	655		618
Operating income	1,472		1,296
Net interest expense	116		106
Net other income	(26)		(29)
Earnings before income taxes	1,382		1,219
Provision for income taxes	346		277
Net earnings	$	1,036	$	942

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


TARGET CORPORATION						Q1 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

First quarter 2025 included the following notable items:

•GAAP diluted earnings per share were $2.27 and Adjusted EPS1 were $1.30.

•Net Sales were $23.8 billion, a decrease of 2.8 percent from the comparable prior-year period.

•Comparable sales decreased 3.8 percent, reflecting a 2.4 percent decrease in traffic and a 1.4 percent decrease in average transaction amount.

◦Comparable stores-originated sales declined 5.7 percent.

◦Comparable digitally-originated sales increased 4.7 percent.

•Operating income of $1.5 billion, including $593 million of pretax net gains related to interchange fee settlements further described in Note 3 to the Financial Statements.


Earnings Per Share	Three Months Ended
	May 3, 2025		May 4, 2024		Change
GAAP diluted earnings per share	$	2.27	$	2.03	11.7	%
Adjustments	(0.97)		—
Adjusted diluted earnings per share	$	1.30	$	2.03	(35.9)	%

Note: Amounts may not foot due to rounding.

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 19.

We report after-tax return on invested capital (ROIC) because we believe ROIC provides a meaningful measure of our capital allocation effectiveness over time. For the trailing twelve months ended May 3, 2025, after-tax ROIC was 15.1 percent, compared with 15.4 percent for the trailing twelve months ended May 4, 2024. The calculation of ROIC is provided on page 20.

Business Environment

Our financial results for the quarter ended May 3, 2025, reflected several challenges, including recent declines in consumer confidence, uncertainty regarding the impact of potential tariffs, the reaction to updates we shared in January on our approach to belonging, as well as the continued trend of reduced consumer spending in discretionary categories. While we believe each of these factors played a meaningful role in our first quarter performance, we can't reasonably estimate the impact of each one separately.

Recently, the United States (U.S.) imposed a range of tariffs on all 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. 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						Q1 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
(dollars in millions)	May 3, 2025		May 4, 2024		Change


Net sales	$	23,846	$	24,531	(2.8)	%
Cost of sales (a)	17,128		17,471		(2.0)
SG&A expenses (a)	4,591		5,146		(10.8)
Depreciation and amortization (exclusive of depreciation included in cost of sales)	655		618		6.0
Operating income	$	1,472	$	1,296	13.6	%


Rate Analysis	Three Months Ended
	May 3, 2025		May 4, 2024
Gross margin rate (a)	28.2	%	28.8	%
SG&A expense rate (a)	19.3		21.0
Depreciation and amortization expense rate (exclusive of depreciation included in cost of sales)	2.7		2.5
Operating income margin rate	6.2		5.3

(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 period 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						Q1 2025 Form 10-Q			15


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


Comparable Sales	Three Months Ended
	May 3, 2025		May 4, 2024
Comparable sales change	(3.8)	%	(3.7)	%
Drivers of change in comparable sales
Number of transactions (traffic)	(2.4)		(1.9)
Average transaction amount	(1.4)		(1.9)


Comparable Sales by Channel	Three Months Ended
	May 3, 2025		May 4, 2024
Stores originated comparable sales change	(5.7)	%	(4.8)	%
Digitally originated comparable sales change	4.7		1.4


Merchandise Sales by Channel	Three Months Ended
	May 3, 2025		May 4, 2024
Stores originated	80.2	%	81.7	%
Digitally originated	19.8		18.3
Total	100	%	100	%


Merchandise Sales by Fulfillment Channel	Three Months Ended
	May 3, 2025		May 4, 2024
Stores	97.6	%	97.7	%
Other	2.4		2.3
Total	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 Category	Three Months Ended
	May 3, 2025		May 4, 2024
Apparel & accessories	16	%	16	%
Beauty	13		13
Food & beverage	25		24
Hardlines	13		13
Home furnishings & décor	14		15
Household essentials	19		19
Total	100	%	100	%

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

We monitor the percentage of purchases that are paid for using Target Circle Cards™ (Target Circle Card Penetration) because our internal analysis has indicated that a meaningful portion of the incremental purchases on 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 May 3, 2025 and May 4, 2024, total Target Circle Card Penetration was 17.4 percent and 18.0 percent, respectively.


TARGET CORPORATION						Q1 2025 Form 10-Q			16


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

Gross Margin Rate

Quarter-to-Date

For the three months ended May 3, 2025, our gross margin rate was 28.2 percent compared with 28.8 percent in the comparable prior-year period. For the three months ended May 3, 2025, the changes reflected the net impact of

•merchandising activities, including higher markdown rates, partially offset by growth in advertising and other revenues;

•higher supply chain and digital fulfillment costs due to new supply chain facilities coming online and an increase in digital penetration; and

•lower inventory shrink.

Selling, General, and Administrative Expense Rate

For the three months ended May 3, 2025, our SG&A expense rate was 19.3 percent compared with 21.0 percent for the comparable prior-year period. The decrease reflected a favorable impact of interchange fee settlements of approximately 2.5 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 Stores	Three Months Ended
	May 3, 2025	May 4, 2024
Beginning store count	1,978	1,956
Opened	3	7
Closed	—	—

Ending store count	1,981	1,963


Number of Stores and	Number of Stores			Retail Square Feet (a)
Retail Square Feet	May 3, 2025	February 1, 2025	May 4, 2024	May 3, 2025	February 1, 2025	May 4, 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	1,547	195,436	195,050	193,529
49,999 or less sq. ft.	146	146	143	4,404	4,404	4,301
Total	1,981	1,978	1,963	248,664	248,278	246,654

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


TARGET CORPORATION						Q1 2025 Form 10-Q			17


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

Other Performance Factors

Net Interest Expense

For the three months ended May 3, 2025, net interest expense was $116 million compared with $106 million in the comparable prior-year period. The increase was primarily due to a decrease in interest income.

Provision for Income Taxes

Our effective income tax rate for the three months ended May 3, 2025, was 25.0 percent compared with 22.7 percent in the comparable prior-year period. The increase primarily reflects discrete tax expense in the current year related to share-based compensation.


TARGET CORPORATION						Q1 2025 Form 10-Q			18


			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 EPS	Three Months Ended						Three Months Ended
	May 3, 2025						May 4, 2024
(millions, except per share data)	Pretax		Net of Tax		Per Share		Pretax		Net of Tax		Per Share
GAAP diluted earnings per share					$	2.27					$	2.03
Adjustments




Interchange fee settlements (a)	$	(593)	$	(441)	$	(0.97)	$	—	$	—	$	—
Adjusted EPS					$	1.30					$	2.03

Note: Amounts may not foot due to rounding.

(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 EBITDA	Three Months Ended
(dollars in millions)	May 3, 2025		May 4, 2024		Change
Net earnings	$	1,036	$	942	10.0	%
+ Provision for income taxes	346		277		25.1
+ Net interest expense	116		106		8.7
EBIT	$	1,498	$	1,325	13.0	%
+ Total depreciation and amortization (a)	787		718		9.7
EBITDA	$	2,285	$	2,043	11.9	%

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


TARGET CORPORATION						Q1 2025 Form 10-Q			19


			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
Numerator	May 3, 2025		May 4, 2024 (a)
Operating income	$	5,742	$	5,675
+ Net other income	102		99
EBIT	5,844		5,774
+ Operating lease interest (b)	165		133
- Income taxes (c)	1,373		1,314
Net operating profit after taxes	$	4,636	$	4,593


Denominator	May 3, 2025			May 4, 2024			April 29, 2023
Current portion of long-term debt and other borrowings	$	1,139		$	2,614		$	200
+ Noncurrent portion of long-term debt	14,334			13,487			16,010
+ Shareholders' investment	14,947			13,840			11,605
+ Operating lease liabilities (d)	3,922			3,723			2,921
- Cash and cash equivalents	2,887			3,604			1,321
Invested capital	$	31,455		$	30,060		$	29,415
Average invested capital (e)	$	30,757		$	29,737

After-tax return on invested capital (f)	15.1		%	15.4		%

(a)The trailing twelve months ended May 4, 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 22.8 percent and 22.2 percent for the trailing twelve months ended May 3, 2025 and May 4, 2024, respectively. For the trailing twelve months ended May 3, 2025, and May 4, 2024, includes tax effect of $1.3 billion related to EBIT and $38 million and $30 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 May 3, 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						Q1 2025 Form 10-Q			20


			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 $2.9 billion, $4.8 billion, and $3.6 billion as of May 3, 2025, February 1, 2025, and May 4, 2024, respectively. Our cash and cash equivalents balance includes short-term investments of $2.0 billion, $3.9 billion, and $2.7 billion as of May 3, 2025, February 1, 2025, and May 4, 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 $0.3 billion and $1.1 billion for the three months ended May 3, 2025, and May 4, 2024, respectively. The operating cash flows reflect the net earnings impact of gains on interchange fee settlements, offset by lower sales, as well as increased inventory levels and lower accounts payable leverage in the current year period.

Inventory

Inventory was $13.0 billion as of May 3, 2025, compared with $12.7 billion and $11.7 billion as of February 1, 2025, and May 4, 2024, respectively. The balance as of May 3, 2025, reflects the impact of lower-than-expected sales across all core merchandise categories, with the most significant impacts within Apparel & Accessories, Hardlines, and Home Furnishings & Décor.

Investing Cash Flows

Cash required for investing activities increased to $0.8 billion for the three months ended May 3, 2025, compared to $0.7 billion for the three months ended May 4, 2024, due to higher capital investments.

Dividends

We paid dividends totaling $510 million ($1.12 per share) for the three months ended May 3, 2025, and $508 million ($1.10 per share) for the three months ended May 4, 2024, a per share increase of 1.8 percent. We declared dividends totaling $515 million ($1.12 per share) during the first quarter of 2025 and $516 million ($1.10 per share) during the first 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 three months ended May 3, 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 8 to the Financial Statements for more information.


TARGET CORPORATION						Q1 2025 Form 10-Q			21


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

Financing

Our financing strategy is to ensure liquidity and access to capital markets, to maintain a balanced spectrum of debt maturities, and to manage our net exposure to floating interest rate volatility. Within these parameters, we seek to minimize our borrowing costs. Our ability to access the long-term debt and commercial paper markets has provided us with ample sources of liquidity. Our continued access to these markets depends on multiple factors, including the condition of debt capital markets, our operating performance, and maintaining strong credit ratings. As of May 3, 2025, our credit ratings were as follows:


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

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

In March 2025, we issued $1.0 billion of debt, and in April 2025, we repaid $1.5 billion of debt. Note 6 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 May 3, 2025, or May 4, 2024. Note 6 to the Financial Statements provides additional information.

Most of our long-term debt obligations contain covenants related to secured debt levels. In addition to a secured debt level covenant, our credit facilities also contain a debt leverage covenant. We are, and expect to remain, in compliance with these covenants. Additionally, as of May 3, 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						Q1 2025 Form 10-Q			22


			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

During the first quarter of 2025, we implemented a new technology platform that supports the transaction processing of our Target Circle Card program. In connection with this implementation, we modified the design of certain internal control processes and procedures. There were no other 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						Q1 2025 Form 10-Q			23


			SUPPLEMENTAL INFORMATION			Table of Contents
						Index to Notes

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For the quarterly period ended May 3, 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. The table below presents information with respect to Target common stock purchases made during the three months ended May 3, 2025, by Target or any "affiliated purchaser" of Target, as defined in Rule 10b-18(a)(3) under the Exchange Act.


Share Repurchase Activity	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Programs
Period
February 2, 2025 through March 1, 2025
Open market and privately negotiated purchases	—	$	—	—	$	8,665,663,899
March 2, 2025 through April 5, 2025
Open market and privately negotiated purchases	2,192,103	114.60		2,192,103	8,414,443,911
April 6, 2025 through May 3, 2025
Open market and privately negotiated purchases	—	—		—	8,414,443,911
Total	2,192,103	$	114.60	2,192,103	$	8,414,443,911

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.


TARGET CORPORATION						Q1 2025 Form 10-Q			24


			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).
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						Q1 2025 Form 10-Q			25


			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: May 30, 2025	By:	/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						Q1 2025 Form 10-Q			26

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Certifications

I, Brian C. Cornell, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Target Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: May 30, 2025


/s/ Brian C. Cornell
Brian C. Cornell
Chair of the Board and Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Certifications

I, Jim Lee, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Target Corporation;

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: May 30, 2025


/s/ Jim Lee
Jim Lee
Executive Vice President and Chief Financial Officer

Exhibit 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

In connection with the Quarterly Report on Form 10-Q of Target Corporation, a Minnesota corporation (“the Company”), for the quarter ended May 3, 2025, as filed with the Securities and Exchange Commission on the date hereof (“the Report”), the undersigned officer of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the officer's knowledge:

1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: May 30, 2025


/s/ Brian C. Cornell
Brian C. Cornell
Chair of the Board and Chief Executive Officer

Exhibit 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

1.the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: May 30, 2025


/s/ Jim Lee
Jim Lee
Executive Vice President and Chief Financial Officer

Cover Page - shares	3 Months Ended
Cover Page - shares	May 03, 2025	May 23, 2025
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	May 03, 2025
Document Transition Report	false
Entity File Number	1-6049
Entity Registrant Name	TARGET CORPORATION
Entity Incorporation, State or Country Code	MN
Entity Tax Identification Number	41-0215170
Entity Address, Address Line One	1000 Nicollet Mall
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55403
City Area Code	612
Local Phone Number	304-6073
Title of 12(b) Security	Common stock, par value $0.0833 per share
Trading Symbol	TGT
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		454,365,901
Entity Central Index Key	0000027419
Amendment Flag	false
Current Fiscal Year End Date	--01-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1

Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions	3 Months Ended
	May 03, 2025	May 04, 2024
Income Statement [Abstract]
Net sales	$ 23,846	$ 24,531
Cost of sales	17,128	17,471
Selling, general, and administrative expenses	4,591	5,146
Depreciation and amortization (exclusive of depreciation included in cost of sales)	655	618
Operating income	1,472	1,296
Net interest expense	116	106
Net other income	(26)	(29)
Earnings before income taxes	1,382	1,219
Provision for income taxes	346	277
Net earnings	$ 1,036	$ 942
Basic earnings per share (in dollars per share)	$ 2.28	$ 2.04
Diluted earnings per share (in dollars per share)	$ 2.27	$ 2.03
Weighted average common shares outstanding
Basic (in shares)	455.0	462.2
Diluted (in shares)	456.5	463.9
Antidilutive shares (in shares)	2.4	1.6

Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended
	May 03, 2025	May 04, 2024
Statement of Comprehensive Income [Abstract]
Net earnings	$ 1,036	$ 942
Other comprehensive (loss) / income, net of tax
Cash flow hedges and currency translation adjustment	(4)	(5)
Other comprehensive loss	(4)	(5)
Comprehensive income	$ 1,032	$ 937

Consolidated Statements of Financial Position - USD ($) $ in Millions	May 03, 2025	Feb. 01, 2025	May 04, 2024
Assets
Cash and cash equivalents	$ 2,887	$ 4,762	$ 3,604
Inventory	13,048	12,740	11,730
Other current assets	1,824	1,952	1,744
Total current assets	17,759	19,454	17,078
Property and equipment, net	33,182	33,022	33,114
Operating lease assets	3,739	3,763	3,486
Other noncurrent assets	1,505	1,530	1,439
Total assets	56,185	57,769	55,117
Liabilities and shareholders’ investment
Accounts payable	11,823	13,053	11,561
Accrued and other current liabilities	6,029	6,110	5,684
Current portion of long-term debt and other borrowings	1,139	1,636	2,614
Total current liabilities	18,991	20,799	19,859
Long-term debt and other borrowings	14,334	14,304	13,487
Noncurrent operating lease liabilities	3,564	3,582	3,392
Deferred income taxes	2,338	2,303	2,543
Other noncurrent liabilities	2,011	2,115	1,996
Total noncurrent liabilities	22,247	22,304	21,418
Shareholders’ investment
Common stock	38	38	39
Additional paid-in capital	7,011	6,996	6,747
Retained earnings	8,360	8,090	7,519
Accumulated other comprehensive loss	(462)	(458)	(465)
Total shareholders’ investment	14,947	14,666	13,840
Total liabilities and shareholders’ investment	$ 56,185	$ 57,769	$ 55,117

Consolidated Statements of Financial Position (Parenthetical) - $ / shares	May 03, 2025	Feb. 01, 2025	May 04, 2024
Statement of Financial Position [Abstract]
Common stock, shares authorized (in shares)	6,000,000,000	6,000,000,000	6,000,000,000
Common stock, par value (in dollars per share)	$ 0.0833	$ 0.0833	$ 0.0833
Common stock, shares issued (in shares)	454,364,799	455,566,995	462,635,539
Common stock, shares outstanding (in shares)	454,364,799	455,566,995	462,635,539
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000	5,000,000
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Preferred stock, shares issued (in shares)	0	0	0
Preferred stock, shares outstanding (in shares)	0	0	0

Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	May 03, 2025	Feb. 01, 2025	Aug. 03, 2024	May 04, 2024
Operating activities
Net earnings	$ 1,036	$ 1,103	$ 1,192	$ 942
Adjustments to reconcile net earnings to cash provided by operating activities:
Depreciation and amortization	787			718
Share-based compensation expense	69			72
Deferred income taxes	36			64
Noncash (gains) / losses and other, net	(4)			(31)
Changes in operating accounts:
Inventory	(308)			156
Other assets	146			43
Accounts payable	(1,344)			(524)
Accrued and other liabilities	(143)			(339)
Cash provided by operating activities	275			1,101
Investing activities
Expenditures for property and equipment	(790)			(674)
Other	3			3
Cash required for investing activities	(787)			(671)
Financing activities
Additions to long-term debt	991			0
Reductions of long-term debt	(1,534)			(32)
Dividends paid	(510)			(508)
Repurchase of stock	(250)			0
Shares withheld for taxes on share-based compensation	(60)			(91)
Cash required for financing activities	(1,363)			(631)
Net decrease in cash and cash equivalents	(1,875)			(201)
Cash and cash equivalents at beginning of period	4,762		$ 3,604	3,805
Cash and cash equivalents at end of period	2,887	$ 4,762		3,604
Supplemental information
Leased assets obtained in exchange for new finance lease liabilities	17			122
Leased assets obtained in exchange for new operating lease liabilities	$ 70			$ 214

Consolidated Statements of Shareholders' Investment - USD ($) $ in Millions	3 Months Ended
	May 03, 2025	Feb. 01, 2025	Nov. 02, 2024	Aug. 03, 2024	May 04, 2024
Increase (Decrease) in Shareholders' Investment
Beginning balance (in shares)	455,566,995			462,635,539
Beginning balance	$ 14,666	$ 14,489	$ 14,429	$ 13,840	$ 13,432
Net earnings	1,036	1,103	854	1,192	942
Other comprehensive income (loss)	(4)	16	(4)	(5)	(5)
Dividends declared	$ (515)	(516)	(521)	(527)	$ (516)
Repurchase of stock (in shares)	(2,200,000)				0
Repurchase of stock	$ (251)	(506)	(354)	(155)
Share-based compensation	$ 15	$ 80	85	84	$ (13)
Ending balance (in shares)	454,364,799	455,566,995			462,635,539
Ending balance	$ 14,947	$ 14,666	$ 14,489	$ 14,429	$ 13,840
Common Stock
Increase (Decrease) in Shareholders' Investment
Beginning balance (in shares)	455,600,000	459,200,000	461,600,000	462,600,000	461,700,000
Beginning balance	$ 38	$ 38	$ 38	$ 39	$ 38
Repurchase of stock (in shares)	(2,200,000)	(3,700,000)	(2,400,000)	(1,100,000)
Repurchase of stock				$ (1)
Share-based compensation (in shares)	1,000,000.0	100,000		100,000	900,000
Share-based compensation					$ 1
Ending balance (in shares)	454,400,000	455,600,000	459,200,000	461,600,000	462,600,000
Ending balance	$ 38	$ 38	$ 38	$ 38	$ 39
Additional Paid-in Capital
Increase (Decrease) in Shareholders' Investment
Beginning balance	6,996	6,916	6,831	6,747	6,761
Share-based compensation	15	80	85	84	(14)
Ending balance	7,011	6,996	6,916	6,831	6,747
Retained Earnings
Increase (Decrease) in Shareholders' Investment
Beginning balance	8,090	8,009	8,030	7,519	7,093
Net earnings	1,036	1,103	854	1,192	942
Dividends declared	(515)	(516)	(521)	(527)	(516)
Repurchase of stock	(251)	(506)	(354)	(154)
Ending balance	8,360	8,090	8,009	8,030	7,519
Accumulated Other Comprehensive Loss
Increase (Decrease) in Shareholders' Investment
Beginning balance	(458)	(474)	(470)	(465)	(460)
Other comprehensive income (loss)	(4)	16	(4)	(5)	(5)
Ending balance	$ (462)	$ (458)	$ (474)	$ (470)	$ (465)

Consolidated Statements of Shareholders' Investment (Parenthetical) - $ / shares	3 Months Ended		12 Months Ended
	May 03, 2025	May 04, 2024	Feb. 01, 2025
Statement of Stockholders' Equity [Abstract]
Dividends declared per share (in dollars per share)	$ 1.12	$ 1.10	$ 4.46

Accounting Policies	3 Months Ended
Accounting Policies	May 03, 2025
Accounting Policies [Abstract]
Accounting Policies	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.

Net Sales

3 Months Ended

May 03, 2025

Revenue from Contract with Customer [Abstract]

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
(millions)	May 3, 2025		May 4, 2024
Apparel & accessories (a)	$	3,711	$	3,897
Beauty (b)	3,101		3,119
Food & beverage (c)	5,902		5,853
Hardlines (d)	3,074		3,160
Home furnishings & décor (e)	3,220		3,519
Household essentials (f)	4,357		4,549
Other merchandise sales	40		46
Merchandise sales	23,405		24,143
Advertising revenue	163		130
Credit card profit sharing	141		142
Other	137		116
Net sales	$	23,846	$	24,531

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

(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.

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		May 3, 2025
(millions)
Gift card liability (a)	$	1,209	$	251	$	(429)	$	1,031

(a)Included in Accrued and Other Current Liabilities.

(b)Net of estimated breakage.

Interchange Fee Settlements	3 Months Ended
Interchange Fee Settlements	May 03, 2025
Commitments and Contingencies Disclosure [Abstract]
Interchange Fee Settlements	Interchange Fee Settlements In March 2025, we entered into settlement agreements to resolve credit card interchange fee litigation matters in which we were a plaintiff. As a result of these lump-sum settlements, we recorded gains within SG&A Expenses of $593 million, net of legal fees.

Fair Value Measurements

3 Months Ended

May 03, 2025

Fair Value Disclosures [Abstract]

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	May 3, 2025		February 1, 2025		May 4, 2024
Assets
Short-term investments	Cash and Cash Equivalents	Level 1	$	1,975	$	3,893	$	2,726
Prepaid forward contracts	Other Current Assets	Level 1	17		23		27



Liabilities
Interest rate swaps	Other Current Liabilities	Level 2	3		—		3
Interest rate swaps	Other Noncurrent Liabilities	Level 2	65		125		154


Significant Financial Instruments Not Measured at Fair Value (a) (millions)	May 3, 2025				February 1, 2025				May 4, 2024
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion (b)	$	13,398	$	12,377	$	13,904	$	12,953	$	14,155	$	13,123

(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.

Supplier Finance Programs	3 Months Ended
Supplier Finance Programs	May 03, 2025
Payables and Accruals [Abstract]
Supplier Finance Programs	Supplier Finance Programs We have arrangements with several financial institutions to act as our paying agents to certain vendors. The arrangements also permit the financial institutions to provide vendors with an option, at our vendors' sole discretion, to sell their receivables from Target to the financial institutions. A vendor’s election to receive early payment at a discounted amount from the financial institutions does not change the amount that we must remit to the financial institutions or our payment date, which is up to 120 days from the invoice date. We do not pay any fees or pledge any security to these financial institutions under these arrangements. The arrangements can be terminated by either party with notice ranging up to 120 days. Our outstanding vendor obligations eligible for early payment under these arrangements totaled $3.3 billion, $3.7 billion, and $3.3 billion as of May 3, 2025, February 1, 2025, and May 4, 2024, respectively, and are included within Accounts Payable on our Consolidated Statements of Financial Position. Our outstanding vendor obligations do not represent actual receivables sold by our vendors to the financial institutions, which have historically been lower.

Commercial Paper and Long-Term Debt	3 Months Ended
Commercial Paper and Long-Term Debt	May 03, 2025
Debt Disclosure [Abstract]
Commercial Paper and Long-Term Debt	Commercial Paper and Long-Term Debt In March 2025, we issued $1.0 billion of unsecured debt with a fixed rate of 5.0 percent that matures in April 2035. In April 2025, we repaid at maturity $1.5 billion of unsecured debt with a fixed rate of 2.25 percent. We obtain short-term financing from time to time under our commercial paper program. There was no commercial paper outstanding at any time during the three months ended May 3, 2025 or May 4, 2024.

Derivative Financial Instruments

3 Months Ended

May 03, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments


Effect of Hedges on Debt (millions)	May 3, 2025		February 1, 2025		May 4, 2024



Long-term debt and other borrowings
Carrying amount of hedged debt	$	2,126	$	2,069	$	2,285
Cumulative hedging adjustments, included in carrying amount	(68)		(125)		(157)


Effect of Hedges on Net Interest Expense	Three Months Ended
(millions)	May 3, 2025		May 4, 2024


Gain (loss) on fair value hedges recognized in Net Interest Expense
Interest rate swaps designated as fair value hedges	$	57	$	(31)
Hedged debt	(57)		31
Gain on cash flow hedges recognized in Net Interest Expense	6		6
Total	$	6	$	6

Share Repurchase

3 Months Ended

May 03, 2025

Equity [Abstract]

Share Repurchase


Share Repurchase Activity	Three Months Ended
(millions, except per share data)	May 3, 2025		May 4, 2024
Number of shares purchased	2.2		—
Average price paid per share (a)	$	114.60	$	—
Total investment (a)	$	251	$	—

(a) Amounts include applicable excise tax and commissions.

Pension Benefits

3 Months Ended

May 03, 2025

Retirement Benefits [Abstract]

Pension Benefits

We provide pension plan benefits to eligible team members.


Net Pension Benefits (Income) / Expense		Three Months Ended
(millions)	Classification	May 3, 2025		May 4, 2024
Service cost benefits earned	SG&A Expenses	$	17	$	20
Interest cost on projected benefit obligation	Net Other Income	42		41
Expected return on assets	Net Other Income	(67)		(70)



Total		$	(8)	$	(9)

Accumulated Other Comprehensive Loss

3 Months Ended

May 03, 2025

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

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	(4)		—		—		(4)
May 3, 2025	$	261	$	(26)	$	(697)	$	(462)

Note: Amounts are net of tax.

Segment Reporting

3 Months Ended

May 03, 2025

Segment Reporting [Abstract]

Segment Reporting


Business Segment Results	Three Months Ended
(millions)	May 3, 2025		May 4, 2024
Net sales	$	23,846	$	24,531
Cost of sales
Merchandising cost of sales	15,355		15,846
Supply chain and digital fulfillment costs	1,773		1,625

Total cost of sales	17,128		17,471
Selling, general and administrative expenses (a)	4,591		5,146
Depreciation and amortization (exclusive of depreciation included in cost of sales)	655		618
Operating income	1,472		1,296
Net interest expense	116		106
Net other income	(26)		(29)
Earnings before income taxes	1,382		1,219
Provision for income taxes	346		277
Net earnings	$	1,036	$	942

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

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	May 03, 2025	Feb. 01, 2025	Nov. 02, 2024	Aug. 03, 2024	May 04, 2024
Pay vs Performance Disclosure
Net earnings	$ 1,036	$ 1,103	$ 854	$ 1,192	$ 942

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	May 03, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies (Policies)	3 Months Ended
Accounting Policies (Policies)	May 03, 2025
Accounting Policies [Abstract]
Basis of Accounting	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.
Consolidation	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.
Net Sales	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. Advertising revenue — Primarily represents revenue related to advertising services provided via our Roundel digital advertising business offering. Roundel services are classified as either Net Sales or as a reduction of Cost of Sales or Selling, General, and Administrative (SG&A) Expenses, depending on the nature of the advertising arrangement. 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, Shipt membership and service revenues, rental income, Target Circle 360 membership revenue, and other miscellaneous revenues.

Net Sales (Tables)

3 Months Ended

May 03, 2025

Revenue from Contract with Customer [Abstract]

Schedule of Net Sales


Net Sales	Three Months Ended
(millions)	May 3, 2025		May 4, 2024
Apparel & accessories (a)	$	3,711	$	3,897
Beauty (b)	3,101		3,119
Food & beverage (c)	5,902		5,853
Hardlines (d)	3,074		3,160
Home furnishings & décor (e)	3,220		3,519
Household essentials (f)	4,357		4,549
Other merchandise sales	40		46
Merchandise sales	23,405		24,143
Advertising revenue	163		130
Credit card profit sharing	141		142
Other	137		116
Net sales	$	23,846	$	24,531

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

(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.

Schedule of Gift Card Liability

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		May 3, 2025
(millions)
Gift card liability (a)	$	1,209	$	251	$	(429)	$	1,031

(a)Included in Accrued and Other Current Liabilities.

(b)Net of estimated breakage.

Fair Value Measurements (Tables)

3 Months Ended

May 03, 2025

Fair Value Disclosures [Abstract]

Schedule of Financial Instruments Measured on a Recurring Basis

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	May 3, 2025		February 1, 2025		May 4, 2024
Assets
Short-term investments	Cash and Cash Equivalents	Level 1	$	1,975	$	3,893	$	2,726
Prepaid forward contracts	Other Current Assets	Level 1	17		23		27



Liabilities
Interest rate swaps	Other Current Liabilities	Level 2	3		—		3
Interest rate swaps	Other Noncurrent Liabilities	Level 2	65		125		154

Schedule of Significant Financial Instruments Not Measured at Fair Value


Significant Financial Instruments Not Measured at Fair Value (a) (millions)	May 3, 2025				February 1, 2025				May 4, 2024
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion (b)	$	13,398	$	12,377	$	13,904	$	12,953	$	14,155	$	13,123

(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.

Derivative Financial Instruments (Tables)

3 Months Ended

May 03, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Effect of Hedges on Debt and Net Interest Expense


Effect of Hedges on Debt (millions)	May 3, 2025		February 1, 2025		May 4, 2024



Long-term debt and other borrowings
Carrying amount of hedged debt	$	2,126	$	2,069	$	2,285
Cumulative hedging adjustments, included in carrying amount	(68)		(125)		(157)


Effect of Hedges on Net Interest Expense	Three Months Ended
(millions)	May 3, 2025		May 4, 2024


Gain (loss) on fair value hedges recognized in Net Interest Expense
Interest rate swaps designated as fair value hedges	$	57	$	(31)
Hedged debt	(57)		31
Gain on cash flow hedges recognized in Net Interest Expense	6		6
Total	$	6	$	6

Share Repurchase (Tables)

3 Months Ended

May 03, 2025

Equity [Abstract]

Schedule of Share Repurchase Activity


Share Repurchase Activity	Three Months Ended
(millions, except per share data)	May 3, 2025		May 4, 2024
Number of shares purchased	2.2		—
Average price paid per share (a)	$	114.60	$	—
Total investment (a)	$	251	$	—

(a) Amounts include applicable excise tax and commissions.

Pension Benefits (Tables)

3 Months Ended

May 03, 2025

Retirement Benefits [Abstract]

Schedule of Pension Plan Benefits


Net Pension Benefits (Income) / Expense		Three Months Ended
(millions)	Classification	May 3, 2025		May 4, 2024
Service cost benefits earned	SG&A Expenses	$	17	$	20
Interest cost on projected benefit obligation	Net Other Income	42		41
Expected return on assets	Net Other Income	(67)		(70)



Total		$	(8)	$	(9)

Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

May 03, 2025

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of the Changes in 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	(4)		—		—		(4)
May 3, 2025	$	261	$	(26)	$	(697)	$	(462)

Note: Amounts are net of tax.

Segment Reporting (Tables)

3 Months Ended

May 03, 2025

Segment Reporting [Abstract]

Schedule of Business Segment Results and Total Assets by Segment


Business Segment Results	Three Months Ended
(millions)	May 3, 2025		May 4, 2024
Net sales	$	23,846	$	24,531
Cost of sales
Merchandising cost of sales	15,355		15,846
Supply chain and digital fulfillment costs	1,773		1,625

Total cost of sales	17,128		17,471
Selling, general and administrative expenses (a)	4,591		5,146
Depreciation and amortization (exclusive of depreciation included in cost of sales)	655		618
Operating income	1,472		1,296
Net interest expense	116		106
Net other income	(26)		(29)
Earnings before income taxes	1,382		1,219
Provision for income taxes	346		277
Net earnings	$	1,036	$	942

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

Accounting Policies (Details)	3 Months Ended
Accounting Policies (Details)	May 03, 2025 segment
Accounting Policies [Abstract]
Number of operating segments	1

Net Sales - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	May 03, 2025	May 04, 2024
Disaggregation of Revenue [Line Items]
Net sales	$ 23,846	$ 24,531
Apparel & accessories
Disaggregation of Revenue [Line Items]
Net sales	3,711	3,897
Beauty
Disaggregation of Revenue [Line Items]
Net sales	3,101	3,119
Food & beverage
Disaggregation of Revenue [Line Items]
Net sales	5,902	5,853
Hardlines
Disaggregation of Revenue [Line Items]
Net sales	3,074	3,160
Home furnishings & décor
Disaggregation of Revenue [Line Items]
Net sales	3,220	3,519
Household essentials
Disaggregation of Revenue [Line Items]
Net sales	4,357	4,549
Other merchandise sales
Disaggregation of Revenue [Line Items]
Net sales	40	46
Merchandise sales
Disaggregation of Revenue [Line Items]
Net sales	23,405	24,143
Advertising revenue
Disaggregation of Revenue [Line Items]
Net sales	163	130
Credit card profit sharing
Disaggregation of Revenue [Line Items]
Net sales	141	142
Other
Disaggregation of Revenue [Line Items]
Net sales	$ 137	$ 116

Net Sales - Narrative (Details) - USD ($) $ in Millions	May 03, 2025	Feb. 01, 2025	May 04, 2024
Revenue from Contract with Customer [Abstract]
Accrual for estimated returns	$ 186	$ 172	$ 198

Net Sales - Schedule of Gift Card Liability (Details) $ in Millions	3 Months Ended
	May 03, 2025 USD ($)
Change in Contract with Customer, Liability [Roll Forward]
Beginning balance	$ 1,209
Gift Cards Issued During Current Period But Not Redeemed	251
Revenue Recognized From Beginning Liability	(429)
Ending balance	$ 1,031

Interchange Fee Settlements (Details) $ in Millions	3 Months Ended
Interchange Fee Settlements (Details) $ in Millions	May 03, 2025 USD ($)
Settled Litigation \| Credit Card Interchange Fee Litigation
Loss Contingencies [Line Items]
Gain from litigation settlement	$ 593

Fair Value Measurements - Schedule of Fair Value Measurements - Recurring Basis (Details) - USD ($) $ in Millions	May 03, 2025	Feb. 01, 2025	May 04, 2024
Assets
Prepaid forward contracts classified as Other Current Assets	$ 1,824	$ 1,952	$ 1,744
Liabilities
Interest rate swaps classified as Other Noncurrent Liabilities	2,011	2,115	1,996
Fair value measured on recurring basis \| Level 1 \| Short-term investments
Assets
Short-term investments classified as Cash and Cash Equivalents	1,975	3,893	2,726
Fair value measured on recurring basis \| Level 1 \| Prepaid forward contracts
Assets
Prepaid forward contracts classified as Other Current Assets	17	23	27
Fair value measured on recurring basis \| Level 2 \| Interest rate swaps
Liabilities
Interest rate swaps classified as Other Current Liabilities	3	0	3
Interest rate swaps classified as Other Noncurrent Liabilities	$ 65	$ 125	$ 154

Fair Value Measurements - Schedule of Significant Financial Instruments not Measured at Fair Value (Details) - USD ($) $ in Millions	May 03, 2025	Feb. 01, 2025	May 04, 2024
Carrying Amount
Financial Instruments, Balance Sheet Groupings
Long-term debt, including current portion	$ 13,398	$ 13,904	$ 14,155
Fair Value
Financial Instruments, Balance Sheet Groupings
Long-term debt, including current portion	$ 12,377	$ 12,953	$ 13,123

Supplier Finance Programs (Details) - USD ($) $ in Billions	3 Months Ended
Supplier Finance Programs (Details) - USD ($) $ in Billions	May 03, 2025	Feb. 01, 2025	May 04, 2024
Payables and Accruals [Abstract]
Payment timing (in days)	120 days
Maximum days for termination notice (in days)	120 days
Outstanding obligation	$ 3.3	$ 3.7	$ 3.3

Commercial Paper and Long-Term Debt (Details) - USD ($)	1 Months Ended
Commercial Paper and Long-Term Debt (Details) - USD ($)	Apr. 30, 2025	May 03, 2025	Mar. 31, 2025	May 04, 2024
Unsecured Fixed Rate 5.0% Maturing 2035 \| Unsecured Debt
Debt Instrument [Line Items]
Debt instrument, face amount			$ 1,000,000,000
Interest rate (percent)			5.00%
Unsecured Fixed Rate 2.25% Maturing 2025 \| Unsecured Debt
Debt Instrument [Line Items]
Interest rate (percent)	2.25%
Repayments of debt	$ 1,500,000,000
Commercial Paper
Debt Instrument [Line Items]
Amount outstanding of short term debt		$ 0		$ 0

Derivative Financial Instruments - Narrative (Details) - USD ($) $ in Millions	May 03, 2025	Feb. 01, 2025	May 04, 2024
Designated as Hedging Instrument \| Interest Rate Swaps
Derivative Contracts - Effect on Results of Operations (millions)
Notional amount	$ 2,200	$ 2,200	$ 2,450

Derivative Financial Instruments - Effect of Hedges on Debt (Details) - USD ($) $ in Millions	May 03, 2025	Feb. 01, 2025	May 04, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Carrying amount of hedged debt	$ 2,126	$ 2,069	$ 2,285
Cumulative hedging adjustments, included in carrying amount	$ (68)	$ (125)	$ (157)
Hedged Liability, Statement of Financial Position [Extensible Enumeration]	Long-term debt and other borrowings	Long-term debt and other borrowings	Long-term debt and other borrowings

Derivative Financial Instruments - Effect of Hedges on Net Interest Expense (Details) - USD ($) $ in Millions	3 Months Ended
	May 03, 2025	May 04, 2024
Gain (loss) on fair value hedges recognized in Net Interest Expense
Interest rate swaps designated as fair value hedges	$ 57	$ (31)
Hedged debt	(57)	31
Gain on cash flow hedges recognized in Net Interest Expense	6	6
Total	$ 6	$ 6

Share Repurchase - Schedule of Activity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	May 03, 2025	May 04, 2024
Equity [Abstract]
Number of shares purchased (in shares)	2.2	0.0
Average price paid per share (in dollars per share)	$ 114.60	$ 0
Total investment	$ 251	$ 0

Pension Benefits (Details) - USD ($) $ in Millions	3 Months Ended
Pension Benefits (Details) - USD ($) $ in Millions	May 03, 2025	May 04, 2024
Retirement Benefits [Abstract]
Service cost benefits earned	$ 17	$ 20
Interest cost on projected benefit obligation	42	41
Expected return on assets	(67)	(70)
Total	$ (8)	$ (9)

Accumulated Other Comprehensive Loss (Details) $ in Millions	3 Months Ended
	May 03, 2025 USD ($)
Change in Accumulated Other Comprehensive Loss
Beginning balance	$ 14,666
Other comprehensive (loss) income before reclassifications	0
Amounts reclassified	(4)
Ending balance	14,947
Total
Change in Accumulated Other Comprehensive Loss
Beginning balance	(458)
Ending balance	(462)
Cash Flow Hedges
Change in Accumulated Other Comprehensive Loss
Beginning balance	266
Other comprehensive (loss) income before reclassifications	(1)
Amounts reclassified	(4)
Ending balance	261
Currency Translation Adjustment
Change in Accumulated Other Comprehensive Loss
Beginning balance	(27)
Other comprehensive (loss) income before reclassifications	1
Amounts reclassified	0
Ending balance	(26)
Pension
Change in Accumulated Other Comprehensive Loss
Beginning balance	(697)
Other comprehensive (loss) income before reclassifications	0
Amounts reclassified	0
Ending balance	$ (697)

Segment Reporting (Details) $ in Millions	3 Months Ended
Segment Reporting (Details) $ in Millions	May 03, 2025 USD ($) segment	Feb. 01, 2025 USD ($)	Nov. 02, 2024 USD ($)	Aug. 03, 2024 USD ($)	May 04, 2024 USD ($)
Segment Reporting [Abstract]
Number of operating segments \| segment	1
Segment Reporting Information
Net sales	$ 23,846				$ 24,531
Cost of sales
Total cost of sales	17,128				17,471
Selling, general, and administrative expenses	4,591				5,146
Depreciation and amortization (exclusive of depreciation included in cost of sales)	655				618
Operating income	1,472				1,296
Net interest expense	116				106
Net other income	(26)				(29)
Earnings before income taxes	1,382				1,219
Provision for income taxes	346				277
Net earnings	1,036	$ 1,103	$ 854	$ 1,192	942
Credit Card Interchange Fee Litigation \| Settled Litigation
Cost of sales
Gain from litigation settlement	593
Reportable Segment
Segment Reporting Information
Net sales	23,846				24,531
Cost of sales
Total cost of sales	17,128				17,471
Selling, general, and administrative expenses	4,591				5,146
Depreciation and amortization (exclusive of depreciation included in cost of sales)	655				618
Operating income	1,472				1,296
Net interest expense	116				106
Net other income	(26)				(29)
Earnings before income taxes	1,382				1,219
Provision for income taxes	346				277
Net earnings	1,036				942
Reportable Segment \| Merchandising cost of sales
Cost of sales
Total cost of sales	15,355				15,846
Reportable Segment \| Supply chain and digital fulfillment costs
Cost of sales
Total cost of sales	$ 1,773				$ 1,625

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