Bond TargetCo 6.5% ( US87612EAR71 ) in USD

TargetCo

108.071 % ▼

United States

US87612EAR71 ( in USD )

6.5% per year ( payment 2 times a year)

14/10/2037

Prospectus brochure of the bond Target Corp US87612EAR71 en USD 6.5%, maturity 14/10/2037

1 000 USD

1 250 000 000 USD

87612EAR7

A ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

15/04/2026 ( In 67 days )

Target Corporation is a multinational discount department store chain headquartered in Minneapolis, Minnesota, operating over 1,900 stores in the United States and offering a wide range of merchandise including apparel, home goods, electronics, groceries, and more, both in-store and online.

Target Corporation (US87612EAR71, CUSIP 87612EAR7) issued a USD 1,250,000,000 bond with a 6.5% coupon rate, maturing on October 14, 2037, trading at 111.856% of par value, paying semi-annually, in minimum increments of USD 1,000, and rated A by S&P and A2 by Moody's.

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424B2 1 a07-24746_1424b2.htm 424B2 FINAL
Filed Pursuant to Rule 424(b)(2)

File No. 333-139870

Title of Each Class of
Securities Offered
Maximum Aggregate
Offering Price

Amount of
Registration Fee(1)
6.500% Notes due 2037
$
1,250,000,000 $
38,375

(1) The filing fee of $38,375 is calculated in accordance with Rule 457(r) of the Securities Act of 1933. Pursuant to Rule 457(p)

under the Securities Act of 1933, the $101,200 remaining of the filing fee previously paid with respect to unsold securities
registered pursuant to a Registration Statement on Form S-3 (No. 333-82500) filed by Target Corporation on February 11, 2002 is
being carried forward, of which $38,375 is offset against the registration fee due for this offering and of which $16,775 remains
available for future registration fees. No additional registration fee has been paid with respect to this offering.
Prospectus Supplement to Prospectus dated January 9, 2007.
$1,250,000,000
Target Corporation
6.500% Notes due 2037
Target Corporation will pay interest on the notes on April 15 and October 15 of each year, beginning April 15, 2008. The notes will
mature on October 15, 2037. We may redeem the notes at our option at any time, either in whole or in part, at the redemption price
described in this prospectus supplement. If a change of control triggering event as described herein occurs, unless we have exercised our
option to redeem the notes, we will be required to offer to repurchase the notes at the price described in this prospectus supplement.
The notes are being offered for sale in the United States and certain jurisdictions outside the United States in which it is lawful to make
such offers. The notes will not be listed on any securities exchange.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities
or passed on the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to
the contrary is a criminal offense.

Per Note
Total

Public offering price
99.722% $ 1,246,525,000
Underwriting discount
0.875% $
10,937,500
Proceeds, before expenses, to Target Corporation
98.847% $ 1,235,587,500

The public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from October 5, 2007.
The notes will be delivered in book-entry form only through the facilities of The Depository Trust Company, including for the accounts
of Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Clearstream Banking, société anonyme, against payment in New
York on or about October 5, 2007.
Joint Book-Running Managers
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Goldman, Sachs & Co.
JPMorgan Merrill Lynch & Co.

Banc of America Securities LLC Citi

Lehman Brothers

BNP PARIBAS HSBC Mizuho Securities USA Inc. Wachovia Securities

Prospectus Supplement dated October 2, 2007.
You should read this prospectus supplement along with the accompanying prospectus dated January 9, 2007. This prospectus
supplement and the accompanying prospectus form one single document and both contain information you should consider when
making your investment decision. You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We have not authorized anyone to provide you with information that is different. If the
information contained in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this
prospectus supplement. The information in this prospectus supplement and the accompanying prospectus may only be accurate as of
their respective dates.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions
may be restricted by law. Persons into whose possession this prospectus supplement and the accompanying prospectus come should
inform themselves about and observe any such restrictions. This prospectus supplement and the accompanying prospectus do not
constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom
it is unlawful to make such offer or solicitation.
We have not offered or sold, and will not offer or sell, any of the notes referred to in this prospectus supplement and the
accompanying prospectus to persons in the United Kingdom, except to persons permitted to carry on regulated activity in the
United Kingdom by the UK Financial Services Authority under the Financial Services and Markets Act 2000 (as amended),
persons whose ordinary activities for the purpose of their businesses involve them in buying, selling, subscribing for or
underwriting securities or making arrangements for another person to do so (whether as principal or agent) or advising on
investments or other persons who are Investment Professionals within the meaning given in paragraph 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005. Persons who do not have professional experience in matters
relating to investments should not rely on this document.
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THE COMPANY
Target Corporation operates large-format general merchandise discount stores in the United States. As of August 4, 2007, we operated
1,537 stores in 47 states. Our credit card operation represents an integral component of our core retail business. We also operate Target.
com, an online business which provides important benefits to our stores and to our credit card operation.
On September 12, 2007, we announced that we will review potential ownership alternatives for our credit card receivables. We also
announced on that date that we will re-evaluate our use of debt in our capital structure and our pace of share repurchases. We expect to
complete these reviews by the end of December 2007. See Annex A to this prospectus supplement for a complete copy of the press
release announcing those reviews that was filed with our Current Report on Form 8-K dated September 12, 2007.
When we refer to "our company," "we," "our" and "us" in this prospectus supplement, we mean only Target Corporation, and not
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Target Corporation together with its subsidiaries, unless the context indicates otherwise.
DESCRIPTION OF NOTES
The following discussion of the terms of the notes supplements the description of the general terms and provisions of the debt securities
contained in the accompanying prospectus and identifies any general terms and provisions described in the accompanying prospectus
that will not apply to the notes. Certain terms used but not defined in this prospectus supplement have the meanings specified in the
accompanying prospectus.
General
The notes will be issued in an initial aggregate principal amount of $1,250,000,000. We will issue the notes under an indenture, dated as
of August 4, 2000 between us and The Bank of New York Trust Company, N.A. (as successor in interest to Bank One Trust Company,
N.A.), as trustee, as supplemented by the first supplemental indenture dated as of May 1, 2007 (the "indenture"). You should read the
accompanying prospectus for a general discussion of the terms and provisions of the indenture.
The notes will mature at 100% of their principal amount on October 15, 2037. The notes will not be listed on any securities exchange.
Interest
The notes will bear interest at a rate of 6.500% per annum from October 5, 2007 or from the most recent interest payment date on which
we paid or provided for interest on the notes. The interest payment dates for the notes will be each April 15 and October 15, beginning
April 15, 2008. See "Description of Debt Securities--Interest and Principal Payments" and "--Fixed Rate Debt Securities" in the
accompanying prospectus.
Optional Redemption
We may redeem the notes at our option as described under "Description of Debt Securities--Redemption and Repayment of Debt
Securities--Optional Redemption By Us" and "--Optional Make-Whole Redemption of Debt Securities" in the accompanying
prospectus at a redemption price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to
the redemption date:
· 100% of the principal amount of the notes to be redeemed; and

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· the sum of the present values of the remaining scheduled payments, such payments to be discounted to the redemption date on

a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the treasury
rate plus 30 basis points.
The quotation agent will be J.P. Morgan Securities Inc. or another primary treasury dealer selected by us.
Change of Control Offer
If a change of control triggering event occurs, unless we have exercised our option to redeem the notes as described above, we will be
required to make an offer (the "change of control offer") to each holder of the notes to repurchase all or any part (equal to $100,000 or
an integral multiple of $1,000 in excess thereof) of that holder's notes on the terms set forth in the notes. In the change of control offer,
we will be required to offer payment in cash equal to 101% of the aggregate principal amount of notes repurchased, plus accrued and
unpaid interest, if any, on the notes repurchased to the date of repurchase (the "change of control payment"). Within 30 days following
any change of control triggering event or, at our option, prior to any change of control, but after public announcement of the transaction
that constitutes or may constitute the change of control, a notice will be mailed to holders of the notes describing the transaction that
constitutes or may constitute the change of control triggering event and offering to repurchase the notes on the date specified in the
notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "change of control
payment date"). The notice will, if mailed prior to the date of consummation of the change of control, state that the offer to purchase is
conditioned on the change of control triggering event occurring on or prior to the change of control payment date.
On the change of control payment date, we will, to the extent lawful:
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· accept for payment all notes or portions of notes properly tendered pursuant to the change of control offer;

· deposit with the paying agent an amount equal to the change of control payment in respect of all notes or portions of notes

properly tendered; and
· deliver or cause to be delivered to the trustee the notes properly accepted together with an officers' certificate stating the

aggregate principal amount of notes or portions of notes being repurchased.
We will not be required to make a change of control offer upon the occurrence of a change of control triggering event if a third party
makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and the third
party repurchases all notes properly tendered and not withdrawn under its offer. In addition, we will not repurchase any notes if there
has occurred and is continuing on the change of control payment date an event of default under the indenture, other than a default in the
payment of the change of control payment upon a change of control triggering event.
We will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the
repurchase of the notes as a result of a change of control triggering event. To the extent that the provisions of any such securities laws or
regulations conflict with the change of control offer provisions of the notes, we will comply with those securities laws and regulations
and will not be deemed to have breached our obligations under the change of control offer provisions of the notes by virtue of any such
conflict.
S-4
For purposes of the change of control offer provisions of the notes, the following terms will be applicable:
"Change of control" means the occurrence of any of the following: (1) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any "person" (as that term is used in Section 13(d)(3) of the
Exchange Act) (other than our company or one of our subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5
under the Exchange Act), directly or indirectly, of more than 50% of our voting stock or other voting stock into which our voting stock
is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect
sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related
transactions, of all or substantially all of our assets and the assets of our subsidiaries, taken as a whole, to one or more "persons" (as that
term is defined in the indenture) (other than our company or one of our subsidiaries); or (3) the first day on which a majority of the
members of our Board of Directors are not continuing directors. Notwithstanding the foregoing, a transaction will not be deemed to
involve a change of control if (1) we become a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or
indirect holders of the voting stock of such holding company immediately following that transaction are substantially the same as the
holders of our voting stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a
holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the
voting stock of such holding company.
"Change of control triggering event" means the occurrence of both a change of control and a rating event.
"Continuing directors" means, as of any date of determination, any member of our Board of Directors who (1) was a member of such
Board of Directors on the date the notes were issued or (2) was nominated for election, elected or appointed to such Board of Directors
with the approval of a majority of the continuing directors who were members of such Board of Directors at the time of such
nomination, election or appointment (either by a specific vote or by approval of our proxy statement in which such member was named
as a nominee for election as a director, without objection to such nomination).
"Fitch" means Fitch Ratings.
"Investment grade rating" means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by
Moody's and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any additional rating agency or
rating agencies selected by us.
"Moody's" means Moody's Investors Service Inc.
"Rating agencies" means (1) each of Fitch, Moody's and S&P; and (2) if any of Fitch, Moody's or S&P ceases to rate the notes or fails
to make a rating of the notes publicly available for reasons outside of our control, a "nationally recognized statistical rating
organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by us (as certified by a resolution of our
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Board of Directors) as a replacement agency for Fitch, Moody's or S&P, or all of them, as the case may be.
S-5
"Rating event" means the rating on the notes is lowered by each of the rating agencies and the notes are rated below an investment grade
rating by each of the rating agencies on any day within the 60-day period (which 60-day period will be extended so long as the rating of
the notes is under publicly announced consideration for a possible downgrade by any of the rating agencies) after the earlier of (1) the
occurrence of a change of control and (2) public notice of the occurrence of a change of control or our intention to effect a change of
control; provided, however, that a rating event otherwise arising by virtue of a particular reduction in rating will not be deemed to have
occurred in respect of a particular change of control (and thus will not be deemed a rating event for purposes of the definition of change
of control triggering event) if the rating agencies making the reduction in rating to which this definition would otherwise apply do not
announce or publicly confirm or inform the trustee in writing at our or its request that the reduction was the result, in whole or in part, of
any event or circumstance comprised of or arising as a result of, or in respect of, the applicable change of control (whether or not the
applicable change of control has occurred at the time of the rating event).
"S&P" means Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc.
"Voting stock" means, with respect to any specified "person" (as that term is used in Section 13(d)(3) of the Exchange Act) as of any
date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
Events of Default
The events of default with respect to the notes will be those events described under "Description of Debt Securities--Events of Default"
in the accompanying prospectus, except that the outstanding principal amount of indebtedness set forth in the fifth bullet point of the
definition of event of default under "Description of Debt Securities--Events of Default" will be $100 million (rather than $20 million).
S-6
UNDERWRITING
We and the underwriters for the offering named below have entered into an underwriting agreement dated as of October 2, 2007, with
respect to the notes. Subject to certain conditions, each underwriter has severally agreed to purchase the total principal amount of notes
shown in the following table.

Principal

Underwriters

Amount of Notes
Goldman, Sachs & Co.
$ 287,500,000
J.P. Morgan Securities Inc.

287,500,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

287,500,000
Banc of America Securities LLC

112,500,000
Citigroup Global Markets Inc.

112,500,000
Lehman Brothers Inc.

112,500,000
BNP Paribas Securities Corp.

12,500,000
HSBC Securities (USA) Inc.

12,500,000
Mizuho Securities USA Inc.

12,500,000
Wachovia Capital Markets

12,500,000
Total
$ 1,250,000,000

Notes sold by the underwriters to the public initially will be offered at the public offering price set forth on the cover of this prospectus
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supplement. Any notes sold by the underwriters to securities dealers may be sold at a discount from the public offering price of up to
0.50% of the principal amount of notes. Any such securities dealers may resell any notes purchased from the underwriters to certain
other brokers or dealers at a discount from the public offering price of up to 0.25% of the principal amount of notes. If all the notes are
not sold at the public offering price, the underwriters may change the offering price and the other selling terms.
The notes are a new issue of securities with no established trading market. We have been advised by the underwriters that they intend to
make a market in the notes, but they are not obligated to do so and may discontinue such market-making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the notes.
In connection with the offering, the underwriters may purchase and sell the notes in the open market. These transactions may include
short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the
underwriters of a greater number of notes than they are required to purchase in the offering. Stabilizing transactions consist of certain
bids or purchases made for the purpose of preventing or retarding a decline in the market price of the notes while the offering is in
progress.
The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the
underwriting discount received by it because another underwriter has repurchased notes sold by or for the account of such underwriter in
stabilizing or short covering transactions.
Stabilizing transactions may have the effect of preventing or retarding a decline in the market price of the notes, and together with the
imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the notes. As a result, the price of the notes
may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued
by the underwriters at any time. These transactions may be effected in the over-the-counter market or otherwise.
S-7
In addition to the underwriting discount payable to the underwriters as set forth on the cover page of this prospectus supplement, we
estimate that our expenses for this offering will be approximately $500,000.
We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933.
The notes are offered for sale in the United States and certain jurisdictions outside the United States in which such offer and sale is
permitted.
Each of the underwriters has represented and agreed that in relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member State"), with effect from and including the date on which the
Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date"), it has not made, and will not
make, an offer of notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which
has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant
Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive,
except that it may, with effect from and including the Relevant Implementation Date, make an offer of notes to the public in that
Relevant Member State at any time: (i) to legal entities which are authorized or regulated to operate in the financial markets, or, if not so
authorized or regulated, whose corporate purpose is solely to invest in securities; or (ii) to any legal entity which has two or more of
(1) an average of at least 250 employees during the last financial year, (2) a total balance sheet of more than 43,000,000 and (3) an
annual net turnover of more than 50,000,000, as shown in its last annual or consolidated accounts. For the purpose of the foregoing,
the term "an offer of notes to the public" means, in relation to any notes in any Relevant Member State, the communication in any form
and by any means of sufficient information of the terms of the offer and the notes to be offered so as to enable an investor to decide to
purchase or subscribe for notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus
Directive in that Relevant Member State, and the term "Prospectus Directive" means Directive 2003/71/EC and includes any relevant
implementing measure in each Relevant Member State.
This prospectus supplement has been prepared on the basis that all offers of the notes within the European Economic Area will be made
pursuant to an exemption under Article 3(2) of the Prospectus Directive, as implemented in Relevant Member States of the European
Economic Area, from the requirement to produce a prospectus for offers of the notes. Accordingly, any person making or intending to
make any offer of the notes within the European Economic Area should only do so in circumstances in which no obligation arises for
us, our affiliates or any of the underwriters to produce a prospectus for such offer. Neither we nor any of the underwriters have
authorized, nor do we or they authorize, the making of any offer of the notes through any financial intermediary, other than offers made
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by the underwriters which constitute the final placement of the notes contemplated in this prospectus supplement.
Each of the underwriters has represented and agreed and undertaken that:
(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an

invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and
Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of the notes in circumstances in which
Section 21(1) of the FSMA does not apply to us; and
(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in

relation to the notes, in, from or otherwise involving the United Kingdom.
The notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the
public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the
meaning of the Securities and Futures Ordinance
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(Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being
a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or
document relating to the notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in
Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong
(except if permitted to do so under the laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of
only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.
571, Laws of Hong Kong) and any rules made thereunder.
The notes have not been and will not be registered under the Securities and Exchange Law of Japan (the Securities and Exchange Law)
and each underwriter has agreed that it will not offer or sell any notes, directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized
under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to
an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other
applicable laws, regulations and ministerial guidelines of Japan.
This prospectus supplement and the accompanying prospectus have not been registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, this prospectus supplement and the accompanying prospectus and any other document or material in
connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may
the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to
persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of
Singapore (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions,
specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable
provision of the SFA.
Where the notes are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an
accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is
to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that
corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust
has acquired the notes under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or
any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no
consideration is given for the transfer; or (3) by operation of law.
In the ordinary course of their respective businesses and in exchange for customary fees, certain of the underwriters and their respective
affiliates have in the past provided, currently provide, and may in the future from time to time provide, investment banking and general
financing and commercial banking services to us and certain of our affiliates.
LEGAL OPINIONS
The validity of the notes will be passed upon for us by Faegre & Benson LLP, Minneapolis, Minnesota, and for the underwriters by
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Simpson Thacher & Bartlett LLP, New York, New York. Simpson Thacher & Bartlett LLP may rely on Faegre & Benson LLP as to
matters of Minnesota law.
S-9
Annex A
FOR IMMEDIATE RELEASE
Contacts:
Susan Kahn

612-761-6735

John Hulbert

612-761-6627

TARGET CORPORATION TO REVIEW
OWNERSHIP ALTERNATIVES FOR CREDIT CARD RECEIVABLES
COMPANY ALSO TO ANALYZE CAPITAL STRUCTURE
MINNEAPOLIS, September 12, 2007 -- Target Corporation announced today that it will review potential ownership alternatives for its
credit card receivables, an asset of approximately $7 billion. The company also announced that it will re-evaluate its use of debt in its
capital structure and its pace of share repurchases. The company expects to complete these reviews by the end of December.
Receivables Ownership
Target Corporation has more than 100 years of experience in granting, underwriting and servicing credit for our guests. In the past 13
years, Target has built a consistent, highly profitable credit card portfolio and become one of the ten largest issuers of credit cards in the
United States, with products and services strategically integrated into Target's core retail operations. The primary products include the
Target Visa Card and Target Credit Card, together known as "REDcards", as well as GiftCards and other financial products. Target
guests apply for REDcards exclusively in our stores and online at Target.com.
"Target has dedicated significant effort over many years to create a premier credit card operation with a world-class team, which has
allowed us to drive incremental sales, deepen our relationship with our guests and reinforce our brand," said Bob Ulrich, Chairman and
CEO of Target Corporation. "Going forward, we are committed to maintaining the highest brand standards for our financial products
and services, continuing to invest in our outstanding financial services team and delivering an exceptional and integrated credit and
retail guest experience."
The review of our credit card receivables will be focused on the economics of possible alternatives and will include, but not be limited
to, an examination of possible differences in growth rates and credit risk exposure between the current direct ownership model and other
possible ownership structures, the cost of debt and equity capital to fund our receivables, and current and future liquidity considerations.
Goldman Sachs has been engaged to advise the company in this review.
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Doug Scovanner, Chief Financial Officer of Target Corporation, added, "Given our objective to create substantial shareholder value
over time, we plan to approach the capital markets to determine whether Target or a financial institution is better suited to own our
receivables. Unlike other retail credit card portfolios, Target's receivables portfolio possesses a unique combination of attributes which
include strong double-digit growth, a consistently high yield and unprecedented integration with our retail operations. Regardless of
whether or not our review results in a receivables sale, we intend to maintain our core financial services operation and remain firmly
committed to growing and developing our best-in-class Target Financial Services team."
Capital Structure
Concurrent with the review of credit card receivables, the company will also conduct a review of the use of debt in its capital structure
and the pace of current and possible future share repurchase activity. Should a sale of any, or all, of the company's credit card
receivables occur, this capital structure review will also include an analysis of the appropriate application of proceeds.
"To provide for the substantial ongoing capital reinvestment required by Target's core strategy, we remain firmly committed to
maintaining Target's strong investment-grade credit ratings, and specifically we will not consider taking any deliberate actions that
would jeopardize our current short-term debt ratings. As a result, Target expects to maintain the necessary credit profile to preserve our
long-term debt ratings within the "A" category," Scovanner said.
For reference, the company's current long-term ratings are A1, A+, and A+ with Moody's, S&P and Fitch, respectively. The company
plans to discuss these considerations with the three debt-rating agencies that currently rate Target's short-term and long-term debt.
Additional Information
A pre-recorded message describing information that the company has made available is accessible by calling 612-761-6500. A
transcript of this pre-recorded message is also available on our web site at www.target.com/investors. The company will broadly
disseminate updates as it deems appropriate.
Target Corporation's operations include large, general merchandise and food discount stores and a fully integrated on-line business
through which we offer a fun and convenient shopping experience with thousands of highly differentiated and affordably priced items.
The company currently operates 1,537 Target stores in 47 states. Target Corporation news releases are available at www.target.com.
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PROSPECTUS

1000 Nicollet Mall

Minneapolis, Minnesota 55403

(612) 304-6073

Debt Securities
Preferred Stock
Depositary Shares
Common Stock
Securities Warrants
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We will provide the specific terms of these securities in supplements to this prospectus.
You should read this prospectus and the applicable supplement carefully before you invest.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus is dated January 9, 2007.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission using a "shelf"
registration procedure. Under this shelf procedure, we may sell
· debt securities,

· preferred stock,

· depositary shares,

· common stock, and

· securities warrants,

either separately or in units, in one or more offerings. This prospectus provides you with a general description of those securities. Each
time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering.
The prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus
and the applicable prospectus supplement together with the additional information described under the heading "Where You Can Find
More Information."
We may also prepare free writing prospectuses to describe the terms of particular securities, which terms may vary from those described
in this prospectus. Any free writing prospectus should therefore be carefully reviewed in connection with this prospectus and with any
prospectus supplement referred to therein. A free writing prospectus will not constitute a part of this prospectus.
The registration statement that contains this prospectus (including the exhibits to the registration statement) contains additional
information about our company and the securities offered under this prospectus. That registration statement can be read at the SEC web
site or at the SEC offices mentioned under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our SEC filings are available to the
public through the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file with the
SEC at its public reference facilities at 100 F Street, N.E., Washington, D.C. 20549. You can also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. Our SEC filings are also available at
the office of the New York Stock Exchange. For further information on obtaining copies of our public filings at the New York Stock
Exchange, you should call (212) 656-5060.
We "incorporate by reference" into this prospectus the information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is an important part of this
prospectus. Some information contained in this prospectus updates the information incorporated by reference into this prospectus, and
information that we file subsequently with the SEC will automatically update information in this prospectus as well as our other filings
with the SEC. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and/or
information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed
later. We incorporate by reference the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c),
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