Bond TargetCo 2.9% ( US87612EAZ97 ) in USD

TargetCo

100 % ▲

United States

US87612EAZ97 ( in USD )

2.9% per year ( payment 2 times a year)

14/01/2022 - Bond has expired

Prospectus brochure of the bond Target Corp US87612EAZ97 in USD 2.9%, expired

2 000 USD

1 000 000 000 USD

87612EAZ9

A ( Upper medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

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.

The Bond issued by TargetCo ( United States ) , in USD, with the ISIN code US87612EAZ97, pays a coupon of 2.9% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/01/2022

The Bond issued by TargetCo ( United States ) , in USD, with the ISIN code US87612EAZ97, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by TargetCo ( United States ) , in USD, with the ISIN code US87612EAZ97, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 a2206841z424b2.htm 424B2
Filed Pursuant to Rule 424(b)(2)
File No. 333-163489
Maximum Aggregate
Amount of Aggregate
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)

2.900% Notes due 2023
$
1,000,000,000
114,600
(1)
The filing fee of $114,600 is calculated in accordance with Rule 457(r) of the Securities Act of 1933 (the
"Securities Act") and will be paid by wire transfer within the time required by Rule 456(b) of the Securities
Act.
Prospectus Supplement to Prospectus dated December 4, 2009.
$1,000,000,000
2.900% Notes due 2022
Target Corporation will pay interest on the notes on January 15 and July 15 of each year, beginning July 15, 2012. The notes will
mature on January 15, 2022. 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

99.363% $ 993,630,000
Underwriting discount

0.450% $
4,500,000
Proceeds, before expenses, to Target Corporation

98.913% $ 989,130,000
The public offering price set forth above does not include accrued interest, if any. Interest on the notes will accrue from
January 12, 2012.
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
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payment in New York on or about January 12, 2012.
Joint Book-Running Managers
BofA Merrill Lynch

Citigroup
Goldman, Sachs & Co.
Barclays Capital

J.P. Morgan
Senior Co-Managers
HSBC

Mitsubishi UFJ Securities

Mizuho Securities
RBC Capital Markets
US Bancorp
Deutsche Bank Securities

TD Securities
Co-Managers
BNY Mellon Capital Markets, LLC

The Williams Capital Group, L.P.
Prospectus Supplement dated January 9, 2012.
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You should read this prospectus supplement along with the accompanying prospectus dated December 4, 2009. 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.
The notes have not been offered or sold, and will not be offered or sold 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
that are not permitted to carry on such activities may 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 October 29, 2011, we
operated 1,767 stores in 49 states. We operate as three reportable segments: U.S. Retail; U.S. Credit Card; and Canadian.
Our U.S. Retail Segment includes all of our merchandising operations, including our fully integrated online business. We offer
both everyday essentials and fashionable, differentiated merchandise at discounted prices. Our ability to deliver a shopping
experience that is preferred by our customers, referred to as "guests," is supported by our strong supply chain and technology
infrastructure, a devotion to innovation that is ingrained in our organization and culture, and our disciplined approach to managing our
current business and investing in future growth. As a component of the U.S. Retail Segment, our online presence is designed to enable
guests to purchase products seamlessly either online or by locating them in one of our stores with the aid of online research and
location tools. Our online shopping site offers similar merchandise categories to those found in our stores, excluding food items and
household essentials.
Our U.S. Credit Card Segment offers credit to qualified guests through our branded proprietary credit cards, the Target Visa
Credit Card and the Target Credit Card. Additionally, we offer a branded proprietary Target Debit Card. Collectively, these
REDcards® help strengthen the bond with our guests, drive incremental sales and contribute to our results of operations.
In 2011, we purchased leasehold interests in 189 sites in Canada from Zellers Inc. ("Zellers"). After selling or transferring a
portion of these leasehold interests to third-party retailers and landlords, we expect to open 125 to 135 of these sites as new Target
stores, primarily in 2013. Consistent with our existing businesses, our expectation is to deliver a Target brand shopping experience to
our Canadian guests. As a result of the transaction with Zellers, we began reporting a Canadian segment in the first quarter of fiscal
2011.
When we refer to "our company," "we," "our" and "us" in this prospectus supplement, we mean only Target Corporation, and not
Target Corporation together with its subsidiaries, unless the context indicates otherwise.
USE OF PROCEEDS
The net proceeds to us from the sale of the notes will be approximately $988,630,000 (after deducting the underwriting discount
and our offering expenses). We anticipate using the net proceeds of this offering for general corporate purposes. We may use a portion
of the net proceeds of this offering, together with general corporate funds, to purchase a note issued by Target Credit Card Owner
Trust 2008-1 to JPMN II Inc. ("JPMN"), an affiliate of J.P. Morgan Securities LLC, one of the underwriters (the "Receivables Note").
The return to JPMN on the Receivables Note consists of a monthly interest payment equal to one-month LIBOR plus 0.65% and the
accretion of the initial purchase discount of 7.00%. Principal payments on the Receivables Note commence in May 2013 and, subject
to portfolio performance, continue on a monthly basis until fully paid. If the Receivables Note has not been previously paid in
accordance with its terms, the Receivables Note will mature on May 25, 2016. The purchase price for the Receivables Note to JPMN
would be approximately $2.85 billion.
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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 $1,000,000,000. We will issue the notes under an indenture,
dated as of August 4, 2000 between us and The Bank of New York Mellon Trust Company, National Association (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 January 15, 2022. The notes will not be listed on any securities
exchange.
The notes will be issued in denominations of $2,000 each and integral multiples of $1,000 in excess thereof.
Interest
The notes will bear interest at a rate of 2.900% per annum from January 12, 2012 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 January 15 and July 15,
beginning July 15, 2012. 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 at any time, either in whole or in part, 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, if any, thereon to the redemption date:
·
100% of the principal amount of the notes to be redeemed; and
·
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 15 basis points.
The quotation agent will be Goldman, Sachs & Co. 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
$2,000 or an integral multiple of $1,000 in excess thereof) of that holder's notes on the terms set forth in the notes. In a 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
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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 change of control offer 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:
·
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 a 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.
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 direct or indirect sale, lease, 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 any person, other than our company or one of our subsidiaries;
(2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any
person 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 outstanding 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; (3) we consolidate with, or merge with or into, any person, or any
person consolidates with, or merges with or into, us, in any such event pursuant to a transaction in which any of our outstanding voting
stock or the voting stock of such other person is converted into or exchanged for cash, securities or other property, other than any such
transaction where the shares of our voting stock outstanding immediately prior to such transaction constitute, or are converted into or
exchanged for, a majority of the voting stock of the surviving person or any direct or indirect parent company of the surviving person
immediately after giving effect to such transaction; (4) the first day on which a majority of the members of our Board of Directors are
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not continuing directors; or (5) the adoption of a plan relating to our liquidation or dissolution. Notwithstanding the foregoing, a
transaction will not be deemed to involve a change of control under clause (2) above if (i) we become a direct or indirect
wholly-owned subsidiary of a holding company and (ii)(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. The term
"person," as used in this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act.
"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 Inc., and its successors.
"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 replacement rating agency
or rating agencies selected by us.
"Moody's" means Moody's Investors Service, Inc., and its successors.
"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 Board of Directors) as a replacement agency for Fitch, Moody's or S&P, or all of them, as the case may be.
"Rating event" means the rating on the notes is lowered by at least two of the three rating agencies and the notes are rated below
an investment grade rating by at least two of the three rating agencies on any day during the period (which 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)
commencing 60 days prior to the first public notice of the occurrence of a change of control or our intention to effect a change of
control and ending 60 days following consummation of such change of control.
"S&P" means Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc., and its successors.
"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.
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SUPPLEMENTAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
For taxable years beginning after December 31, 2012, a U.S. person that is an individual or estate, or a trust that does not fall
into a special class of trusts that is exempt from such tax, will be subject to a 3.8% Medicare tax on the lesser of (1) the U.S. person's
"net investment income" for the relevant taxable year and (2) the excess of the U.S. person's "modified adjusted gross income" for the
taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the
individual's circumstances). A holder's "net investment income" will generally include its interest income and net capital gain from
the disposition of the notes, unless such interest income and net capital gain is derived in the ordinary course of the conduct of a trade
or business (other than a trade or business that consists of certain passive or trading activities). Net investment income may, however,
be reduced by properly allocable deductions to such income. U.S. persons that are individuals, estates or trusts are urged to consult
their tax advisors regarding the applicability of the Medicare tax to their income and gains from the notes.
Additional tax considerations are discussed under "Certain U.S. Federal Income Tax Considerations" in the accompanying
prospectus.
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UNDERWRITING (CONFLICT OF INTEREST)
We and the underwriters for the offering named below have entered into an underwriting agreement dated January 9, 2012, with
respect to the notes. Subject to certain conditions, each underwriter has severally agreed to purchase, and we have agreed to sell to
each underwriter, the principal amount of notes shown in the following table.
Principal Amount
Underwriters

of Notes

Citigroup Global Markets Inc.
$
130,000,000
Goldman, Sachs & Co.

130,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated

130,000,000
Barclays Capital Inc.

130,000,000
J.P. Morgan Securities LLC

130,000,000
HSBC Securities (USA) Inc.

50,000,000
Mitsubishi UFJ Securities (USA), Inc.

50,000,000
Mizuho Securities USA Inc.

50,000,000
RBC Capital Markets, LLC

50,000,000
U.S. Bancorp Investments, Inc.

50,000,000
Deutsche Bank Securities Inc.

40,000,000
TD Securities (USA) LLC

40,000,000
BNY Mellon Capital Markets, LLC

10,000,000
The Williams Capital Group, L.P.

10,000,000

Total
$ 1,000,000,000

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 supplement. Any notes sold by the underwriters to securities dealers may be sold at a discount from the public offering
price of up to 0.20% 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 0.15% of the principal amount of
notes. If all the notes are not sold at the public offering price, the underwriters may change such 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
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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.
In addition to the underwriting discounts 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 several underwriters against certain liabilities, including liabilities under the Securities Act of
1933.
Conflict of Interest
The net proceeds from this offering may be used to purchase the Receivables Note. If the Receivables Note is purchased by us,
JPMN, an affiliate of J.P. Morgan Securities LLC, one of the underwriters, may receive an amount in excess of 5% of the net proceeds
from this offering. Such payment, if made, would constitute a "conflict of interest" under Rule 5121 of the Financial Industry
Regulatory Authority ("FINRA"). Because the notes offered hereby have an investment grade rating, no "qualified independent
underwriter" is required to be appointed in connection with the offering. However, no sale of the notes offered hereby will be made
by J.P. Morgan Securities LLC to an account over which it exercises discretion without the prior specific written consent of the
account holder.
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. Certain of the underwriters or their
affiliates are lenders under our revolving credit facilities.
We have been advised by the underwriters as follows: In the ordinary course of their business activities, the underwriters and
their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such
investments and securities activities may involve securities and/or instruments of ours. Certain of the underwriters or their affiliates
that have a lending relationship with us routinely hedge, and certain other of the underwriters may hedge, their credit exposure to us
consistent with their customary risk management policies. Typically, these underwriters and their affiliates would hedge such
exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in
our securities, including potentially the notes offered hereby. Any such credit default swaps or short positions may adversely affect
future trading prices of the notes offered hereby. The underwriters and their affiliates may also make investment recommendations
and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or
recommend to clients that they acquire, long and/or short positions in such securities and instruments.
A member of our Board of Directors is a director of Goldman, Sachs & Co., one of the underwriters.
BNY Mellon Capital Markets, LLC, one of the underwriters, is an affiliate of The Bank of New York Mellon Trust Company,
National Association, the trustee under the indenture.
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.
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