TARGET CORP
For the period ended Aug 1, 2026. Filed Aug 28, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Aug 1, 2026 · Filed Aug 28, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-05-02; filed 2026-05-29.
0000027419-26-000022
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-08-01; filed 2026-08-28.
0000027419-26-000042
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsGross Margin RateThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 81 previous paragraphs and 84 current paragraphs.
51 unchanged; 21 reworded; 11 added; 7 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 36 previous and 38 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
•Operating Income of $2.6 billion, an increase of $1.3 billion, or 94.4 percent, compared to the prior year, including $994 million related to tariff refunds received during the period. Excluding the impact of tariff refunds, Operating Income growth was approximately 19 percent.
Current report
•GAAP and Adjusted EPS 1 of $4.11, an increase of 100.3 percent compared to the prior year, including $1.65 related to after-tax benefits of tariff refunds received during the period.
Current report
During the second quarter of 2026, we received refunds of certain IEEPA tariffs previously paid and recognized$994 million related to these refunds as a reduction of Cost of Sales. Refer to Note 3 and the Gross Margin Rate section for additional information.
Current report
(a)Includes $994 million related to tariff refunds for the three and six months ended August 1, 2026, which provided a benefit to Gross margin rate, Operating income rate, and Adjusted operating income rate of 3.7 percentage points and 1.9 percentage points for the three and six month periods, respectively. Note 3 to the Financial Statements provides additional information.
Current report
For the three months ended August 1, 2026, our gross margin rate was 33.7 percent compared with 29.0 percent in the comparable prior-year period. The increase reflected benefits from tariff refunds and net merchandising impacts, including lower purchase order cancellation costs compared to the prior year, as well as growth in advertising and other revenues. The Business Environment section provides additional information about tariff refunds.
Current report
Our effective income tax rates for the three and six months ended August 1, 2026, were 23.7 percent and 23.9 percent, respectively, compared with 23.2 percent and 24.2 percent in the comparable prior-year periods. For the three month period, the increase was driven by higher pretax earnings, partially offset by additional tax credit benefits. For the six month period, the decrease reflects additional tax credit benefits and lower discrete tax expenses related to share-based compensation, partially offset by higher pretax earnings.
Current report
(b)Note (a) to the Summary of Operating Income and Rate Analysis tables provides information about the impact of tariff refunds on Operating Income and Operating Income margin rate.
Current report
Cash flows provided by operating activities were $4.5 billion and $2.4 billion for the six months ended August 1, 2026, and August 2, 2025, respectively. The increase was primarily due to higher accounts payable leverage that more than offset increased inventory purchases to support sales growth, as well as higher net earnings.
Current report
Inventory increased to $13.2 billion as of August 1, 2026, compared with $12.3 billion and $12.9 billion as of January 31, 2026, and August 2, 2025, in support of sales growth.
Removed paragraphs (7)
Previous report
•GAAP and Adjusted operating income 1 of $1.1 billion was 22.9 percent lower than prior year GAAP operating income, which included $593 million of pretax net gains on interchange fee settlements. Excluding the settlement gains, Adjusted operating income was 29.1 percent higher than $0.9 billion in the prior-year.
Previous report
Beginning in 2025, the U.S. imposed additional tariffs on a wide range of imported products using various legal authorities, including the International Emergency Economic Powers Act (IEEPA). These tariffs were subsequently modified through incremental increases, decreases, pauses, and limited exemptions. Approximately one-half of the merchandise we offer is sourced from outside the U.S., either directly or through our vendors, with China as the single largest source of merchandise we import.
Previous report
On February 20, 2026, the U.S. Supreme Court ruled that tariffs imposed under IEEPA were not authorized by the statute. While the ruling did not establish a refund process, the U.S. Court of International Trade (CIT) subsequently ordered U.S. Customs and Border Protection (CBP) to implement a process to administer refunds, which CBP began executing with the April 20, 2026 deployment of the Consolidated Administration and Processing of Entries (CAPE) system for certain IEEPA refund claims.
Previous report
In 2025, we announced a multi-year initiative to transform various aspects of our business—including our organizational structure, processes, and technology—to enable greater agility and optimize the use of the Company's assets. We incurred costs and charges related to our business transformation initiatives in 2025, including a reduction in our headquarters workforce. Refer to Note 7 to the Financial Statements in our Form 10-K for the fiscal year ended January 31, 2026, for additional information.
Previous report
Our effective income tax rate for the three months ended May 2, 2026, was 24.4 percent compared with 25.0 percent in the comparable prior-year period. The decrease reflects lower discrete tax expense in the current year, primarily related to share-based compensation.
Previous report
Cash flows provided by operating activities were $0.7 billion and $0.3 billion for the three months ended May 2, 2026, and May 3, 2025, respectively. The increase was primarily due to higher accounts payable leverage and lower inventory levels. These benefits were partially offset by lower net earnings, reflecting the prior-year benefit from gains on interchange fee settlements, and higher income tax payments in the current year, reflecting timing.
Previous report
Inventory was $12.3 billion as of May 2, 2026 and January 31, 2026, and $13.0 billion as of May 3, 2025. The year-over-year decrease reflects higher than expected sales in the current year and the timing of inventory receipts.
Reworded paragraphs (21)
Previous wording
First quarter 2026 included the following:
Current wording
Second quarter 2026 included the following:
Previous wording
•Net Sales of $25.4 billion, an increase of 6.7 percent from the comparable prior-year period, driven by:
Current wording
•Net Sales of $26.5 billion, an increase of 5.3 percent from the comparable prior-year period, driven by:
Previous wording
•A comparable sales increase of 5.6 percent, reflecting a 4.4 percent increase in traffic and a 1.1 percent increase in average transaction amount;
Current wording
•A comparable sales increase of 3.8 percent, reflecting a 3.6 percent increase in traffic and a 0.2 percent increase in average transaction amount;
Previous wording
•Non-merchandise sales growth of 24.6 percent, primarily driven by growth in our Roundel digital advertising business offering.
Current wording
•Non-merchandise sales growth of 20.1 percent, primarily driven by growth in our Roundel digital advertising business offering.
Previous wording
1 Adjusted diluted earnings per share (Adjusted EPS) and Adjusted operating income, non-GAAP metrics, exclude the impact of certain items. Management believes that Adjusted EPS and Adjusted operating income are useful in providing period-to-period comparisons of the results of our operations. A reconciliation of non-GAAP financial measures to GAAP measures is providedon page 20.
Current wording
1 Adjusted 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 providedon page 19.
Previous wording
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 2, 2026, after-tax ROICwas 12.4 percent, compared with 15.1 percent for the trailing twelve months ended May 3, 2025. The calculation of ROIC isprovided on page 21.
Current wording
We report after-tax return on invested capital (ROIC) because we believe ROIC provides a meaningful measure of our capital allocation effectiveness over time. For the trailing twelve months ended August 1, 2026, after-tax ROICwas 15.4 percent, compared with 14.3 percent for the trailing twelve months ended August 2, 2025. The calculation of ROIC isprovided on page 21.
Previous wording
We incurred tariffs under IEEPA, and are following the established refund filing and validation process through the CAPE system, along with other importers seeking IEEPA refunds. As of May 2, 2026, no refunds had been received and no receivable was recorded. Subsequent to quarter-end, we began receiving refunds, which to date have not been material. Due to the remaining uncertainties related to the process, timing, and amount of potential refunds, as well as a potential appeal of the CIT's order to issue refunds, we are unable to estimate the ultimate financial effects of IEEPA refunds.
Current wording
We continue to pursue additional refund claims in accordance with the established refund filing and validation process, along with other importers seeking tariff refunds. However, due to uncertainties related to the refund process, timing, and amount of potential refunds, as well as ongoing legal and regulatory developments, we are unable to estimate the ultimate financial effects of any potential additional tariff refunds.
Previous wording
The collective interaction of tariffs, IEEPA refunds, sourcing strategies, pricing actions, consumer response and behaviors, and other factors could materially impact our sales, results of operations, and financial condition in future periods.
Current wording
The U.S. administration has instituted new tariffs against most major trading partners. We continue to assess and respond to the evolving consumer, legal and regulatory environment. The collective interaction of tariffs, tariff refunds, sourcing strategies, pricing actions, consumer response and behaviors, and other factors could materially impact our sales, results of operations, and financial condition in future periods.
Previous wording
We did not incur any costs or charges related to these initiatives during the three months ended May 2, 2026, or the comparable prior-year period.
Current wording
Our multi-year business transformation initiatives are discussed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. We did not incur any significant non-recurring costs or charges related to these initiatives during the three and six months ended August 1, 2026, or the comparable prior-year periods.
Previous wording
(a)Adjusted SG&A expenses, Adjusted SG&A expense rate, Adjusted operating income, and Adjusted operating income margin rate, which are non-GAAP measures, exclude the impact of certain items. Management believes that these measures are 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 onpage 20.
Current wording
(b)Adjusted SG&A expenses, Adjusted SG&A expense rate, Adjusted operating income, and Adjusted operating income margin rate, which are non-GAAP measures, exclude the impact of certain items. Management believes that these measures are 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 onpage 19.
Previous wording
For the three months ended May 2, 2026, our gross margin rate was 29.0 percent compared with 28.2 percent in the comparable prior-year period. The increase reflected net benefits from:
Current wording
For the six months ended August 1, 2026, our gross margin rate was 31.4 percent compared with 28.6 percent in the comparable prior-year period. The increase reflected benefits from:
Previous wording
•merchandising, primarily due to lower markdown rates and growth in advertising and other revenues, partially offset by higher product costs; and
Current wording
•merchandising, including lower purchase order cancellation costs and markdown rates compared to the prior year and growth in advertising and other revenues; and
Previous wording
For the three months ended May 2, 2026, our SG&A expense rate was 21.9 percent compared with 19.3 percent for the comparable prior-year period. Our comparable prior-period rate included a 2.5 percentage point benefit from interchange fee settlements, which are further described in Note 3 to the Financial Statements. Excluding this item, our Adjusted SG&A expense rate was 21.7 percent. The remaining 0.2 percentage point increase in 2026 reflected higher compensation expense, including stores payroll and incentive compensation, new store and remodel-related expenses, and the net impact of other cost increases. These cost increases more than offset the leverage benefit of higher sales.
Current wording
For the six months ended August 1, 2026, our SG&A expense rate was 21.7 percent compared with 20.3 percent for the comparable prior-year period. The comparable prior-period rate included a 1.2 percentage point benefit from interchange fee settlements, which are further described in Note 4 to the Financial Statements. Excluding this item, our Adjusted SG&A expense rate for the six months ended August 2, 2025, was 21.5 percent. The remaining 0.2 percentage point increase in 2026 reflected higher compensation expense, including stores payroll and incentive compensation, new store and remodel-related expenses, and the net impact of other cost increases. These cost increases were partially offset by the leverage benefit of higher sales.
Previous wording
For the three months ended May 2, 2026, net interest expense was$117 million compared with $116 million in the comparable prior-year period.
Current wording
Net interest expense was$98 million and $215 million for the three and six months ended August 1, 2026, respectively, compared with $116 million and $232 million in the comparable prior-year periods. The decrease in net interest expense was primarily due to an increase in interest income.
Previous wording
(b)Calculated using the effective tax rates, which were 21.9 percent and 22.8 percent for the trailing twelve months ended May 2, 2026, and May 3, 2025, respectively. For the trailing twelve months ended May 2, 2026, and May 3, 2025, includes tax effect of $1.1 billion and $1.3 billion, respectively, related to EBIT, and $38 million related to operating lease interest.
Current wording
(b)Calculated using the effective tax rates, which were 22.4 percent and 22.9 percent for the trailing twelve months ended August 1, 2026, and August 2, 2025, respectively. For the trailing twelve months ended August 1, 2026, and August 2, 2025, includes tax effect of $1.4 billion and $1.3 billion, respectively, related to EBIT, and $39 million and $38 million, respectively, related to operating lease interest.
Previous wording
(e)For the trailing twelve months ended May 2, 2026, includes the impact of business transformation costs incurred within the trailing twelve-month period, which decreased after-tax ROIC by 0.6 percentage points. 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.
Current wording
(e)For the trailing twelve months ended August 1, 2026, includes the impact of tariff refunds, which increased after-tax ROIC by 2.4 percentage points, and business transformation costs recognized in the trailing twelve-month period, which decreased after-tax ROIC by 0.6 percentage points. For the trailing twelve months ended August 2, 2025, includes the impact of after-tax net gains on interchange fee settlements, which increased after-tax ROIC by 1.4 percentage points.
Previous wording
Our cash and cash equivalents balance was $3.5 billion, $5.5 billion, and $2.9 billion as of May 2, 2026, January 31, 2026, and May 3, 2025, respectively. Our cash and cash equivalents balance includes short-term investments of $2.5 billion, $4.6 billion, and $2.0 billion as of May 2, 2026, January 31, 2026, and May 3, 2025, 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.
Current wording
Our cash and cash equivalents balance was $5.4 billion, $5.5 billion, and $4.3 billion as of August 1, 2026, January 31, 2026, and August 2, 2025, respectively. Our cash and cash equivalents balance includes short-term investments of $4.3 billion, $4.6 billion, and $3.3 billion as of August 1, 2026, January 31, 2026, and August 2, 2025, 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 three months or less. We also place dollar limits on our investments in individual funds or instruments.
Previous wording
Cash required for investing activities increased to $1.0 billion for the three months ended May 2, 2026, compared to $0.8 billion for the three months ended May 3, 2025, due to higher capital expenditures.
Current wording
Cash used in investing activities increased to $2.4 billion for the six months ended August 1, 2026, compared to $1.9 billion for the six months ended August 2, 2025, due to higher capital expenditures.
Previous wording
We paid dividends totaling $516 million ($1.14 per share) for the three months ended May 2, 2026, and $510 million ($1.12 per share) for the three months ended May 3, 2025, a per share increase of 1.8 percent. We declared dividends totaling $526 million ($1.14 per share) during the first quarter of 2026 and $515 million ($1.12 per share) during the first quarter of 2025, 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.
Current wording
We paid dividends totaling $518 million ($1.14 per share) and $1,034 million ($2.28 per share) for the three and six months ended August 1, 2026, and $509 million ($1.12 per share) and $1,019 million ($2.24 per share) for the three and six months ended August 2, 2025, a per share increase of 1.8 percent. We declared dividends totaling $539 million ($1.16 per share) during the second quarter of 2026 and $529 million ($1.14 per share) during the second quarter of 2025, 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.
Previous wording
We did not repurchase any shares during the three months ended May 2, 2026. 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.
Current wording
We did not repurchase any shares during the six months ended August 1, 2026. See Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds of this Quarterly Report on Form 10-Q and Note 10 to the Financial Statements for more information.
Previous wording
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 2026 and October 2028, respectively, provide a liquidity backstop to our commercial paper program. No balances were outstanding under either credit facility or our commercial paper program at any time during 2026 or 2025. Note 6 to the Financial Statements provides additional information.
Current wording
We have the ability to obtain short-term financing from time to time under our commercial paper program and credit facilities. In August 2026, we obtained a committed $4.0 billion unsecured revolving credit facility that will expire in August 2031. This new facility replaced our $1.0 billion and $3.0 billion unsecured revolving credit facilities that were set to expire in October 2026 and October 2028, respectively. These credit facilities provide a liquidity backstop to our commercial paper program. No balances were outstanding under any credit facility or our commercial paper program at any time during 2026 or 2025. Note 8 to the Financial Statements provides additional information.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
For the three months ended August 1, 2026, our SG&A expense rate was 21.6 percent compared with 21.3 percent for the comparable prior-year period. The increase reflected higher compensation expense, including stores payroll and incentive compensation, new store and remodel-related expenses, and the net impact of other cost increases. These cost increases were partially offset by the leverage benefit of higher sales.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Note: Amounts may not foot due to rounding.
Previous report — wording carried elsewhere
After the Supreme Court ruling in February, the U.S. administration instituted new tariffs against most major trading partners, and has previewed future actions that could restore or exceed the level of the IEEPA tariffs. We continue to assess and respond to the evolving consumer, legal and regulatory environment.