10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended October 27, 2012

Commission File Number 1-6049

TARGET CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota	41-0215170
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1000 Nicollet Mall, Minneapolis, Minnesota	55403
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 612/304-6073

Former name, former address and former fiscal year, if changed since last report: N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                Yes  x  No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).             Yes  x   No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

Large accelerated filer  x  Accelerated filer  o  Non-accelerated filer  o  Smaller Reporting company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                Yes o  No x

Indicate the number of shares outstanding of each of registrant’s classes of common stock, as of the latest practicable date. Total shares of common stock, par value $0.0833, outstanding at November 16, 2012 were 650,794,426.

TARGET CORPORATION

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Operations	1
	Consolidated Statements of Comprehensive Income	2
	Consolidated Statements of Financial Position	3
	Consolidated Statements of Cash Flows	4
	Consolidated Statements of Shareholders’ Investment	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
Signature		28
Exhibit Index		29

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Statements of Operations
	Three Months Ended					Nine Months Ended
	October 27,			October 29,		October 27,			October 29,
(millions, except per share data) (unaudited)	2012			2011		2012			2011
Sales	$	16,601		$	16,054	$	49,589		$	47,529
Credit card revenues	328			348		986			1,048
Total revenues	16,929			16,402		50,575			48,577
Cost of sales	11,569			11,165		34,406			32,874
Selling, general and administrative expenses	3,704			3,525		10,686			10,230
Credit card expenses	106			109		333			283
Depreciation and amortization	542			546		1,603			1,568
Gain on receivables held for sale	(156		)	—		(156		)	—
Earnings before interest expense and income taxes	1,164			1,057		3,703			3,622
Net interest expense	192			200		558			574
Earnings before income taxes	972			857		3,145			3,048
Provision for income taxes	335			302		1,107			1,100
Net earnings	$	637		$	555	$	2,038		$	1,948
Basic earnings per share	$	0.97		$	0.82	$	3.09		$	2.85
Diluted earnings per share	$	0.96		$	0.82	$	3.06		$	2.84
Weighted average common shares outstanding
Basic	654.8			673.2		659.3			682.2
Diluted	662.2			678.3		665.8			686.9

See accompanying Notes to Consolidated Financial Statements.

1

Consolidated Statements of Comprehensive Income
	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
(millions) (unaudited)	2012		2011		2012		2011
Net earnings	$	637	$	555	$	2,038	$	1,948
Other comprehensive income/(loss), net of tax
Pension and other benefit liabilities, net of taxes of $9, $6, $28 and $16	15		9		43		25
Currency translation adjustment and cash flow hedges, net of taxes of $7, $15, $7 and $4	11		(24)		12		(7)
Other comprehensive income/(loss)	26		(15)		55		18
Comprehensive income	$	663	$	540	$	2,093	$	1,966

See accompanying Notes to Consolidated Financial Statements.

2

Consolidated Statements of Financial Position
	October 27,			January 28,			October 29,
(millions)	2012			2012			2011
Assets	(unaudited)						(unaudited)
Cash and cash equivalents, including short-term investments of $800, $194 and $66	$	1,469		$	794		$	821
Credit card receivables, held for sale	5,647			—			—
Credit card receivables, net of allowance of $0, $430 and $431	—			5,927			5,713
Inventory	9,533			7,918			9,890
Other current assets	1,846			1,810			1,948
Total current assets	18,495			16,449			18,372
Property and equipment
Land	6,188			6,122			6,069
Buildings and improvements	27,800			26,837			26,850
Fixtures and equipment	5,280			5,141			5,153
Computer hardware and software	2,418			2,468			2,457
Construction-in-progress	1,365			963			546
Accumulated depreciation	(12,982		)	(12,382		)	(12,035		)
Property and equipment, net	30,069			29,149			29,040
Other noncurrent assets	1,015			1,032			1,035
Total assets	$	49,579		$	46,630		$	48,447
Liabilities and shareholders’ investment
Accounts payable	$	8,050		$	6,857		$	8,053
Accrued and other current liabilities	3,631			3,644			3,273
Unsecured debt and other borrowings	2,528			3,036			2,313
Nonrecourse debt collateralized by credit card receivables	1,500			750			500
Total current liabilities	15,709			14,287			14,139
Unsecured debt and other borrowings	14,526			13,447			12,897
Nonrecourse debt collateralized by credit card receivables	—			250			3,259
Deferred income taxes	1,279			1,191			1,199
Other noncurrent liabilities	1,713			1,634			1,689
Total noncurrent liabilities	17,518			16,522			19,044
Shareholders’ investment
Common stock	55			56			56
Additional paid-in capital	3,854			3,487			3,431
Retained earnings	13,069			12,959			12,340
Accumulated other comprehensive loss
Pension and other benefit liabilities	(581		)	(624		)	(516		)
Currency translation adjustment and cash flow hedges	(45		)	(57		)	(47		)
Total shareholders’ investment	16,352			15,821			15,264
Total liabilities and shareholders’ investment	$	49,579		$	46,630		$	48,447
Common shares outstanding	654.5			669.3			671.4

See accompanying Notes to Consolidated Financial Statements.

3

Consolidated Statements of Cash Flows
	Nine Months Ended
	October 27,			October 29,
(millions) (unaudited)	2012			2011
Operating activities
Net earnings	$	2,038		$	1,948
Reconciliation to cash flow
Depreciation and amortization	1,603			1,568
Share-based compensation expense	74			61
Deferred income taxes	73			397
Bad debt expense	141			67
Gain on receivables held for sale	(156		)	—
Non-cash (gains)/losses and other, net	(15		)	76
Changes in operating accounts:
Accounts receivable originated at Target	97			120
Inventory	(1,615		)	(2,294		)
Other current assets	(98		)	(131		)
Other noncurrent assets	—			49
Accounts payable	1,193			1,428
Accrued and other current liabilities	(109		)	(360		)
Other noncurrent liabilities	122			46
Cash flow provided by operations	3,348			2,975
Investing activities
Expenditures for property and equipment	(2,338		)	(3,750		)
Proceeds from disposal of property and equipment	35			7
Change in accounts receivable originated at third parties	192			253
Other investments	86			(114		)
Cash flow required for investing activities	(2,025		)	(3,604		)
Financing activities
Change in commercial paper, net	—			1,211
Additions to long-term debt	1,971			1,000
Reductions of long-term debt	(1,024		)	(272		)
Dividends paid	(635		)	(549		)
Repurchase of stock	(1,230		)	(1,693		)
Stock option exercises and related tax benefit	279			66
Other	(16		)	1
Cash flow required for financing activities	(655		)	(236		)
Effect of exchange rate changes on cash and cash equivalents	7			(26		)
Net increase (decrease) in cash and cash equivalents	675			(891		)
Cash and cash equivalents at beginning of period	794			1,712
Cash and cash equivalents at end of period	$	1,469		$	821

See accompanying Notes to Consolidated Financial Statements.

4

Consolidated Statements of Shareholders’ Investment
	Common		Stock			Additional					Accumulated Other
	Stock		Par			Paid-in		Retained			Comprehensive
(millions, except footnotes)	Shares		Value			Capital		Earnings			Income/(Loss)			Total
January 29, 2011	704.0		$	59		$	3,311	$	12,698		$	(581	)	$	15,487
Net earnings	—		—			—		2,929			—			2,929
Other comprehensive income	—		—			—		—			(100		)	(100		)
Dividends declared	—		—			—		(777		)	—			(777		)
Repurchase of stock	(37.2	)	(3		)	—		(1,891		)	—			(1,894		)
Stock options and awards	2.5		—			176		—			—			176
January 28, 2012	669.3		$	56		$	3,487	$	12,959		$	(681)		$	15,821
(unaudited)
Net earnings	—		—			—		2,038			—			2,038
Other comprehensive income	—		—			—		—			55			55
Dividends declared	—		—			—		(671		)	—			(671		)
Repurchase of stock	(21.8	)	(2		)	—		(1,257		)	—			(1,259		)
Stock options and awards	7.0		1			367		—			—			368
October 27, 2012	654.5		$	55		$	3,854	$	13,069		$	(626	)	$	16,352

Dividends declared per share were $0.36 and $0.30 for the three months ended October 27, 2012 and October 29, 2011, respectively. For the fiscal year ended January 28, 2012, dividends declared per share were $1.15.

See accompanying Notes to Consolidated Financial Statements.

5

Notes to Consolidated Financial Statements (unaudited)

1. Accounting Policies

The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statement disclosures contained in the 2011 Form 10-K for Target Corporation (Target or the Corporation). The same accounting policies are followed in preparing quarterly financial data as are followed in preparing annual data. See the notes in our Form 10-K for the fiscal year ended January 28, 2012, for those policies. In the opinion of management, all adjustments necessary for a fair presentation of quarterly operating results are reflected herein and are of a normal, recurring nature.

Due to the seasonal nature of our business, quarterly revenues, expenses, earnings and cash flows are not necessarily indicative of the results that may be expected for the full year.

2. Earnings Per Share

Basic earnings per share (EPS) is calculated as net earnings divided by the weighted average number of common shares outstanding during the period. Diluted EPS includes the potentially dilutive impact of share-based awards outstanding at period end, consisting of the incremental shares assumed to be issued upon the exercise of stock options and the incremental shares assumed to be issued under performance share and restricted stock unit arrangements.

Earnings Per Share	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
(millions, except per share data)	2012		2011		2012		2011
Net earnings	$	637	$	555	$	2,038	$	1,948
Basic weighted average common shares outstanding	654.8		673.2		659.3		682.2
Dilutive impact of share-based awards(a)	7.4		5.1		6.5		4.7
Diluted weighted average common shares outstanding	662.2		678.3		665.8		686.9
Basic earnings per share	$	0.97	$	0.82	$	3.09	$	2.85
Diluted earnings per share	$	0.96	$	0.82	$	3.06	$	2.84

(a) Excludes 0.6 million and 6.0 million share-based awards for the three and nine months ended October 27, 2012, respectively, and 13.9 million and 15.6 million share-based awards for the three and nine months ended October 29, 2011, respectively, because their effects were antidilutive.

3. Credit Card Receivables Transaction

On October 22, 2012, we reached an agreement to sell our entire consumer credit card portfolio to TD Bank Group (TD) for cash consideration equal to the gross (par) value of the outstanding receivables at the time of closing. The sale, which is subject to regulatory approval and other customary closing conditions, is expected to close in the first half of 2013. Following close, TD will underwrite, fund and own Target Credit Card and Target Visa receivables in the U.S. TD will control risk management policies and regulatory compliance, and we will perform account servicing and primary marketing functions. We will earn a substantial portion of the profits generated by the Target Credit Card and Target Visa portfolios.

Historically, our credit card receivables were recorded at par value less an allowance for doubtful accounts. With this agreement, our receivables are now classified as held for sale and recorded at the lower of cost (par) or fair value. As a result of this change, we recorded a gain of $156 million in the third quarter of 2012. At closing, this transaction is expected to be accounted for as a sale, and the receivables will no longer be reported on our Consolidated Statements of Financial Position.

4. Fair Value Measurements

Fair value measurements are categorized into one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs available at the measurement date, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data).

6

Fair Value Measurements - Recurring Basis
	Fair Value at October 27, 2012						Fair Value at January 28, 2012						Fair Value at October 29, 2011
(millions)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents
Short-term investments	$	800	$	—	$	—	$	194	$	—	$	—	$	66	$	—	$	—
Other current assets
Interest rate swaps(a)	—		11		—		—		20		—		—		—		—
Prepaid forward contracts	76		—		—		69		—		—		70		—		—
Other	—		—		—		—		—		—		—		6		—
Other noncurrent assets
Interest rate swaps(a)	—		90		—		—		114		—		—		136		—
Company-owned life
insurance investments(b)	—		258		—		—		371		—		—		365		—
Total	$	876	$	359	$	—	$	263	$	505	$	—	$	136	$	507	$	—
Liabilities
Other current liabilities
Interest rate swaps(a)	$	—	$	4	$	—	$	—	$	7	$	—	$	—	$	—	$	—
Other noncurrent liabilities
Interest rate swaps(a)	—		59		—		—		69		—		—		71		—
Total	$	—	$	63	$	—	$	—	$	76	$	—	$	—	$	71	$	—

(a) There was one interest rate swap designated as an accounting hedge in all periods presented. See Note 8 for additional information on interest rate swaps.

(b) Company-owned life insurance investments consist of equity index funds and fixed income assets. Amounts are presented net of nonrecourse loans that are secured by some of these policies. These loan amounts were $807 million at October 27, 2012, $669 million at January 28, 2012 and $665 million at October 29, 2011.

Position	Valuation Technique
Short-term investments	Carrying value approximates fair value because maturities are less than three months.
Prepaid forward contracts	Initially valued at transaction price. Subsequently valued by reference to the market price of Target common stock.
Interest rate swaps	Valuation models are calibrated to initial trade price. Subsequent valuations are based on observable inputs to the valuation model (e.g., interest rates and credit spreads). Model inputs are changed only when corroborated by market data. A credit risk adjustment is made on each swap using observable market credit spreads.
Company-owned life insurance investments	Includes investments in separate accounts that are valued based on market rates credited by the insurer.

The following table presents the carrying amounts and estimated fair values of financial instruments not measured at fair value in the Consolidated Statements of Financial Position. The fair value of marketable securities is determined using available market prices at the reporting date and would be classified as Level 1. The fair value of debt is generally measured using a discounted cash flow analysis based on current market interest rates for similar types of financial instruments and would be classified as Level 2.

7

Financial Instruments Not Measured at Fair Value	October 27, 2012				January 28, 2012				October 29, 2011
	Carrying		Fair		Carrying		Fair		Carrying		Fair
(millions)	Amount		Value		Amount		Value		Amount		Value
Financial assets
Other current assets
Marketable securities(a)	$	75	$	75	$	35	$	35	$	78	$	78
Other noncurrent assets
Marketable securities(a)	4		4		6		6		—		—
Total	$	79	$	79	$	41	$	41	$	78	$	78
Financial liabilities
Total debt(b)	$	16,647	$	19,796	$	15,680	$	18,142	$	17,228	$	19,793
Total	$	16,647	$	19,796	$	15,680	$	18,142	$	17,228	$	19,793

(a)  Held-to-maturity investments that are held to satisfy the regulatory requirements of Target Bank and Target National Bank.

(b) Represents the sum of nonrecourse debt collateralized by credit card receivables and unsecured debt and other borrowings, excluding unamortized swap valuation adjustments and capital lease obligations.

As of October 27, 2012, our consumer credit card receivables are recorded at the lower of cost (par) or fair value because they are classified as held for sale. We estimated the fair value of our consumer credit card portfolio to be approximately $6.0 billion using a cash flow-based, economic-profit model using Level 3 inputs, including the forecasted performance of the portfolio and a market-based discount rate. We used internal data to forecast expected payment patterns and write-offs, revenue, and operating expenses (credit EBIT yield) related to the credit card portfolio. Changes in macroeconomic conditions in the United States could affect the estimated fair value used in our lower of cost (par) or fair value assessment, which could cause gains or losses on our receivables held for sale. A one percentage point change in the forecasted credit EBIT yield would impact our fair value estimate by approximately $33 million. A one percentage point change in the forecasted discount rate would impact our fair value estimate by approximately $7 million. Refer to Note 3 for more information on our credit card receivables transaction. As of January 28, 2012 and October 29, 2011, we estimated that the fair value of our credit card receivables approximated par value.

The carrying amounts of accounts payable and certain accrued and other current liabilities approximate fair value due to their short-term nature.

5. Credit Card Receivables

Historically, our credit card receivables were recorded at par value less an allowance for doubtful accounts. Effective October 27, 2012, our consumer credit card receivables are recorded at the lower of cost (par) or fair value because they are classified as held for sale. Lower of cost (par) or fair value was determined on a segmented basis using the delinquency and credit-quality segmentation we have historically used to help determine the allowance for doubtful accounts.  Many nondelinquent balances are recorded at cost (par) because fair value exceeds cost.  Delinquent balances are generally recorded at fair value, which reflects our expectation of losses on these receivables.  Refer to Note 3 for more information on our credit card receivables transaction.

Credit card receivables are our only significant class of financing receivables. Substantially all past-due accounts accrue finance charges until they are written off. Accounts are written off when they become 180 days past due.

8

Age of Credit Card Receivables	October 27, 2012				January 28, 2012				October 29, 2011
			Percent of				Percent of				Percent of
(dollars in millions)	Amount		Receivables		Amount		Receivables		Amount		Receivables
Current	$	5,355	91.7	%	$	5,791	91.1	%	$	5,568	90.6	%
1-29 days past due	238		4.1		260		4.1		266		4.3
30-59 days past due	82		1.4		97		1.5		109		1.8
60-89 days past due	50		0.9		62		1.0		64		1.1
90+ days past due	111		1.9		147		2.3		137		2.2
Credit card receivables, at par		5,836	100	%		6,357	100	%		6,144	100	%
Lower of cost or fair value adjustment		189				—				—
Allowance for doubtful accounts		—				430				431
Credit card receivables, net	$	5,647			$	5,927			$	5,713

Allowance for Doubtful Accounts

Historically, we recognized an allowance for doubtful accounts in an amount equal to the anticipated future write-offs of existing receivables and uncollectible finance charges and other credit-related fees. We estimated future write-offs on the entire credit card portfolio collectively based on historical experience of delinquencies, risk scores, aging trends and industry risk trends. We continue to recognize an allowance for doubtful accounts and bad debtexpense within our Credit Card Segment, which allows us to evaluate the performance of the portfolio. The allowance for doubtful accounts is eliminated in consolidation to present the receivables at the lower of cost (par) or fair value.

Allowance for Doubtful Accounts	Three Months Ended						Nine Months Ended
	October 27,			October 29,			October 27,			October 29,
(millions)	2012			2011			2012			2011
Allowance at beginning of period	$	365		$	480		$	430		$	690
Bad debt expense	46			40			141			67
Write-offs(a)	(95		)	(122		)	(326		)	(448)
Recoveries(a)	29			33			100			122
Segment allowance at end of period	345			431			345			431
Elimination of segment allowance	345			—			345			—
Allowance at end of period	$	—		$	431		$	—		$	431

(a) Write-offs include the principal amount of losses (excluding accrued and unpaid finance charges), and recoveries include current period collections on previously written-off balances. These amounts combined represent net write-offs.

We monitor both the credit quality and the delinquency status of the credit card receivables portfolio. We consider accounts 30 or more days past due as delinquent, and we update delinquency status daily. We also monitor risk in the portfolio by assigning internally generated scores to each account and by obtaining current FICO scores, a nationally recognized credit scoring model, for a statistically representative sample of accounts each month. The credit-quality segmentation presented below is consistent with the approach we use to determine the allowance for doubtful accounts in our Credit Card Segment.

Receivables Credit Quality	October 27, 2012				January 28, 2012				October 29, 2011
			Percent of				Percent of				Percent of
(dollars in millions)	Amount		Receivables		Amount		Receivables		Amount		Receivables
Nondelinquent accounts
FICO score of 700 or above	$	2,728	46.7	%	$	2,882	45.4	%	$	2,775	45.2	%
FICO score of 600 to 699	2,334		40.0		2,463		38.7		2,404		39.1
FICO score below 600	531		9.1		706		11.1		655		10.7
Total nondelinquent accounts	5,593		95.8		6,051		95.2		5,834		95.0
Delinquent accounts (30+ days past due)	243		4.2		306		4.8		310		5.0
Credit card receivables, at par	$	5,836	100	%	$	6,357	100	%	$	6,144	100	%
Lower of cost or fair value adjustment		189				—				—
Allowance for doubtful accounts		—				430				431
Credit card receivables, net	$	5,647			$	5,927			$	5,713

9

Funding for Credit Card Receivables

As a method of providing funding for our credit card receivables, we sell, on an ongoing basis, all of our consumer credit card receivables to Target Receivables LLC (TR LLC), a wholly owned, bankruptcy remote subsidiary. TR LLC then transfers the receivables to the Target Credit Card Master Trust (the Trust), which from time to time will sell debt securities to third parties, either directly or through a related trust. These debt securities represent undivided interests in the Trust assets. TR LLC uses the proceeds from the sale of debt securities and its share of collections on the receivables to pay the purchase price of the receivables to the Corporation.

We consolidate the receivables within the Trust and any debt securities issued by the Trust, or a related trust, in our Consolidated Statements of Financial Position. The receivables transferred to the Trust are not available to general creditors of the Corporation.

Interests in our credit card receivables issued by the Trust are accounted for as secured borrowings. Interest and principal payments are satisfied provided the cash flows from the Trust assets are sufficient and are nonrecourse to the general assets of the Corporation. If the cash flows are less than the periodic interest, the available amount, if any, is paid with respect to interest. Interest shortfalls will be paid to the extent subsequent cash flows from the assets in the Trust are sufficient. Future principal payments will be made from the third party’s pro rata share of cash flows from the Trust assets.

Securitized Borrowings	October 27, 2012				January 28, 2012				October 29, 2011
(millions)	Debt Balance		Collateral		Debt Balance		Collateral		Debt Balance		Collateral
2008 Series	$	—	$	—	$	—	$	—	$	2,759	$	2,828
2006/2007 Series	1,500		1,899		1,000		1,266		1,000		1,266
Total	$	1,500	$	1,899	$	1,000	$	1,266	$	3,759	$	4,094

In March 2012, we amended the 2006/2007 Series Variable Funding Certificate to obtain additional funding of $500 million and to extend the maturity to 2013. Parties who hold the Variable Funding Certificate receive interest at a variable short-term market rate. We will repay this borrowing at par concurrent with the closing of the credit card receivables transaction described in Note 3.

6. Commitments and Contingencies

We are exposed to claims and litigation arising in the ordinary course of business, and use various methods to resolve these matters in a manner that we believe serves the best interest of our shareholders and other constituents. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable liabilities. We do not believe that any of the currently identified claims or litigation will be material to our results of operations, cash flows or financial condition.

7. Notes Payable and Long-Term Debt

We obtain short-term financing from time to time under our commercial paper program, a form of notes payable.

Commercial Paper	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
(dollars in millions)	2012		2011		2012		2011
Maximum daily amount outstanding during the period	$	—	$	1,211	$	620	$	1,211
Average daily amount outstanding during the period	$	—	$	351	$	134	$	227
Amount outstanding at period-end	$	—	$	1,211	$	—	$	1,211
Weighted average interest rate	n/a		0.11%		0.16%		0.11%

In June 2012, we issued $1.5 billion of unsecured fixed rate debt at 4.0% that matures in July 2042. Proceeds from this issuance were used for general corporate purposes.

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8. Derivative Financial Instruments

Historically our derivative instruments have primarily consisted of interest rate swaps used to mitigate interest rate risk. We have counterparty credit risk with large global financial institutions resulting from our derivative instruments. We monitor this concentration of counterparty credit risk on an ongoing basis. See Note 4 for a description of the fair value measurement of our derivative instruments and their classification on the Consolidated Statements of Financial Position.

As of October 27, 2012 and October 29, 2011, one swap was designated as a fair value hedge for accounting purposes, and no ineffectiveness was recognized during the three or nine months ended October 27, 2012 or October 29, 2011.

Periodic payments, valuation adjustments and amortization of gains or losses on our derivative contracts had the following effect on our Consolidated Statements of Operations:

Derivative Contracts - Effect on Results of Operations		Three Months Ended				Nine Months Ended
(millions)		October 27,		October 29,		October 27,		October 29,
Type of Contract	Classification of Income/(Expense)	2012		2011		2012		2011
Interest rate swaps	Net interest expense	$	12	$	10	$	32	$	32

The amount remaining on unamortized hedged debt valuation gains from terminated or de-designated interest rate swaps that will be amortized into earnings over the remaining lives of the underlying debt totaled $84 million, $111 million and $122 million, at October 27, 2012, January 28, 2012 and October 29, 2011, respectively.

9. Income Taxes

We file a U.S. federal income tax return and income tax returns in various states and foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations for years before 2011 and, with few exceptions, are no longer subject to state and local or non-U.S. income tax examinations by tax authorities for years before 2003.

At October 27, 2012, foreign net operating loss carryforwards of approximately $470 million (resulting in a $125 million deferred tax asset) are available to offset future income. These carryforwards expire in 2032 and are expected to be fully utilized prior to expiration.

It is reasonably possible that the amount of our unrecognized tax benefits will significantly increase or decrease during the next twelve months; however, an estimate of the amount or range of the change cannot be made at this time.

10. Share Repurchase

We repurchase shares primarily through open market transactions under a $5 billion share repurchase program authorized by our Board of Directors in January 2012. During the first quarter of 2012, we completed a $10 billion share repurchase program that was authorized by our Board of Directors in November 2007.

Share Repurchases	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
(millions, except per share data)	2012		2011		2012		2011
Total number of shares purchased	1.7		4.5		21.8		34.1
Average price paid per share	$	62.90	$	50.45	$	57.53	$	50.76
Total investment	$	104	$	226	$	1,255	$	1,733

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Of the shares repurchased, a portion was delivered upon settlement of prepaid forward contracts as follows:

Settlement of Prepaid Forward Contracts(a)	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
(millions)	2012		2011		2012		2011
Total number of shares purchased	0.1		0.5		0.5		0.8
Total cash investment	$	4	$	26	$	25	$	40
Aggregate market value(b)	$	5	$	26	$	29	$	40

(a) These contracts are among the investment vehicles used to reduce our economic exposure related to our nonqualified deferred compensation plans. The details of our positions in prepaid forward contracts are provided in Note 11.

(b)  At their respective settlement dates.

11. Pension, Postretirement Health Care and Other Benefits

We have qualified defined benefit pension plans covering team members who meet age and service requirements, including in certain circumstances, date of hire. We also have unfunded nonqualified pension plans for team members with qualified plan compensation restrictions. Eligibility for, and the level of, these benefits varies depending on team members’ date of hire, length of service and/or team member compensation. Upon early retirement and prior to Medicare eligibility, team members also become eligible for certain health care benefits if they meet minimum age and service requirements and agree to contribute a portion of the cost. Effective January 1, 2009, our qualified defined benefit pension plan was closed to new participants, with limited exceptions.

Net Pension Benefits Expense	Three Months Ended						Nine Months Ended
	October 27,			October 29,			October 27,			October 29,
(millions)	2012			2011			2012			2011
Service cost benefits earned during the period	$	30		$	29		$	90		$	87
Interest cost on projected benefit obligation	35			34			105			103
Expected return on assets	(55		)	(51		)	(165		)	(153)
Amortization of losses	26			16			78			50
Amortization of prior service cost	—			—			—			(2)
Total	$	36		$	28		$	108		$	85

Net Postretirement Health Care Benefits Expense	Three Months Ended						Nine Months Ended
	October 27,			October 29,			October 27,			October 29,
(millions)	2012			2011			2012			2011
Service cost benefits earned during the period	$	3		$	3		$	7		$	7
Interest cost on projected benefit obligation	1			1			2			3
Expected return on assets	—			—			—			—
Amortization of losses	—			1			2			3
Amortization of prior service cost	(3		)	(3		)	(7		)	(7)
Total	$	1		$	2		$	4		$	6

We are not required to make any contributions in 2012. However, depending on investment performance and plan funded status, we may elect to make a contribution.

Our unfunded, nonqualified deferred compensation plan is offered to approximately 3,000 current and retired team members whose participation in our 401(k) plan is limited by statute or regulation. These team members choose from a menu of crediting rate alternatives that are the same as the investment choices in our 401(k) plan, including Target common stock. We credit an additional 2 percent per year to the accounts of all active participants, excluding members of our management executive committee, in part to recognize the risks inherent to their participation in a plan of this nature. We also maintain a nonqualified, unfunded deferred compensation plan that was frozen during 1996, covering substantially fewer than 100 participants, most of whom are retired. In this plan, deferred compensation earns returns tied to market levels of interest rates plus an additional 6 percent return, with a minimum of 12 percent and a maximum of 20 percent, as determined by the plan’s terms.

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We mitigate some of our risk of offering the nonqualified plans through investing in vehicles, including company-owned life insurance and prepaid forward contracts in our own common stock, that offset a substantial portion of our economic exposure to the returns of these plans. These investment vehicles are general corporate assets and are marked to market with the related gains and losses recognized in the Consolidated Statements of Operations in the period they occur.

The total change in fair value for contracts indexed to our own common stock recognized in earnings was pretax income of $3 million and $6 million for the three months ended October 27, 2012 and October 29, 2011, and pretax income of $18 million and $3 million for the nine months ended October 27, 2012 and October 29, 2011, respectively. For the nine months ended October 27, 2012 and October 29, 2011, we invested $19 million and $44 million, respectively, in such investment instruments, and this activity is included in the Consolidated Statements of Cash Flows within other investing activities. Adjusting our position in these investment vehicles may involve repurchasing shares of Target common stock when settling the forward contracts as described in Note 10. The settlement dates of these instruments are regularly renegotiated with the counterparty.

Prepaid Forward Contracts on Target Common Stock
	Number of	Contractual		Contractual		Total Cash
(millions, except per share data)	Shares	Price Paid		Fair Value		Investment
October 29, 2011	1.3	$	43.78	$	70	$	55
January 28, 2012	1.4	44.21		69		61
October 27, 2012	1.2	45.46		76		54

12. Segment Reporting

Our segment measure of profit is used by management to evaluate the return on our investment and to make operating decisions.

Business Segment Results	Three Months Ended October 27, 2012										Three Months Ended October 29, 2011
			U.S.										U.S.
	U.S.		Credit								U.S.		Credit
(millions)	Retail		Card		Canadian			Total			Retail		Card		Canadian			Total
Sales/Credit card revenues	$	16,601	$	328	$	—		$	16,929		$	16,054	$	348	$	—		$	16,402
Cost of sales	11,569		—		—			11,569			11,165		—		—			11,165
Bad debt expense(a)	—		46		—			46			—		40		—			40
Selling, general and administrative/ Operations and marketing
expenses(a), (b)	3,553		138		72			3,764			3,433		143		18			3,594
Depreciation and amortization	516		3		24			542			525		4		17			546
Segment EBIT (c)	963		141		(96		)	1,008			931		161		(35		)	1,057
Interest expense on nonrecourse debt collateralized by credit card receivables (d)	—		3		—			3			—		18		—			18
Segment profit/(loss)	$	963	$	138	$	(96	)	$	1,005		$	931	$	143	$	(35	)	$	1,039
Unallocated (income) and expenses:
Other net interest expense (d)								189										182
Gain on receivables held for sale (e)								(156		)								—
Earnings before income taxes								$	972									$	857

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Business Segment Results	Nine Months Ended October 27, 2012										Nine Months Ended October 29, 2011
			U.S.										U.S.
	U.S.		Credit								U.S.		Credit
(millions)	Retail		Card		Canadian			Total			Retail		Card		Canadian			Total
Sales/Credit card revenues	$	49,589	$	986	$	—		$	50,575		$	47,529	$	1,048	$	—		$	48,577
Cost of sales	34,406		—		—			34,406			32,874		—		—			32,874
Bad debt expense(a)	—		141		—			141			—		67		—			67
Selling, general and administrative/ Operations and marketing
expenses(a), (b)	10,315		409		154			10,878			9,988		405		53			10,446
Depreciation and amortization	1,526		11		67			1,603			1,527		13		28			1,568
Segment EBIT (c)	3,342		425		(221		)	3,547			3,140		563		(81		)	3,622
Interest expense on nonrecourse debt collateralized by credit card receivables (d)	—		8		—			8			—		55		—			55
Segment profit/(loss)	$	3,342	$	417	$	(221	)	$	3,539		$	3,140	$	508	$	(81	)	$	3,567
Unallocated (income) and expenses:
Other net interest expense (d)								550										519
Gain on receivables held for sale (e)								(156		)								—
Earnings before income taxes								$	3,145									$	3,048

Note: The sum of the segment amounts may not equal the total amounts due to rounding.

(a) The combination of bad debt expense and operations and marketing expenses, less amounts the U.S. Retail Segment charges the U.S. Credit Card Segment for loyalty programs, within the U.S. Credit Card Segment represent credit card expenses on the Consolidated Statements of Operations.

(b) Loyalty program charges were $78 million and $74 million for the three months ended October 27, 2012 and October 29, 2011, respectively, and $217 million and $189 million for the nine months ended October 27, 2012 and October 29, 2011, respectively. In all periods, these amounts were recorded as reductions to SG&A expenses within the U.S. Retail Segment and increases to operations and marketing expenses within the U.S. Credit Card Segment.

(c) The combination of Segment EBIT and the gain on receivables held for sale represents earnings before interest expense and income taxes on the Consolidated Statements of Operations.

(d) The combination of interest expense on nonrecourse debt collateralized by credit card receivables and other net interest expense represent net interest expense on the Consolidated Statements of Operations.

(e) Refer to Note 3 for more information on our credit card receivables transaction.

Total Assets by Segment	October 27,		January 28,		October 29,
(millions)	2012		2012		2011
U.S. Retail	$	39,717	$	37,108	$	39,142
U.S. Credit Card	5,736		6,135		5,978
Canadian	3,970		3,387		3,327
Total segment assets	49,423		46,630		48,447
Unallocated assets (a)	156		—		—
Total assets	$	49,579	$	46,630	$	48,447

(a) Represents the net adjustment to eliminate our allowance for doubtful accounts and record our credit card receivables at lower of cost (par) or fair value.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

Consolidated revenues were $16,929 million for the three months ended October 27, 2012, an increase of $527 million or 3.2 percent from the same period in the prior year. Consolidated earnings before interest expense and income taxes for third quarter 2012 increased by $107 million or 10.1 percent from third quarter 2011 to $1,164 million. Cash flow provided by operations was $3,348 million and $2,975 million for the nine months ended October 27, 2012 and October 29, 2011, respectively. Diluted earnings per share in the third quarter increased 17.6 percent to $0.96 from $0.82 in the same period a year ago. Adjusted diluted earnings per share, which we believe is useful in providing period-to-period comparisons of the results of our U.S. operations, increased 4.3 percent to $0.90 in third quarter 2012 from $0.86 in the same period a year ago.

Earnings Per Share	Three Months Ended							Nine Months Ended
	October 27,			October 29,				October 27,		October 29,
	2012			2011		Change		2012		2011		Change
GAAP diluted earnings per share	$	0.96		$	0.82	17.6	%	$	3.06	$	2.84	7.9	%
Adjustments(a)	(0.06		)	0.04				0.06		0.09
Adjusted diluted earnings per share	$	0.90		$	0.86	4.3	%	$	3.12	$	2.93	6.8	%

Note: A reconciliation of non-GAAP financial measures to GAAP measures is provided on page 22.

(a) Adjustments represent the diluted EPS impact of our planned 2013 Canadian market entry, the gain on receivables held for sale and favorable resolution of various income tax matters.

Our financial results for the third quarter of 2012 in our U.S. Retail Segment reflect increased sales of 3.4 percent over the same period last year due to a 2.9 percent comparable-store increase combined with the contribution from new stores. Our third quarter 2012 U.S. Retail Segment EBITDA margin rate decreased slightly from the prior period, primarily due to a lower gross margin rate driven by the impact of our 5% REDcard Rewards program and our store remodel program. Our EBIT margin rate remained consistent with the prior year.

In the U.S. Credit Card Segment, we experienced a decrease in segment profit due to annualizing over a significant reserve reduction in the prior year and lower finance charge revenue resulting from a smaller portfolio, partially offset by lower interest expense.

During the three and nine months ended October 27, 2012, loss before interest expense and income taxes in our Canadian Segment totaled $96 million and $221 million, respectively, comprised of start-up costs and depreciation, compared to $35 million and $81 million during the three and nine months ended October 29, 2011, respectively.

Credit Card Receivables Transaction

On October 22, 2012, we reached an agreement to sell our entire consumer credit card portfolio to TD Bank Group (TD) for cash consideration equal to the gross (par) value of the outstanding receivables at the time of closing.  The sale, which is subject to regulatory approval and other customary closing conditions, is expected to close in the first half of 2013.  Following close, TD will underwrite, fund and own Target Credit Card and Target Visa receivables in the U.S.  TD will control risk management policies and regulatory compliance, and we will perform account servicing and primary marketing functions.  We will earn a substantial portion of the profits generated by the Target Credit Card and Target Visa portfolios.  We expect to apply the proceeds from the sale in a manner that will preserve our strong investment-grade credit ratings.  Specifically, we expect to apply approximately 90 percent of net transaction proceeds to reduce our net debt position, including repaying the 2006/2007 Series Variable Funding Certificate at par, with the remainder applied to our current share repurchase program over time.

With this agreement, our receivables are now classified as held for sale and recorded at the lower of cost (par) or fair value. We recorded a gain of $156 million outside of our segments in the third quarter of 2012, representing the net adjustment to eliminate our allowance for doubtful accounts and record our receivables at lower of cost (par) or fair value.  This transaction is expected to be accounted for as a sale upon closing, and the receivables will no longer be reported on our Consolidated Statements of Financial Position. At closing, we expect to recognize a gain of approximately $350 million to $450 million related to consideration received in excess of the recorded amount of receivables. Consideration received will include cash equal to the par value of the receivables and the fair value of a beneficial interest asset. The beneficial interest effectively represents a receivable for the present value of future profit-sharing we expect to earn on the receivables sold.  Based on historical payment patterns, we estimate that the beneficial interest

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asset will be reduced over a four year period, with larger reductions in the early years. As a result, a portion of the profit-sharing payments we receive from TD in the first four years of the arrangement will not be recorded as income.

Beginning with the fiscal quarter in which this transaction closes, income from the profit-sharing arrangement, net of account servicing expenses, will be recognized within SG&A expenses in our U.S. Retail Segment, and we will no longer report a U.S. Credit Card Segment.

Analysis of Results of Operations

U.S. Retail Segment

U.S. Retail Segment Results	Three Months Ended						Nine Months Ended
	October 27,		October 29,		Percent		October 27,		October 29,		Percent
(dollars in millions)	2012		2011		Change		2012		2011		Change
Sales	$	16,601	$	16,054	3.4	%	$	49,589	$	47,529	4.3	%
Cost of sales	11,569		11,165		3.6		34,406		32,874		4.7
Gross margin	5,032		4,889		2.9		15,183		14,655		3.6
SG&A expenses(a)	3,553		3,433		3.5		10,315		9,988		3.3
EBITDA	1,479		1,456		1.6		4,868		4,667		4.3
Depreciation and amortization	516		525		(1.7	)	1,526		1,527		(0.1	)
EBIT	$	963	$	931	3.4	%	$	3,342	$	3,140	6.4	%

EBITDA is earnings before interest expense, income taxes, depreciation and amortization.

EBIT is earnings before interest expense and income taxes.

Note: See Note 12 to our consolidated financial statements for a reconciliation of our segment results to earnings before income taxes.

(a) Loyalty program charges were $78 million and $74 million for the three months ended October 27, 2012 and October 29, 2011, respectively, and $217 million and $189 million for the nine months ended October 27, 2012 and October 29, 2011, respectively. In all periods, these amounts were recorded as reductions to SG&A expenses within the U.S. Retail Segment and increases to operations and marketing expenses within the U.S. Credit Card Segment.

U.S. Retail Segment Rate Analysis	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
	2012		2011		2012		2011
Gross margin rate	30.3	%	30.5	%	30.6	%	30.8	%
SG&A expense rate	21.4		21.4		20.8		21.0
EBITDA margin rate	8.9		9.1		9.8		9.8
Depreciation and amortization expense rate	3.1		3.3		3.1		3.2
EBIT margin rate	5.8		5.8		6.7		6.6

Rate analysis metrics are computed by dividing the applicable amount by sales.

Sales

Sales include merchandise sales, net of expected returns, from our stores and our online business, as well as gift card breakage. See Item 1 in our Form 10-K for the fiscal year ended January 28, 2012 for a description of our product categories.

Sales by Product Category	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
	2012		2011		2012		2011
Household essentials	26	%	26	%	26	%	26	%
Hardlines	14		15		15		17
Apparel and accessories	20		20		20		20
Food and pet supplies	21		20		21		19
Home furnishings and décor	19		19		18		18
Total	100	%	100	%	100	%	100	%

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Comparable-store sales is a measure that highlights the performance of our existing stores by measuring the change in sales for such stores for a period over the comparable, prior-year period of equivalent length. The method of calculating comparable-store sales varies across the retail industry. As a result, our comparable-store sales calculation is not necessarily comparable to similarly titled measures reported by other companies.

Comparable-Store Sales	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
	2012		2011		2012		2011
Comparable-store sales change	2.9	%	4.3	%	3.7	%	3.4	%
Drivers of change in comparable-store sales:
Number of transactions	0.5		0.3		1.0		0.4
Average transaction amount	2.4		4.1		2.7		3.1
Selling price per unit	1.2		1.6		1.6		0.2
Units per transaction	1.2		2.5		1.0		2.9

Comparable-store sales are sales from our online business and stores open longer than one year, including sales from stores that have been remodeled or expanded while remaining open (including our current store remodel program) and sales from stores that have been relocated to new buildings of the same format within the same trade area, in which the new store opens at about the same time as the old store closes. Comparable-store sales do not include sales from general merchandise stores that have been converted, or relocated within the same trade area, to a SuperTarget store format or sales from stores that were intentionally closed to be remodeled, expanded or reconstructed.

The collective interaction of a broad array of macroeconomic, competitive and consumer behavioral factors, as well as sales mix, and transfer of sales to new stores makes further analysis of sales metrics infeasible.

Credit is offered to qualified guests through our branded proprietary credit cards: the Target Visa Credit Card and the Target Credit Card (Target Credit Cards). Additionally, we offer a branded proprietary Target Debit Card. Collectively, we refer to these products as REDcards®. Guests receive a 5 percent discount on virtually all purchases at checkout every day when they use a REDcard at any Target store or on Target.com.

We monitor the percentage of store sales that are paid for using REDcards (REDcard Penetration), because our internal analysis has indicated that a meaningful portion of the incremental purchases on our REDcards are also incremental sales for Target, with the remainder representing a shift in tender type.

REDcard Penetration	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
	2012		2011		2012		2011
Target Credit Cards	8.0	%	6.9	%	7.6	%	6.5	%
Target Debit Card	6.0		2.6		5.2		2.1
Total store REDcard penetration	14.0	%	9.5	%	12.8	%	8.6	%

Gross Margin Rate

For the three and nine months ended October 27, 2012, our gross margin rate was 30.3 percent and 30.6 percent, respectively, decreasing from 30.5 percent and 30.8 percent in the comparable periods last year. These decreases are the result of our integrated growth strategies of our 5% REDcard Rewards program and our store remodel program, which impacted the rate by nearly 0.4 percent in each period, partially offset by underlying rate improvements within categories.

Selling, General and Administrative Expense Rate

For the three and nine months ended October 27, 2012, the SG&A expense rate was 21.4 percent and 20.8 percent, respectively, as compared to 21.4 percent and 21.0 percent in the comparable periods last year.  For the three and nine months ended October 27, 2012, we experienced improvement in store hourly payroll expense. For the three month period, this improvement was offset by technology and multichannel investments.

SG&A expenses exclude depreciation and amortization, as well as expenses associated with our credit card operations, which are reflected separately in our Consolidated Statements of Operations.

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Depreciation and Amortization Expense Rate

For the three and nine months ended October 27, 2012, our depreciation and amortization expense rate was 3.1 percent in both periods, compared with 3.3 percent and 3.2 percent in the respective prior year periods.

Store Data

Change in Number of Stores	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
	2012		2011		2012		2011
Beginning store count	1,772		1,762		1,763		1,750
Opened	10		6		22		21
Closed	—		—		(1	)	—
Relocated	(1	)	(1	)	(3	)	(4	)
Ending store count	1,781		1,767		1,781		1,767

For the first three quarters of 2012, we remodeled 252 stores, compared with 394 in the comparable prior year period.

Number of Stores and	Number of Stores						Retail Square Feet(a)
Retail Square Feet	October 27	,	January 28	,	October 29	,	October 27	,	January 28	,	October 29	,
	2012		2012		2011		2012		2012		2011
Target general merchandise stores	395		637		640		47,038		76,999		77,349
Expanded food assortment stores	1,130		875		875		146,087		114,219		114,218
SuperTarget stores	251		251		252		44,500		44,503		44,681
CityTarget stores	5		—		—		514		—		—
Total	1,781		1,763		1,767		238,139		235,721		236,248

(a) In thousands; reflects total square feet, less office, distribution center and vacant space.

U.S. Credit Card Segment

Credit is offered to qualified guests through the Target Credit Cards, which support our core retail operations and are important contributors to our overall profitability and engagement with our guests. Credit card revenues are comprised of finance charges, late fees and other revenue, and third party merchant fees, which are amounts received from merchants who accept the Target Visa Credit Card.

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U.S. Credit Card Segment Results	Three Months Ended				Three Months Ended
	October 27, 2012				October 29, 2011
			Annualized				Annualized
(dollars in millions)	Amount		Rate(d)		Amount		Rate(d)
Finance charge revenue	$        265		18.0	%	$        279		18.1	%
Late fees and other revenue	44		3.0		47		3.1
Third party merchant fees	19		1.3		22		1.4
Total revenue	328		22.3		348		22.5
Bad debt expense	46		3.1		40		2.6
Operations and marketing expenses(a)	138		9.4		143		9.2
Depreciation and amortization	3		0.2		4		0.3
Total expenses	187		12.7		187		12.1
EBIT	141		9.6		161		10.4
Interest expense on nonrecourse debt
collateralized by credit card receivables	3				18
Segment profit	$        138				$        143
Average receivables funded by Target(b)	$     4,393				$     2,427
Segment pretax ROIC(c)	12.5	%			23.6	%

U.S. Credit Card Segment Results	Nine Months Ended				Nine Months Ended
	October 27, 2012				October 29, 2011
			Annualized				Annualized
(dollars in millions)	Amount		Rate(d)		Amount		Rate(d)
Finance charge revenue	$        801		17.9	%	$        849		18.0	%
Late fees and other revenue	126		2.8		133		2.8
Third party merchant fees	59		1.3		66		1.4
Total revenue	986		22.1		1,048		22.2
Bad debt expense	141		3.2		67		1.4
Operations and marketing expenses(a)	409		9.2		405		8.6
Depreciation and amortization	11		0.2		13		0.3
Total expenses	561		12.5		485		10.3
EBIT	425		9.5		563		11.9
Interest expense on nonrecourse debt
collateralized by credit card receivables	8				55
Segment profit	$        417				$        508
Average receivables funded by Target(b)	$     4,557				$     2,443
Segment pretax ROIC(c)	12.2	%			27.7	%

Note: See Note 12 to our Consolidated Financial Statements for a reconciliation of our segment results to earnings before income taxes.

(a) See footnote (a) to our U.S. Retail Segment Results table on page 16 for an explanation of our loyalty program charges.

(b) Amounts represent the portion of average credit card receivables, at par, funded by Target. These amounts exclude $1,500 million and $1,395 million for the three and nine months ended October 27, 2012, respectively, and $3,754 million and $3,843 million for the three and nine months ended October 29, 2011, respectively, of receivables funded by nonrecourse debt collateralized by credit card receivables.

(c) ROIC is return on invested capital, and this rate equals our segment profit divided by average credit card receivables, at par, funded by Target, expressed as an annualized rate. This measure has decreased significantly, primarily due to our voluntary retirement of our 2008 series securitization in January 2012, increasing the average receivables funded by Target.

(d) As an annualized percentage of average credit card receivables, at par.

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Spread Analysis - Total Portfolio	Three Months Ended			Three Months Ended
	October 27, 2012			October 29, 2011
		Annualized			Annualized
(dollars in millions)	Amount	Rate		Amount	Rate
EBIT	$            141	9.6%	(c)	$              161	10.4%	(c)
LIBOR(a)		0.2%			0.2%
Spread to LIBOR(b)	$            138	9.3%	(c)	$              158	10.2%	(c)

	Nine Months Ended			Nine Months Ended
	October 27, 2012			October 29, 2011
		Annualized			Annualized
(dollars in millions)	Amount	Rate		Amount	Rate
EBIT	$            425	9.5%	(c)	$              563	11.9%	(c)
LIBOR(a)		0.2%			0.2%
Spread to LIBOR(b)	$            415	9.3%	(c)	$              552	11.7%	(c)

Note: Numbers are individually rounded.

(a) Balance-weighted one-month LIBOR.

(b) Spread to LIBOR is a metric used to analyze the performance of our total credit card portfolio because the majority of our portfolio earns finance charge revenue at rates tied to the Prime Rate, and the interest rate on all nonrecourse debt collateralized by credit card receivables is tied to LIBOR.

(c) As an annualized percentage of average credit card receivables, at par.

Our primary measure of segment profit is the EBIT generated by our credit card receivables portfolio less the interest expense on nonrecourse debt collateralized by credit card receivables. We also measure the performance of our overall credit card receivables portfolio by calculating the dollar Spread to LIBOR at the portfolio level. This metric approximates overall financial performance of the entire credit card portfolio we manage by measuring the difference between EBIT earned on the portfolio and a hypothetical benchmark rate financing cost applied to the entire portfolio. The interest rate on all nonrecourse debt collateralized by credit card receivables is tied to LIBOR.

Total revenue decreased primarily due to lower average receivables resulting in reduced finance charge revenue. Segment expense increases were driven by higher bad debt expense primarily attributable to annualizing over a significant reduction in the reserve from the prior year. Interest expense on nonrecourse debt declined from last year due to a decrease in nonrecourse debt collateralized by credit card receivables.

Receivables Rollforward Analysis	Three Months Ended		Nine Months Ended
	October 27,	October 29,	October 27,	October 29,
(dollars in millions)	2012	2011	2012	2011
Beginning credit card receivables, at par	$     5,905	$     6,202	$     6,357	$     6,843
Charges at Target	1,456	1,205	4,142	3,348
Charges at third parties	1,143	1,283	3,488	3,886
Payments	(2,902)	(2,784)	(8,837)	(8,577)
Other	234	238	686	644
Period-end credit card receivables, at par	$     5,836	$     6,144	$     5,836	$     6,144
Average credit card receivables, at par	$     5,893	$     6,181	$     5,952	$     6,287
Accounts with three or more payments (60+ days) past due as a percentage of period-end credit card receivables, at par	2.8%	3.3%	2.8%	3.3%
Accounts with four or more payments (90+ days) past due as a percentage of period-end credit card receivables, at par	1.9%	2.2%	1.9%	2.2%

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Allowance for Doubtful Accounts	Three Months Ended		Nine Months Ended
	October 27,	October 29,	October 27,	October 29,
(dollars in millions)	2012	2011	2012	2011
Allowance at beginning of period	$     365	$     480	$     430	$     690
Bad debt expense	46	40	141	67
Write-offs(a)	(95)	(122)	(326)	(448)
Recoveries(a)	29	33	100	122
Segment allowance at end of period	$     345	$     431	$     345	$     431
As a percentage of period-end credit card receivables, at par	5.9%	7.0%	5.9%	7.0%
Net write-offs as an annualized percentage of average
credit card receivables, at par	4.5%	5.7%	5.1%	6.9%

(a) Write-offs include the principal amount of losses (excluding accrued and unpaid finance charges), and recoveries include current period collections on previously written-off balances. These amounts combined represent net write-offs.

Period-end and average credit card receivables, at par, have declined because of an increase in payment rates and a decrease in Target Visa Credit Card charges at third parties, partially offset by an increase in charges at Target. The decrease in charges on our credit cards at third parties is primarily due to the fact that we no longer issue new Target Visa accounts.

Canadian Segment

During the three and nine months ended October 27, 2012, start-up costs totaled $72 million and $154 million, respectively, compared with $18 million and $53 million in the comparable prior-year periods, and primarily consisted of compensation, benefits and third-party service expenses. Additionally, we recorded $24 million and $67 million in depreciation for the three and nine months ended October 27, 2012, respectively, compared with $17 million and $28 million in the comparable prior year periods, related to capital lease assets and leasehold interests.

Other Performance Factors

Net Interest Expense

Net interest expense for the three and nine months ended October 27, 2012 was $192 million and $558 million, respectively, including $20 million and $58 million, respectively, of interest on Canadian capitalized leases. For the three and nine months ended October 29, 2011, net interest expense was $200 million and $574 million, respectively, including $15 million and $25 million, respectively, of interest on Canadian capitalized leases.

Provision for Income Taxes

Our effective income tax rate for the three and nine months ended October 27, 2012 was 34.5 percent and 35.2 percent, respectively, down from 35.3 percent and 36.1 percent for the three and nine months ended October 29, 2011, respectively. This change is primarily due to an increase in the benefit related to the favorable resolution of various income tax matters of $25 million and $57 million, respectively, in the three and nine months ended October 27, 2012, compared with $6 million and $15 million in the comparable prior year periods. These benefits were partially offset by the unfavorable impact of increased losses in Canada, which are taxed at lower rates than our U.S. earnings.

21

Reconciliation of Non-GAAP Financial Measures to GAAP Measures

Our segment measure of profit is used by management to evaluate the return we are achieving on our investment and to make operating decisions. To provide additional transparency, we have disclosed non-GAAP adjusted diluted earnings per share, which excludes the impact of our planned 2013 Canadian market entry, the gain on receivables held for sale and favorable resolution of various income tax matters. We believe this information is useful in providing period-to-period comparisons of the results of our U.S. operations. This measure is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. The most comparable GAAP measure is diluted earnings per share. Non-GAAP adjusted EPS should not be considered in isolation or as a substitution for analysis of our results as reported under GAAP. Other companies may calculate non-GAAP adjusted EPS differently than we do, limiting the usefulness of the measure for comparisons with other companies.

Reconciliation of Non-GAAP Financial Measures to GAAP Measures
			U.S.
	U.S.		Credit		Total							Consolidated
(millions, except per share data)	Retail		Card		U.S.		Canada		Other			GAAP Total
Three Months Ended October 27, 2012
Segment profit	$	963	$	138	$	1,100	$	(96)	$	—		$	1,005
Other net interest expense(a)					168		20		—			189
Gain on receivables held for sale					—		—		(156)			(156)
Earnings before income taxes					932		(116)		156			972
Provision for income taxes(b)					337		(33)		31		(d)	335
Net earnings					$	595	$	(83)	$	125		$	637
Diluted earnings per share(c)					$	0.90	$	(0.13)	$	0.19		$	0.96
Three Months Ended October 29, 2011
Segment profit	$	931	$	143	$	1,074	$	(35)	$	—		$	1,039
Other net interest expense(a)					167		15		—			182
Earnings before income taxes					907		(50)		—			857
Provision for income taxes(b)					323		(15)		(6)		(d)	302
Net earnings					$	584	$	(35)	$	6		$	555
Diluted earnings per share(c)					$	0.86	$	(0.05)	$	0.01		$	0.82
Nine Months Ended October 27, 2012
Segment profit	$	3,342	$	417	$	3,759	$	(221)	$	—		$	3,539
Other net interest expense(a)					491		58		—			550
Gain on receivables held for sale					—		—		(156)			(156)
Earnings before income taxes					3,268		(279)		156			3,145
Provision for income taxes(b)					1,187		(80)		—		(d)	1,107
Net earnings					$	2,081	$	(199)	$	156		$	2,038
Diluted earnings per share(c)					$	3.12	$	(0.30)	$	0.23		$	3.06
Nine Months Ended October 29, 2011
Segment profit	$	3,140	$	508	$	3,648	$	(81)	$	—		$	3,567
Other net interest expense(a)					494		25		—			519
Earnings before income taxes					3,154		(106)		—			3,048
Provision for income taxes(b)					1,144		(30)		(15)		(d)	1,100
Net earnings					$	2,010	$	(76)	$	15		$	1,948
Diluted earnings per share(c)					$	2.93	$	(0.11)	$	0.02		$	2.84

Note: A non-GAAP financial measures summary is provided on page 15. The sum of the non-GAAP adjustments may not equal the total adjustment amounts due to rounding.

(a) Represents interest expense, net of interest income, not included in U.S. Credit Card Segment profit.  For the three and nine months ended October 27, 2012, U.S. Credit Card Segment profit included $3 million and $8 million of interest expense on nonrecourse debt collateralized by credit card receivables, compared with $18 million and $55 million in the respective prior year periods. These amounts, along with other net interest expense, equal consolidated GAAP net interest expense.

(b) Taxes are allocated to our business segments based on estimated income tax rates applicable to the operations of the segment for the period.

22

(c) For the three and nine months ended October 27, 2012, average diluted shares outstanding were 662.2 million and 665.8 million, respectively, and for the three and nine months ended October 29, 2011, average diluted shares outstanding were 678.3 million and 686.9 million, respectively.

(d) Represents the effect of resolution of income tax matters. The results for the three and nine months ended October 27, 2012 also include a $57 million tax effect related to the gain on receivables held for sale.

Analysis of Financial Condition

Liquidity and Capital Resources

Our period-end cash and cash equivalents balance was $1,469 million compared with $821 million for the same period in 2011. Short-term investments of $800 million and $66 million were included in cash and cash equivalents at the end of third quarter 2012 and 2011, 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 certain dollar limits on our investments in individual funds or instruments.

Operations during the first nine months of 2012 were funded by both internally and externally generated funds. Cash flow provided by operations was $3,348 million for the nine months ended October 27, 2012 compared with $2,975 million for the same period in 2011. In June 2012, we issued $1.5 billion of unsecured debt that matures in July 2042.  This cash flow, combined with our prior year-end cash position, allowed us to pay current debt maturities, fund capital expenditures, pay dividends and continue purchases under our share repurchase program.

Our period-end credit card receivables, at par, were $5,836 million at October 27, 2012 compared with $6,144 million at October 29, 2011, a decrease of 5.0 percent. Average credit card receivables, at par, during the nine months ended October 27, 2012 decreased 5.3 percent compared with the nine months ended October 29, 2011. This change was driven by the factors indicated in the U.S. Credit Card Segment section above. As of October 27, 2012, $1,500 million of our credit card receivables portfolio was funded by third parties. During October 2012, we reached an agreement to sell our consumer credit card portfolio for an amount equal to the par value of the outstanding receivables at the time of closing. We expect to apply the proceeds from the sale in a manner that will preserve our strong investment-grade credit ratings. Specifically, we expect to apply approximately 90 percent of net transaction proceeds to reduce our net debt position, including repaying the 2006/2007 Series Variable Funding Certificate at par, with the remainder applied to our current share repurchase program over time.

During first quarter 2012, we completed the $10 billion share repurchase program authorized by our Board of Directors in November 2007, and we began repurchasing shares under the $5 billion program authorized by our Board of Directors in January 2012. During the three and nine months ended October 27, 2012, we repurchased 1.7 million shares and 21.8 million shares, respectively, of our common stock for a total investment of $104 million ($62.90 per share) and $1,255 million ($57.53 per share), respectively. During the three and nine months ended October 29, 2011, we repurchased 4.5 million shares and 34.1 million shares, respectively, of our common stock for a total investment of $226 million ($50.45 per share) and $1,733 million ($50.76 per share), respectively.

We paid dividends totaling $236 million and $635 million for the three and nine months ended October 27, 2012, and $203 million and $549 million during the three and nine months ended October 29, 2011, an increase of 16.3 percent and 15.6 percent, respectively. We declared dividends totaling $236 million ($0.36 per share) in third quarter 2012, an increase of 17.0 percent over the $201 million ($0.30 per share) of declared dividends during the third quarter of 2011. We have paid dividends every quarter since our first dividend was declared following our 1967 initial public offering, and it is our intent to continue to do so in the future.

Our financing strategy is to ensure liquidity and access to capital markets, to manage our net exposure to floating interest rate volatility, and to maintain a balanced spectrum of debt maturities. Within these parameters, we seek to minimize our borrowing costs.

23

Our ability to access the long-term debt, commercial paper and securitized debt markets has provided us with ample sources of liquidity. Our continued access to these markets depends on multiple factors including the condition of debt capital markets, our operating performance and maintaining strong credit ratings. As of October 27, 2012 our credit ratings were as follows:

Credit Ratings	Moody’s	Standard and Poor’s	Fitch
Long-term debt	A2	A+	A-
Commercial paper	P-1	A-1	F2

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

As a measure of our financial condition we monitor our interest coverage ratio, representing the ratio of pretax earnings before fixed charges to fixed charges. Fixed charges include interest expense and the interest portion of rent expense. Our interest coverage ratio was 5.7x for the first nine months of 2012, and 5.5x for the first nine months of 2011.

An additional source of liquidity is available to us through a committed $2.25 billion revolving credit facility obtained through a group of banks in October 2011, which was amended this quarter to extend the expiration date to October 2017. No balances were outstanding at any time during the third quarter of 2012 or the third quarter of 2011.

Most of our long-term debt obligations contain covenants related to secured debt levels. In addition to a secured debt level covenant, our credit facility also contains a debt leverage covenant. We are, and expect to remain, in compliance with these covenants. Additionally, at October 27, 2012, no notes or debentures contained provisions requiring acceleration of payment upon a debt rating downgrade, except that certain outstanding notes allow the note holders to put the notes to us if within a matter of months of each other we experience both (i) a change in control; and (ii) our long-term debt ratings are either reduced and the resulting rating is non-investment grade, or our long-term debt ratings are placed on watch for possible reduction and those ratings are subsequently reduced and the resulting rating is non-investment grade.

We believe our sources of liquidity will continue to be adequate to maintain operations, finance anticipated expansion and strategic initiatives, pay dividends and continue purchases under our share repurchase program for the foreseeable future, and we continue to anticipate ample access to commercial paper and long-term financing.

Contractual Obligations and Commitments

A summary of future obligations under our various contractual obligations and commitments as of January 28, 2012 was disclosed in our 2011 10-K.During the three months ended October 27, 2012, there were no material changes outside the ordinary course of business. However, we continually evaluate opportunities to expand our operations, including internal development of new products, programs and technology applications and acquisitions.

New Accounting Pronouncements

We do not expect that any recently issued accounting pronouncements will have a material effect on our financial statements.

24

Forward-Looking Statements

This report contains forward-looking statements, which are based on our current assumptions and expectations. These statements are typically accompanied by the words “expect,” “may,” “could,” “believe,” “would,” “might,” “anticipates,” or words of similar import. The principal forward-looking statements in this report include: For our U.S. Credit Card Segment, aggregate portfolio risks and the level of the allowance for doubtful accounts; for our Canadian Segment, our performance and timing of our entry into Canada; on a consolidated basis, statements regarding the adequacy of and costs associated with our sources of liquidity, the fair value of our consumer credit card receivables, the pending sale of these receivables and related gain, including beneficial interest, and the application of proceeds from the sale, the continued execution of our share repurchase program, the expected compliance with debt covenants, the expected impact of new accounting pronouncements, our intentions regarding future dividends, contributions related to our pension and postretirement health care plans, the adequacy of our reserves for claims and litigation, the expected outcome of claims and litigation, the expected ability to recognize deferred tax assets and liabilities, including foreign net operating loss carryforwards, and the resolution of tax matters.

All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. Although we believe there is a reasonable basis for the forward-looking statements, our actual results could be materially different. The most important factors which could cause our actual results to differ from our forward-looking statements (i) are set forth on our description of risk factors in Item 1A of our Form 10-K for the fiscal year ended January 28, 2012 and Form 10-Q for the fiscal quarter ended July 28, 2012, which should be read in conjunction with the forward-looking statements in this report, and (ii) include the risk that the pending sale of the credit card receivables may not close or may not close on the expected timeline. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in our Form 10-K for the fiscal year ended January 28, 2012.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this quarterly report, we conducted an evaluation, under supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (Exchange Act). Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective. Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the Securities and Exchange Commission (SEC) under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the third quarter of fiscal 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

25

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a description of legal proceedings, see Note 6 of the Notes to Consolidated Financial Statements included in Item 1, Financial Statements.

Item 1A. Risk Factors

Other than as described in our Form 10-Q for the quarter ended July 28, 2012, there have been no material changes to the risk factors described in our Annual Report on Form 10-K for the fiscal year ended January 28, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table below presents information with respect to Target common stock purchases made during the three months ended October 27, 2012, by Target or any “affiliated purchaser” of Target, as defined in Rule 10b-18(a)(3) under the Exchange Act.

In January 2012, our Board of Directors authorized the repurchase of $5 billion of our common stock. There is no stated expiration for the share repurchase program. Since the inception of this share repurchase program, we have repurchased 16.9 million shares of our common stock, for a total cash investment of $976 million ($57.89 average price per share).

Period	Total Number of Shares Purchased (a)(b)	Average Price Paid per Share(a)		Total Number of Shares Purchased as Part of the Current Program(a)	Dollar Value of Shares that May Yet Be Purchased Under the Program
July 29, 2012 through August 25, 2012	—	$	—	15,207,848	$	4,127,950,140
August 26, 2012 through September 29, 2012	89,016	53.19		15,288,984	4,123,634,394
September 30, 2012 through October 27, 2012	1,577,273	63.40		16,866,195	4,023,634,452
	1,666,289	$	62.90	16,866,195	$	4,023,634,452

(a) The table above includes shares reacquired upon settlement of prepaid forward contracts. For the three months ended October 27, 2012, 0.1 million shares were reacquired through these contracts. At October 27, 2012, we held asset positions in prepaid forward contracts for 1.2 million shares of our common stock, for a total cash investment of $54 million, or $45.46 per share.

(b) The number of shares above includes shares of common stock reacquired from team members who wish to tender owned shares to satisfy the tax withholding on equity awards as part of our long-term incentive plans or to satisfy the exercise price on stock option exercises. For the three months ended October 27, 2012, 7,942 shares were reacquired at an average per share price of $64.18 pursuant to our long-term incentive plan.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

26

Item 6.  Exhibits

(2)E†	Purchase and Sale Agreement dated October 22, 2012 among Target National Bank, Target Receivables LLC, Target Corporation and TD Bank USA, N.A.
(3)A	Amended and Restated Articles of Incorporation (as amended June 10, 2010)(1)
(3)B	By-laws (as amended through September 10, 2009)(2)
(10)AA	Extension and Amendment dated August 28, 2012 to Five-Year Credit Agreement among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein.
(12)	Statements of Computations of Ratios of Earnings to Fixed Charges
(31)A	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(31)B	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)A	Certification of the Chief Executive Officer As Adopted Pursuant to 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(32)B	Certification of the Chief Financial Officer As Adopted Pursuant to 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

†Excludes Schedules A through M, Annex A and Exhibits A-1 through C referred to in the agreement, which Target Corporation agrees to furnish supplementally to the Securities and Exchange Commission upon request.

(1)Incorporated by reference to Exhibit (3)A to the Registrant’s Form 8-K Report filed June 10, 2010

(2)Incorporated by reference to Exhibit (3)B to the Registrant’s Form 8-K Report filed September 10, 2009

27

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TARGET CORPORATION
Dated: November 21, 2012	By:	/s/ John J. Mulligan
		John J. Mulligan
		Executive Vice President,
		Chief Financial Officer
		and Chief Accounting Officer
		(Duly Authorized Officer and
		Principal Financial Officer)

28

EXHIBIT INDEX

Exhibit	Description	Manner of Filing
(2)E	Purchase and Sale Agreement dated October 22, 2012 among Target National Bank, Target Receivables LLC, Target Corporation and TD Bank USA, N.A.	Filed Electronically
(3)A	Amended and Restated Articles of Incorporation (as amended June 10, 2010)	Incorporated by Reference
(3)B	By-Laws (as amended through September 10, 2009)	Incorporated by Reference
(10)AA	Extension and Amendment dated August 28, 2012 to Five-Year Credit Agreement among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein.	Filed Electronically
(12)	Statements of Computations of Ratios of Earnings to Fixed Charges	Filed Electronically
(31)A	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed Electronically
(31)B	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed Electronically
(32)A	Certification of the Chief Executive Officer As Adopted Pursuant to 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed Electronically
(32)B	Certification of the Chief Financial Officer As Adopted Pursuant to 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed Electronically
101.INS	XBRL Instance Document	Filed Electronically
101.SCH	XBRL Taxonomy Extension Schema	Filed Electronically
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	Filed Electronically
101.DEF	XBRL Taxonomy Extension Definition Linkbase	Filed Electronically
101.LAB	XBRL Taxonomy Extension Label Linkbase	Filed Electronically
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	Filed Electronically

29

EX-2.E

Exhibit (2)E

EXECUTION COPY

PURCHASE AND SALE AGREEMENT

by and among

TARGET NATIONAL BANK,

TARGET RECEIVABLES LLC,

TARGET CORPORATION

and

TD BANK USA, N.A.

Dated as of October 22, 2012

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		2
Section 1.1	Definitions of Certain Terms	2
Section 1.2	Interpretation	19
ARTICLE II PURCHASE, SALE AND ASSUMPTION		20
Section 2.1	Purchase and Sale	20
Section 2.2	Assumption of Liabilities	21
Section 2.3	Excluded Liabilities	21
Section 2.4	Purchase Price; Purchase Price Adjustment	21
Section 2.5	Allocation of Purchase Price	22
Section 2.6	Tax Treatment	23
Section 2.7	Closing File and Master File	23
ARTICLE III CLOSING AND ASSIGNMENT		24
Section 3.1	The Closing	24
ARTICLE IV REPRESENTATIONS OF THE PARTIES		24
Section 4.1	Representations of the Sellers	24
Section 4.2	Representations of the Purchaser	30
Section 4.3	No Other Representations or Warranties	32
ARTICLE V COVENANTS		33
Section 5.1	Access and Confidentiality	33
Section 5.2	Conduct of Business	33
Section 5.3	Reasonable Efforts; Other Filings	34
Section 5.4	Additional Instruments	35
Section 5.5	Company Licensed Marks; Branding	35
Section 5.6	Bulk Sales Law	36
Section 5.7	Cooperation in Litigation	36
Section 5.8	Securitization Matters	36
Section 5.9	Pledge and Security Agreement	36
ARTICLE VI TAX MATTERS		37
Section 6.1	Assistance and Cooperation	37
Section 6.2	Transfer Taxes	37
Section 6.3	Tax Payments	37

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ARTICLE VII CONDITIONS		37
Section 7.1	Closing Date Conditions to Each Party’s Obligations to Effect the Purchase and Assumption	37
Section 7.2	Closing Date Conditions to Obligations of the Purchaser	38
Section 7.3	Closing Date Conditions to Obligations of the Sellers	39
ARTICLE VIII TERMINATION		40
Section 8.1	Termination	40
Section 8.2	Effect of Termination	41
ARTICLE IX SURVIVAL; INDEMNIFICATION		41
Section 9.1	Survival	41
Section 9.2	Indemnification by the Parent and Sellers	42
Section 9.3	Indemnification by the Purchaser	42
Section 9.4	Notice, Settlements and Other Matters	43
ARTICLE X MISCELLANEOUS		46
Section 10.1	Notices	46
Section 10.2	Expenses	47
Section 10.3	Successors and Assigns	47
Section 10.4	Entire Agreement; Amendment; Waiver	47
Section 10.5	Counterparts	48
Section 10.6	Governing Law	48
Section 10.7	Waiver of Jury Trial	48
Section 10.8	Severability	48
Section 10.9	Public Announcement	48
Section 10.10	Third-Party Beneficiaries	48
Section 10.11	Post-Closing Amounts Received and Paid	48
Section 10.12	Further Assurances	49

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SCHEDULES, ANNEXES AND EXHIBITS

Schedule A	Estimated Closing Statement
Schedule B	Final Closing Statement
Schedule C	Write-Off Policy
Schedule D	Allocation Statement
Schedule E-1	Requisite Regulatory Approvals
Schedule E-2	Third Party Notices and Consents
Schedule F	Notices and Confirmations Required to be Obtained by the Parent, Sellers and the Purchaser on or Prior to the Closing Date
Schedule G-1	Disclosure Schedule of Sellers
Schedule G-2	Disclosure Schedule of Purchaser
Schedule H	Forms of Credit Card Agreements
Schedule I-1	List of Sellers’ Persons with Knowledge
Schedule I-2	List of Purchaser’s Persons with Knowledge
Schedule J	List of Material Contracts as Originator of Accounts (Subsection 4.1(h))
Schedule K	Master File: Fields and Layout
Schedule L	Account Exceptions
Schedule M	Litigation: Significant Claims as of October 2012 (Subsection 4.1(g))
Annex A	Form of Instrument of Assignment and Assumption
Exhibit A-1	Officer’s Certificate of Target National Bank (Subsection 7.2(c))
Exhibit A-2	Officer’s Certificate of Target Receivables LLC (Subsection 7.2(c))
Exhibit A-3	Officer’s Certificate of Target Corporation (Subsection 7.2(c))
Exhibit B	Officer’s Certificate of Purchaser(Subsection 7.3(c))
Exhibit C	Deposit Account Agreement

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PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of October 22, 2012 (the “Agreement Date”), by and among Target National Bank, a national banking association, Target Receivables LLC, a Minnesota limited liability company (“TRLLC”), Target Corporation, a Minnesota corporation (the “Parent”) and TD Bank USA, N.A., a national banking association (the “Purchaser” or the “Bank”).

RECITALS

WHEREAS, the Parent is, among other things, (i) engaged in the business of selling merchandise through retail stores and by other means and (ii) directly and indirectly through certain of its Subsidiaries, including Target National Bank, engaged in the extension of credit to Cardholders, the servicing of Accounts, billings, collections, processing of Account transactions and the administration of the Accounts and Gross Receivables (as such terms are defined herein);

WHEREAS, pursuant to this Agreement, Target National Bank and TRLLC (collectively, the “Sellers”) desire to sell to the Purchaser, and the Purchaser desires to purchase from the Sellers, the Acquired Assets (as defined below) pursuant to the terms contained, and in the manner described, herein;

WHEREAS, on the date hereof, the Parent and/or its Affiliate or Affiliates and the Purchaser are entering into a Credit Card Program Agreement (the “Credit Card Program Agreement”), that provides for, among other things, the issuance of Credit Cards, the processing and servicing of the related Accounts, and the conduct of related marketing activities;

WHEREAS, simultaneously with the execution hereof, and in consideration for Parent’s and Sellers’ willingness to enter into this Agreement, The Toronto-Dominion Bank, (“TDB” or the “Bank Guarantor”), has executed and delivered to the Parent and the Sellers a guaranty (the “Guaranty”) pursuant to which TDB has guaranteed, in full, the obligations and performance of the Purchaser under this Agreement and the Credit Card Program Agreement; and

WHEREAS, simultaneously with the Closing under this Agreement, the Sellers, the Parent, the Purchaser and certain of their respective Affiliates desire to enter into certain other agreements (subject to the Credit Card Program Agreement) necessary or appropriate to effectuate the transactions contemplated hereby.

NOW, THEREFORE, in consideration of the premises, and of the mutual representations and agreements contained in this Agreement, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1Definitions of Certain Terms. In this Agreement, the following terms are used with the meanings assigned below:

“Account” means each Private Label Account and Co-Branded Account owned by Target National Bank as of the Cut-Off Time and existing as of the Closing Date, including Closed Accounts and Written-Off Accounts as of the Closing Date.

“Account Documentation” means, with respect to any Account, any and all documentation relating to that Account, including all Credit Card Applications, Credit Card Agreements, Credit Cards, Program Privacy Notices, Billing Statements, checks or other forms of payment, electronic payment authorization agreements, credit bureau reports, adverse action notices, change in terms notices, other notices, correspondence, memoranda, documents, stubs, instruments, certificates, agreements, magnetic tapes, disks, hard copy formats or other computer-readable data transmissions, microfilm, electronic or other copy of any of the foregoing, and any other written, electronic or other records or materials of whatever form or nature, including information relating or pertaining to any of the foregoing to the extent related to the Program; provided, however, that Account Documentation shall not include Company register tapes, invoices, sales or shipping slips, delivery and other receipts or other indicia of the sale of Goods and/or Services.

“Accountant” has the meaning set forth in subsection 2.4(c).

“Accrued Interest” means the aggregate amount of all finance charges that were accrued and earned, but not billed or posted to the Accounts as of the Cut-Off Time, in a manner consistent with the Sellers’ past practices with respect to accruing finance charges (or, solely with respect to the Estimated Closing Statement, as of the close of business on the fifth Business Day preceding the Closing Date).

“Acquired Assets” means all right, title and interest of the Sellers in and to the following assets and properties, except to the extent they constitute Excluded Assets:

(i)the Accounts and the Gross Receivables accrued as of the Cut-Off Time related to the Accounts;

(ii)the applications for accounts pending and solicitations for accounts outstanding;

(iii)the Account Documentation, the Cardholder List, the Cardholder Data relating to the Accounts (whether or not duplicated in the Company Guest Data), and the Master File; and

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(iv)all rights (including rights of recovery), claims, credits, causes of action and rights of set-off against third parties to the extent relating to the assets referred to clauses (i) through (iii).

“Action” means any claim, action, complaint, investigation, petition, suit or other proceeding, whether civil, criminal or administrative, at law or in equity, or before any arbitrator or Governmental Authority.

“Affiliate” means, with respect to any Person, each Person that controls, is controlled by, or is under common control with, such Person.  For purposes of this definition, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.  Notwithstanding anything herein to the contrary, neither TD Ameritrade Holding Corporation nor any subsidiary of TD Ameritrade Holding Corporation shall be considered an Affiliate of Bank (or an Affiliate of any Affiliate of Bank) for purposes of this Agreement, and each shall be treated as a third party in all respects.

“Agreement Date” has the meaning set forth in the Preamble.

“Allocation Statement” has the meaning set forth in subsection 2.5(a).

“Ancillary Agreements” means the Credit Card Program Agreement and Instrument of Assignment and Assumption.

“Applicable Law” means (i) all federal, state and local laws (including common law), statutes, rules, regulations; (ii) written regulatory guidance, written substantive recommendations, directives, written opinions and interpretations, policies and guidelines of any Governmental Authority; (iii) rulings, injunctions, judgments and orders of any Governmental Authority, and the final outcome of any binding arbitration; and (iv) any written or oral guidance or instructions to a party from a Governmental Authority with jurisdiction over such party, in each case applicable to the Sellers, the Parent, the Purchaser or their respective Affiliates or assets.

“Applicant” means an individual who has submitted a Credit Card Application for a Credit Card under the Program.

“ASC 860” means FASB Accounting Standards Codification (ASC) Topic 860 (formerly Statement of Financial Accounting Standards (FAS) 140 and 166).

“Assumed Liabilities” means, with respect to the Acquired Assets, the following Liabilities of the Sellers (other than Excluded Liabilities):

(i)all obligations to Cardholders to perform the obligations arising under the Credit Card Agreements on and after the Closing Date, and all Ordinary Course Liabilities;

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(ii)all fees (including Network Fees), normal operating assessments and other charges of the Network relating to the Accounts that are incurred or accrue on or after the Closing Date; and

(iii)except as provided in Section 6.3, all Liabilities for Taxes with respect to the Acquired Assets.

“Bank” has the meaning set forth in the Preamble.

“Bank Receivables” means all receivables transferred by Target National Bank to TCC pursuant to the Bank Receivables Purchase Agreement before the appointment of the FDIC as conservator or receiver for Target National Bank, including monies due or to become due with respect to such receivables generated from time to time in the ordinary course of business and all proceeds of such receivables.

“Bank Receivables Purchase Agreement” means the Amended and Restated Bank Receivables Purchase Agreement, dated as of April 28, 2000, by and between Target National Bank and TCC.

“Bank Guarantor” has the meaning set forth in the Recitals or any successor guarantor under the Guaranty.

“Bank Licensed Marks” means the trademarks, tradenames, service marks, logos and other proprietary designations of Bank listed in the Credit Card Program Agreement as may be modified from time to time by Bank in accordance with the Credit Card Program Agreement, together with the tradename of Bank and any successor trademarks, tradenames, service marks, logos and proprietary designations that Bank adopts as successors to those listed in the Credit Card Program Agreement.

“Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. Section 101, et seq.

“Billing Cycle” means the interval of time between regular periodic Billing Dates for an Account.

“Billing Date” means, for any Account, the last day of each regular period when the Account is billed.

“Billing Statement” means a summary of Account credit and debit transactions for a Billing Cycle, including a statement with only past-due account information, and any other statement subject to Section 226.7, Title 12, Code of Federal Regulations, whether in print or electronic form.

“Business” means the proprietary Credit Card business relating to the Accounts, including the extension of credit to Cardholders, the servicing of the Accounts, billing, collections, processing of Account transactions and the administration of the Accounts and Gross Receivables.

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“Business Day” means any day, other than a Saturday, Sunday or legal holiday, on which Company and Bank both are open for business.

“Business Policies and Procedures” means the policies and normal, day-to-day operating procedures, and practices in compliance with such policies, and the normal financial accounting guidelines for the conduct of the Business.

“Cardholder” means any individual who is contractually obligated under a Credit Card Agreement; an authorized user of an Account shall be treated as a Cardholder (i) to the extent provided in the Cardholder Service practices, (ii) to the extent cardholder rights are extended to authorized users under Applicable Law, and (iii) as mutually agreed by the parties.

“Cardholder Data” means (i) all Cardholder Lists and (ii) all personally identifiable information about a Cardholder or Applicant received by or on behalf of Bank (including by Company as servicer) in connection with the Cardholder’s application for or use of a Credit Card or Account or otherwise obtained by or on behalf of Bank (including by Company as servicer), including all transaction and experience information collected by or on behalf of Bank (including by Company as servicer) with regard to each purchase charged by a Cardholder using his or her Credit Card.

“Cardholder Indebtedness” means (a) all amounts owing by Cardholders with respect to Accounts, including outstanding loans, cash advances and other extensions of credit, finance charges (including accrued interest), late payment fees, and any other fees, charges and interest on the Accounts, in each case, whether or not posted and whether or not billed; less (b) any credit balances owed to Cardholders, any credits associated with returns, and any similar credits or adjustments with respect to the Accounts, in each case whether or not posted and whether or not billed.

“Cardholder List” means any list (whether in hardcopy, magnetic tape, electronic or other form) that identifies or provides a means of differentiating Cardholders, including any such listing that includes the names, addresses, email addresses (as available), telephone numbers or social security numbers of any or all Cardholders.

“Cardholder Service” means the activities of Company as servicer undertaken pursuant to the Program that involve interacting with Cardholders and Applicants with respect to the Program, including the services performed by Company pursuant to the Credit Card Program Agreement, but excluding interactions with Cardholders and Applicants in Company’s role as a retailer.

“Class A Certificates” means the Class A Variable Funding Rate Certificates, Series 2006-1, which have been issued pursuant to the Series Supplement;

“Closed Account” means each account of an individual who has been issued a credit card by a Seller prior to the Closing Date and whose account is closed and is not a Written-Off Account.

“Closing” has the meaning set forth in subsection 3.1(a).

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“Closing Date” has the meaning set forth in subsection 3.1(a).

“Closing Date Conditions” means the conditions set forth in Section 7.1, Section 7.2 and Section 7.3.

“Closing File” means an electronic file from the system of record maintained on behalf of the Sellers by TSYS® (Total System Services, Inc.®) reflecting the Accounts and posted portion of Gross Receivables as of the Cut-Off Time in support of the Final Closing Statement.

“Co-Branded Account” means an open-end consumer credit account that is accessed via a Co-Branded Credit Card.

“Co-Branded Credit Card” means a consumer credit card that bears a Company Licensed Mark and the trademarks, tradenames, service marks, logos and other proprietary designations of a Network and may be used to access a Co-Branded Account.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means collectively, Target Corporation, a Minnesota corporation and Target Enterprise, Inc., a Minnesota corporation.

“Company Channels” means all Stores owned or operated by Company or its Affiliates in the United States (including Licensee departments therein to the extent contractually permitted) and all other retail establishments or retail sales channels directed to United States consumers that are owned or operated by Company or its Affiliates or their Licensees and are branded with a Company Licensed Mark or a mark including the Company name, or are otherwise designated as a Company Channel by mutual agreement of the Parties, including mail order, catalog and Internet outlets (including websites operated by Company or its Affiliates).

“Company Guest” means any Person who makes purchases of Goods and/or Services.

“Company Guest Data” means all personally identifiable information regarding a Company Guest that is obtained by Company (other than solely in its capacity as servicer) in connection with the Company Guest making a purchase of Goods and/or Services, including all transaction, experience and purchase information collected by Company (other than in its capacity as servicer) with regard to each purchase of Goods and/or Services made by a Company Guest, including the item-specific transaction information collected about Cardholders in connection with any such purchase of Goods and/or Services.

“Company Licensed Marks” means the trademarks, tradenames, service marks, logos and other proprietary designations of Company or its Affiliates listed in the Credit Card Program Agreement as may be modified from time to time in accordance with the Credit Card Program Agreement, together with the tradename of Company and any

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successor trademarks, tradenames, service marks, logos and proprietary designations that Company adopts as successors to those listed in the Credit Card Program Agreement.

“Company Transaction” means any purchase or return of Goods and/or Services through a Company Channel, including from a Licensee, using an Account.

“Confidentiality Agreement” has the meaning set forth in subsection 5.1(a).

“Constituent Documents” means the articles of association, articles of incorporation, certificate of incorporation, by-laws and/or other organizational documents, as appropriate, of any Person.

“Contract” means, with respect to any Person, any agreement, undertaking, contract, indenture, deed of trust or other instrument, document or agreement by which that Person, or any amount of its properties, is bound and/or subject.

“Credit Card” means a Private Label Credit Card and/or Co-Branded Credit Card, as applicable; the term “Credit Cards” means Private Label Credit Cards and Co-Branded Credit Cards collectively.

“Credit Card Agreement” means each credit card agreement between Bank and a Cardholder governing the use of an Account, including credit card agreements assigned to Bank pursuant to this Agreement, together with any amendments, modifications or supplements which now or hereafter may be made to such credit card agreement (and any replacement of such agreement).

“Credit Card Application” means the credit application which must be completed and submitted by individuals who wish to become Cardholders.

“Credit Card Program Agreement” has the meaning set forth in the Recitals.

“Cut-Off Time” means 11:59 p.m. Central time on the Business Day prior to the Closing Date.

“Data Tape” means an electronic data tape delivered by the Sellers to the Purchaser containing Account characteristics and historical performance information with respect to the Accounts.

“Deductible Amount” means $30,000,000.

“De Minimis Claim Amount” means $50,000.

“Deemed Written-Off Account” means any Account described in the following clause (i), (ii) or (iii): (i) any Private Label Account or Co-Branded Account that is not a Written-Off Account but that is both (A) subject to a closed-end fixed workout program with respect to which the borrower under the Account has defaulted and (B) greater than 120 days past due; (ii) any Private Label Account or Co-Branded Account that is not a Written-Off Account but that is subject to a settlement arrangement with respect to which

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the borrower under the Account has failed to make any required payment on the agreed-upon payment date; and (iii) any Private Label Account or Co-Branded Account that is not a Written-Off Account but that is 181 or more days past due.

“Deposit Account Agreement” means the Deposit Account Agreement #1, by and between Target National Bank and Target Corporation, dated as of April 28, 2009, a true and correct copy of which is attached as Exhibit C.

“Deposit Liabilities” means those deposit liabilities, including accrued interest payable thereon as of the Closing Date, owing to Parent and its Affiliates by Target National Bank as of the Closing Date pursuant to the Deposit Account Agreement.

“Disclosure Schedule” means, with respect to the Sellers or the Purchaser, a schedule substantially in the form of Schedule G-1 or G-2, respectively, delivered to the other party on or before the date of this Agreement setting forth, among other things, items the disclosure of which is required under this Agreement either in response to an express disclosure requirement contained in a provision of this Agreement or as an exception to one or more of the representations or covenants contained in this Agreement; provided, that the mere inclusion of an item in a Disclosure Schedule as an exception to a representation will not be considered an admission by the disclosing party that such item (or any non-disclosed item or information of comparable or greater significance) represents a material exception or fact, event or circumstance or that such item has had, or is reasonably expected to result in, a Material Adverse Effect with respect to the disclosing party, the Business or the Acquired Assets.

“Estimated Closing Statement” means a statement prepared by the Sellers, substantially in the form of Schedule A, showing in reasonable detail the calculation of the Estimated Purchase Price, based on data available as of the close of business on the fifth Business Day preceding the Closing Date.

“Estimated Purchase Price” means the amount payable by the Purchaser on the Closing Date in accordance with the Estimated Closing Statement.

“Excluded Assets” means the assets of the Sellers and their Affiliates not being acquired by the Purchaser hereunder, including the following:

(i)            cash and cash equivalents of the Sellers or any of their Affiliates;

(ii)           insurance policies maintained by or for the benefit of the Sellers and all claims accrued thereunder;

(iii)          Intellectual Property, other than rights to the Cardholder List and the Cardholder Data;

(iv)          assets of any Seller or any of its Affiliates sold or otherwise disposed of, without violation of this Agreement, during the period prior to the Closing Date;

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(v)           assets relating to the Sellers’ employee benefit agreements, plans or other arrangements;

(vi)          rights (including rights of recovery), claims, credits, causes of action, or rights of set-off against third parties, to the extent not relating to the Acquired Assets or which relate principally to an Excluded Liability;

(vii)         the national association charter of Target National Bank, and all licenses, permits or other authorizations of any Governmental Authority held or used by the Sellers;

(viii)        interests in real property;

(ix)          personal property of the Sellers (which for the avoidance of doubt, shall not include the items of property described in clauses (i) through (iii) of the definition of Acquired Assets);

(x)           Company Guest Data (whether or not duplicated in the Cardholder List and the Cardholder Data, which constitute Acquired Assets);

(xi)          prepaid Taxes, Tax payments due from any of the Sellers’ Affiliates, and entitlements to refunds, credits, offsets, sales tax recovery on bad debt or other benefits for overpayment of Taxes relating, in each case, to any period (or portion thereof) prior to the Closing Date;

(xii)         any assets and revenue related to SafetyNet;

(xiii)        loan loss reserves; and

(xiv)        intercompany Contracts between the Sellers and any of their Affiliates.

“Excluded Liabilities” means Liabilities of the Sellers, other than the Assumed Liabilities, of any kind whatsoever, whether presently in existence or arising hereafter, including:

(i)            except as provided in Section 6.2, all Liabilities for Taxes with respect to the Acquired Assets for any period (or portion thereof) ending on or prior to the Closing Date, including Tax payments due to Affiliates;

(ii)           the portion of any Liability to the extent related to an Excluded Asset;

(iii)          any Liability of any Seller or any of its Affiliates, other than Ordinary Course Liabilities, relating to or arising from the operation of the Business or the ownership or servicing of the Acquired Assets at or prior to the Cut-Off Time or from any facts, circumstances or events existing or occurring at or prior to the Cut-Off Time (including any Liability related to, associated with or

9

arising out of any Action), whether such Liability is first asserted prior to, on or after the Cut-Off Time;

(iv)          except to the extent provided for in clause (i) of the definition of Assumed Liabilities, any Liability to the extent related to, associated with or arising out of any Contract of the Sellers or their Affiliates;

(v)           any Liability (other than an Ordinary Course Liability) to the extent related to, associated with or arising out of or relating to the activities of Target Credit Card Master Trust, the Sellers or any of their Affiliates with respect to the Securitization Program;

(vi)          any Liability that results from an act, or failure to act, by the Sellers or any of their Affiliates that relates to any claims by any current, former or putative employee of the Sellers or any of their Affiliates or any Liability relating to employee benefits or compensation arrangements, including Liabilities or obligations under any Seller’s employee benefit agreements, plans or other arrangements or in connection with workers compensation or other medical claims made by employees of the Sellers or their Affiliates;

(vii)         all Liabilities with respect to the Value Proposition and any other loyalty programs offered to Cardholders;

(viii)        any Liability related to SafetyNet, including any payments made in respect of claims by Cardholders for benefits thereunder; and

(ix)          any Liability related to, associated with or arising out of any action, claim, suit or proceeding, relating to or arising from, the deposit Liabilities held by Target National Bank for Parent, other than the Deposit Liabilities.

“FASB” means the Financial Accounting Standards Board.

“FDI Act” means the Federal Deposit Insurance Act.

“FDIC” means Federal Deposit Insurance Corporation.

“Final Closing Statement” means a statement prepared by the Parent, substantially in the form of Schedule B, showing in reasonable detail the calculation of the Purchase Price, based on the Accounts and the Acquired Assets as of the Cut-Off Time.

“Financing Statements” has the meaning set forth in subsection 2.1(c)(ii).

“FRS” means the Financial and Retail Services division of the Parent.

“GAAP” means Generally Accepted Accounting Principles of the United States.

“Goods and/or Services” means the products and services, including financial products and services, sold by or through Company Channels, including delivery services,

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shipping and handling, and work or labor to be performed for the benefit of Company Guests through the Company Channels.

“Governmental Authority” means any federal, state or local domestic, foreign or supranational governmental or regulatory authority, agency, court, tribunal, commission or other governmental or regulatory entity of applicable jurisdiction, including the Board of Governors of the Federal Reserve System, the OCC, the Federal Deposit Insurance Corporation, the Bureau of Consumer Financial Protection and the Office of the Superintendent of Financial Institutions (Canada).

“Gross Receivables” means, as of the Cut-Off Time (or, solely with respect to the Estimated Closing Statement, as of the close of business on the fifth Business Day preceding the Closing Date): (a) all amounts owing by Cardholders with respect to Accounts, including outstanding loans, cash advances and other extensions of credit, finance charges including Accrued Interest, late payment fees, and any other fees, charges and interest on the Accounts, in each case, whether or not posted and whether or not billed; less (b) any credit balances owed to Cardholders, any credits associated with returns, and any similar credits or adjustments, in each case whether or not posted and whether or not billed.

“Guaranty” has the meaning set forth in the Recitals.

“Holders” means the holders of the Class A Certificates, excluding TRLLC or any other affiliate or subsidiary of Target National Bank.

“Indemnified Party” has the meaning set forth in subsection 9.4(a).

“Indemnifying Party” has the meaning set forth in subsection 9.4(a).

“Indemnity Cap Amount” means $500,000,000.

“Instrument of Assignment and Assumption” means the Instrument of Assignment and Assumption in the form attached as Annex A.

“Intellectual Property” means, on a worldwide basis, other than with respect to Company Licensed Marks, Bank Licensed Marks, Cardholder Data and Company Guest Data, any and all: (i) rights associated with works of authorship, including copyrights, moral rights and mask-works; (ii) trademarks and service marks and the goodwill associated therewith; (iii) trade secret rights; (iv) patents, designs, algorithms and other industrial property rights; (v) other intellectual and industrial property rights of every kind and nature, however designated, whether arising by operation of law, contract, license or otherwise; and (vi) applications, registrations, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).

“Investor Certificateholder” has the meaning assigned in the Pooling and Servicing Agreement.

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“Knowledge” means (a) for the Parent or the Sellers, the actual knowledge of any of the individuals listed on Schedule I-1, and the knowledge that any of them should have had after due inquiry; and (b) for the Purchaser, the actual knowledge of any of the individuals listed on Schedule I-2 and the knowledge that any of them should have had after due inquiry.

“Liability” means any debt, liability, commitment or obligation, of any kind whatsoever, whether due or to become due, known or unknown, accrued or fixed, absolute or contingent, or otherwise.

“LIBOR” means the rate for deposits in United States dollars for a one-month period which appears on Reuters Screen LIBOR01 Page or on such comparable system as is customarily used to quote LIBOR as of 11:00 a.m., London time, on the Closing Date.

“Licensee(s)” means any Person(s) authorized by Company to operate in and sell Goods and/or Services from Company Channels or under the Company Licensed Marks.

“Lien” means, with respect to any property, any lien, security interest, adverse claim of a creditor or interest, mortgage, pledge, right of first refusal, transfer restriction, charge or encumbrance relating to that property, including the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property except, in all cases, to the extent such Lien is a Permissible Lien.

“Losses” has the meaning set forth in Section 9.2.

“Master File” means the fields and layout set forth in Schedule K populated by the data contained in the electronic master file maintained by, or on behalf of, the Sellers by TSYS® (Total System Services, Inc.®) with respect to the Accounts and the posted portion of the Gross Receivables.

“Material Adverse Effect” means:

(i)            with respect to the Business or the Acquired Assets, any change, event or effect that is materially adverse to the business, results of operations or financial condition of the Business, taken as a whole, or to the value of the Acquired Assets, taken as a whole, excluding any effect or change attributable to or resulting from (a) events, conditions or occurrences in economic, business or financial conditions generally affecting the credit card services, consumer credit or banking industries (provided, that neither the Acquired Assets nor the Business are disproportionately affected relative to other retailer credit card programs and businesses by any such events, conditions or occurrences), (b) financial market conditions, including interest rates or changes therein (provided, that neither the Acquired Assets nor the Business are disproportionately affected relative to other retailer credit card programs or businesses by any such conditions), (c) changes in laws, GAAP or regulatory accounting principles (provided, that neither the Acquired Assets nor the Business are disproportionately affected relative to other retailer credit card programs or businesses by any such changes), (d) any action,

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omission, change, effect, circumstance or condition required by this Agreement, or attributable to the signing and announcement of this Agreement or expressly contemplated to be taken or omitted, or expressly contemplated by this Agreement to occur, in order to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements or (e) any actions or omissions required by the terms of this Agreement or the Ancillary Agreements; and

(ii)           with respect to the Sellers, the Parent or the Purchaser, a material impairment of the ability of the relevant Person or Persons to perform its or their material obligations under this Agreement or the Ancillary Agreements or consummate the transactions contemplated by this Agreement or the Ancillary Agreements on a timely basis.

“Network” means Visa, MasterCard, American Express, Discover, and their respective payment systems, or any other mutually agreed upon payment system and payment system operator, as determined in accordance with the Credit Card Program Agreement, supporting the authorization, clearing and settlement of transactions in which Co-Branded Cards are tendered in payment.

“Network Fees” means any membership, transaction or other fees, assessments or charges that at any time are imposed by the Network on Bank as issuer of the Credit Cards.

“Notices and Confirmations Required on or Prior to the Closing Date” means all notices, documents and terminations set forth on Schedule F.

“OCC” means the Office of the Comptroller of the Currency.

“Ordinary Course Liabilities” means obligations of Sellers with respect to Accounts as of the Cut-Off Time arising in the ordinary course of account management, including (i) obligations with respect to payment of credit balances, and with respect to credit for returned goods and services, and (ii) Liability for ordinary course billing errors, ordinary course disputes (including write-offs, credit adjustments or balance waivers in connection with ordinary-course collections Actions with respect to individual Cardholders), fraud (other than that which results from wrongful acts of the Sellers), ordinary course customer service adjustments, redebits for returned payments, and similar ordinary course adjustments with respect to transactions that occurred at or before the Cut-Off Time, in each case to the extent such adjustments are subject to the settlement provisions of the Credit Card Program Agreement; provided, that Ordinary Course Liabilities do not include Liabilities relating to any failure by Sellers or their Affiliates to comply with applicable Requirements of Law or the terms or conditions of the Credit Card Agreements prior to the Cut-Off Time to the extent such failure arose from a system process, account management practice or procedure or other action or omission that impacted multiple Cardholders.

“Parent” has the meaning set forth in the Preamble.

“Permissible Liens” means Liens for Taxes not yet due and payable.

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“Person” means and includes any individual, partnership, joint venture, corporation, company, bank, trust, unincorporated organization, or any Governmental Authority.

“Pledge and Security Agreement” means the Pledge and Security Agreement, dated as of April 28, 2009, by and between Target National Bank and Target Corporation.

“Pooling and Servicing Agreement” means the Amended and Restated Pooling and Servicing Agreement, dated as of April 28, 2000, as amended by Amendment No. 1, dated as of August 22, 2001, Amendment No. 2, dated as of January 31, 2011 and Amendment No. 3, dated as of January 26, 2012, by and among TRLLC, Target National Bank and Wells Fargo Bank, National Association, as trustee, as amended and supplemented from time to time.

“Previously Disclosed” means, with respect to the Seller or the Purchaser, information set forth in a Disclosure Schedule, whether in response to an express informational requirement or as an exception to one or more representations or covenants.

“Private Label Credit Card” means a consumer credit card that bears a Company Licensed Mark and may be used only to finance purchases of Goods and/or Services.

“Private Label Account” means an open end consumer credit account accessed via a Private Label Credit Card.

“Program” means the consumer credit card program established by Company and Bank and made available to Cardholders as provided herein, including the origination of new Accounts by Bank, the extension of credit on Accounts by Bank, all Cardholder Service and Account management activities (including billings and collections), accounting between the parties, and all other aspects of the customized credit plan specified herein and in Credit Card Agreements.

“Program Privacy Notice” means the disclosure to be provided by Bank to Cardholders of Bank’s privacy policies and practices in connection with the Program, as required by Section 503 of the Gramm-Leach-Bliley Act and other provisions of Applicable Law.

“Purchase and Assumption” has the meaning set forth in subsection 3.1(a).

“Purchase Price” means the purchase price payable in accordance with the Final Closing Statement which shall be equal to 100% of the amount of the Gross Receivables (excluding the amount of Gross Receivables with respect to Deemed Written-Off Accounts as of the Cut-Off Time and Written-Off Accounts), as finally determined in accordance with Section 2.4.

“Purchaser” has the meaning set forth in the Preamble.

“Purchaser Fundamental Representations” has the meaning set forth in subsection 9.1(a).

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“Requirement of Law” or “Requirements of Law” means, with respect to any Person, the Constituent Documents of such Person, and any Applicable Law applicable to or binding upon such Person or to which such Person or its property is subject.

“Requisite Regulatory Approvals” means the consents, registrations, approvals, permits or authorizations required by any Governmental Authority for the Purchase and Assumption, including those set forth in Schedule E-1.

“SafetyNet” means the SafetyNet® Balance Protection Program, an optional addendum to a Credit Card Agreement providing for debt cancellation in the event of disability, involuntary unemployment, employer-approved leave of absence, hospitalization, nursing home care, or loss of life.  SafetyNet was discontinued prior to the date hereof.

“Securitization Documents” means:

(i)the Bank Receivables Purchase Agreement;

(ii)the Amended and Restated Receivables Purchase Agreement, dated as of April 28, 2000, as amended by Amendment No. 1, dated as of August 22, 2001 and Amendment No. 2, dated as of January 31, 2011, by and between TCC and TRLLC;

(iii)the Pooling and Servicing Agreement;

(iv)the Series Supplement;

(v)the Series 2006-1 Certificates; and

(vi)the Second Amended and Restated Certificate Purchase Agreement, dated as of March 26, 2012, relating to the purchase of the Class A Certificates, by and among TRLLC, as transferor, Target National Bank, as servicer, Chariot Funding LLC, a Delaware limited liability company, as a conduit purchaser, Jupiter Securitization Company LLC (successor by merger to JS Siloed Trust), a Delaware limited liability company, as a conduit purchaser and JPMorgan Chase Bank, N.A., a national banking association, as alternate purchaser, managing agent and administrative agent.

“Securitization Opinions” means the following reasoned opinions from Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Sellers, addressed to the Sellers and to Purchaser, subject to customary and appropriate qualifications, assumptions, discussion, limitations and exceptions, in form and substance reasonably satisfactory to the Sellers and the Purchaser, that:

(i)FDIC Receivership Opinion (Target National Bank to TCC).

(a)in the event the FDIC were appointed as conservator or receiver for Target National Bank, the FDIC as such conservator or receiver

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would not have valid grounds to avoid any of the Securitization Documents on the basis of section 13(e) of the FDI Act, 12 U.S.C. § 1823(e).

(b)in the event the FDIC were appointed as conservator or receiver for Target National Bank, with respect to Bank Receivables that are held in the Target Credit Card Master Trust at such time:

(1)the Securitization Transfers of such Bank Receivables from Target National Bank to TCC will satisfy the conditions for the application of 12 C.F.R. § 360.6;

(2)under 12 C.F.R. § 360.6, the FDIC acting as conservator or receiver for Target National Bank would not have valid grounds, by exercise of its authority to disaffirm or repudiate contracts under 12 U.S.C. §1821(e), to reclaim or recover such Bank Receivables from the Target Credit Card Master Trust or the Holders, or to recharacterize such Bank Receivables as property of Target National Bank or of the conservatorship or receivership for Target National Bank, unless the Holders received payment of the principal amount of their Class A Certificates and the interest earned thereon at the contractual yield (to the extent secured by such Bank Receivables) through the date the Holders were so paid; and

(3)to the extent that the Securitization Transfers of such Bank Receivables pursuant to the Securitization Documents convey to Wells Fargo Bank, National Association, as trustee, for the benefit of the Holders a valid perfected security interest in such Bank Receivables to secure a valid claim against Target National Bank, the FDIC as conservator or receiver for Target National Bank would not have valid grounds, by exercise of its authority to disaffirm or repudiate contracts under 12 U.S.C. §1821(e), to avoid the security interest of Wells Fargo Bank, National Association, as trustee, in such Bank Receivables for the benefit of the Holders, unless the Holders, received their actual direct compensatory damages on such claim determined as of the date that the FDIC was appointed as such conservator or receiver.

(ii)True Sale Opinion (TCC to TRLLC).  In a properly presented and argued case, as a legal matter, and based upon existing case law, in the event of the bankruptcy of TCC, subject to the qualifications stated herein, the transfer of Bank Receivables from TCC to TRLLC would be treated as a “true sale” and, accordingly (a) section 362(a) of the Bankruptcy Code would not apply to stay payment to TRLLC (or its assigns) of amounts collected on the Bank

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Receivables and proceeds of sale thereof and (b) the Bank Receivables and proceeds of sale or collections thereof would not constitute property of TCC’s bankruptcy estate under section 541(a)(1) of the Bankruptcy Code.

(iii)Non-Consolidation Opinion (TCC and TRLLC).  If TCC becomes a debtor in a case under the Bankruptcy Code, for the reasons, among others, set forth below, it is our opinion that, in a properly argued and presented case, regardless of which of the approaches or standards a court follows, a creditor or trustee of TCC (or TCC as debtor in possession) would not have valid grounds to have a court disregard the limited liability form of TRLLC so as to cause a substantive consolidation of the assets and liabilities of TRLLC with the assets and liabilities of TCC in a manner prejudicial to the Series 2006-1 Certificateholders.

“Securitization Program” means the Series 2006-1 Certificates issued by Target Credit Card Master Trust and related documentation.

“Securitization Transfers” means each transfer of Bank Receivables by Target National Bank to TCC pursuant to the Bank Receivables Purchase Agreement.

“Seller Fundamental Representations” has the meaning set forth in subsection 9.1(a).

“Sellers” has the meaning set forth in the Recitals.

“Series Supplement” means the Second Amended and Restated Series 2006-1 Supplement to the Pooling and Servicing Agreement, dated as of March 26, 2012, by and among TRLLC, as transferor, Target National Bank, as servicer, and Wells Fargo Bank, National Association, as trustee.

“Series 2006-1 Certificateholder” means the holder of record of any Series 2006-1 Certificates.

“Series 2006-1 Certificates” means the Class A Certificates and the Variable Funding Collateral Interest, Series 2006-1, which have been issued pursuant to the Series Supplement.

“Store” means a physical location branded with a Company Licensed Mark.

“Subsidiary” means, with respect to any Person, any other Person a majority of the outstanding voting stock or securities of which are owned directly or indirectly by such Person.

“Tax Return” means any return, declaration, report or similar statement or information required to be filed with respect to any Taxes (including any attached schedules), including any information return, claim for refund, amended return and declaration of estimated Tax.

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“Taxes” means (i) any income, alternative or add-on minimum tax, gross receipts, sales, use, transfer, gains, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Authority responsible for the imposition of any such tax (domestic or foreign), and (ii) any liability for the payment of any amounts of the type described in clause (i) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as transferee or successor, by contract or otherwise.

“TCC” means Target Capital Corporation, a Minnesota corporation.

“TDB” has the meaning set forth in the Recitals.

“Third Party Notices and Consents” means the consents and approvals required by any third Persons for the Purchase and Assumption set forth in Schedule E-2.

“TRLLC” has the meaning set forth in the Preamble.

“True Sale Opinion” means an opinion from Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Sellers, addressed to the Sellers and to Purchaser, subject to customary qualifications, assumptions, limitations and exceptions, in form and substance reasonably satisfactory to the Sellers and the Purchaser, that:

(i)in a properly presented and argued case in a proceeding under the Bankruptcy Code, if the matter were properly briefed and presented to a court, the court would hold that the transfer of the Acquired Assets by TRLLC to the Purchaser in the manner set forth in this Agreement would constitute the sale of the Acquired Assets from TRLLC to the Purchaser; and

(ii)in the event that TRLLC, Target or TEI, either individually or collectively, were to become a debtor under the Bankruptcy Code, the transfer of Acquired Assets under this Agreement would not, after full consideration of all relevant factors, be properly characterized as a pledge of the Acquired Assets to secure a borrowing by TRLLC, Target or TEI from the Purchaser and accordingly, the Acquired Assets and the proceeds thereof would not be part of the estate of TRLLC, Target or TEI under Section 541 of the Bankruptcy Code in such event, and consequently Section 362 of the Bankruptcy Code would not be applicable to the Acquired Assets and the proceeds thereof.

“Trustee” has the meaning assigned in the Pooling and Servicing Agreement.

“UCC” means the Uniform Commercial Code, as in effect from time to time in the State of New York or any other applicable jurisdiction.

“Unreasonable Condition” means any modification, divestiture, restriction or condition imposed in connection with obtaining the Requisite Regulatory Approvals that

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would be so material and adverse with respect to the economic benefits to the Purchaser or the Sellers of the Purchase and Assumption that the Purchaser or the Sellers would not have entered into this Agreement under substantially similar economic terms had the Purchaser or Sellers known that such modification, divestiture, restriction or condition would be imposed.

“Value Proposition” means the primary Company loyalty, promotional or reward program offered to Cardholders in respect of Company Transactions, which as of the Effective Date consists of the provision to Cardholders of a five percent (5%) discount on Company Transactions; provided that the Value Proposition shall be deemed not to include any ancillary benefits Company may offer to Cardholders or Company Guests in addition to such primary benefit associated with such loyalty, promotional or reward program, such as the availability of free shipping on Target.com, the donation of funds to schools designated by Cardholders (known as “Take Charge of Education”), or the ability of Cardholders to earn shopping discounts based on purchases of prescriptions (known as “Pharmacy Rewards”).

“Written-Off Accounts” means all Private Label Accounts and Co-Branded Accounts that (i) have been charged-off or written-off as of the Cut-Off Time or (ii) that should have been charged-off or written-off as of the Cut-Off Time in accordance with the write-off policy attached hereto as Schedule C.

(b)Capitalized terms, to the extent applicable, shall be read without limitation to application to the Program or any party to the Credit Card Program Agreement.

Section 1.2Interpretation.

(a)In this Agreement, unless the context otherwise requires, references to:

(i)the Preamble or the Recitals, Sections, Annexes or Schedules refer to the Preamble or a Recital or Section of, or Annex or Schedule to, this Agreement;

(ii)any reference to a Contract (including this Agreement) refers to the Contract as amended, modified, supplemented or replaced from time to time;

(iii)any statute or regulation refer to the statute or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute or regulation include any successor to the section;

(iv)any Governmental Authority includes any successor to the Governmental Authority; and

(v)this Agreement means this Agreement, the Schedules, the Disclosure Schedules and the Annexes hereto.

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(b)The table of contents and headings contained in this Agreement are for reference purposes only and do not limit or otherwise affect any of the provisions of this Agreement.

(c)Whenever the word “include,” “includes” or “including” is used in this Agreement, it will be deemed to be followed by the words “without limitation.”

(d)Unless the context otherwise requires, the word “or” when used in this Agreement will be deemed to have the inclusive meaning represented by the phrase “and/or.”

(e)This Agreement is the product of negotiation by the parties having the assistance of counsel and other advisers. It is the intention of the parties that this Agreement not be construed more strictly with regard to one party than with regard to the other.

ARTICLE II

PURCHASE, SALE AND ASSUMPTION

Section 2.1Purchase and Sale.

(a)On the terms and subject to the conditions of this Agreement at the time of the Closing and effective from and after the Closing Date, the Sellers shall sell, convey and assign to the Purchaser, free and clear of all Liens, the Acquired Assets, and the Purchaser agrees to purchase all such Acquired Assets.  The terms of the operation of the Program with respect to the Acquired Assets will be subject to the terms and conditions of the Credit Card Program Agreement.

(b)(i)On and after the Closing Date, the Purchaser shall be the sole and exclusive owner of the Accounts and other Acquired Assets, and shall have all rights, powers, and privileges with respect thereto as such owner.  The Parent and/or its Affiliate(s) shall have the rights set forth in the Credit Card Program Agreement in accordance with the terms thereof.  All purchases and cash advances in connection with the Accounts and the Cardholder Indebtedness related to such Accounts outstanding as of the Closing Date or thereafter effected shall create the relationship of debtor and creditor between the Cardholder and the Purchaser, respectively.  The Sellers acknowledge and agree that, following the Closing Date, (A) they shall have no right, title or interest in or to, any of the Accounts or the Account Documentation related to such Accounts or any proceeds of the foregoing, and (B) the Purchaser shall extend credit directly to Cardholders.

(ii)Except as expressly provided in the Credit Card Program Agreement, the Purchaser shall be entitled to (A) receive all payments made by Cardholders on Accounts, and (B) retain for its account all Cardholder Indebtedness related to Accounts and such other fees and income authorized by the Credit Card Agreements and collected by the Purchaser with respect to the Accounts and the Cardholder Indebtedness related to such Accounts.

(c)(i)The parties hereto intend that, for all purposes, the transactions contemplated hereby shall be treated as a purchase and sale of the Acquired Assets.  Upon the

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Purchaser’s purchase of the Acquired Assets, all of Sellers’ right, title and interest therein shall be transferred to the Purchaser as provided in this Article II.  However, as a precaution in the unlikely event that any person asserts that Article 9 of the UCC applies or may apply to the transaction contemplated hereby, and to secure Sellers’ payment of and performance of all obligations of Sellers to Purchaser, each Seller hereby grants to the Purchaser a first priority security interest in all of such Seller’s right to and interest in, whether now existing or hereafter created or acquired, the Acquired Assets and proceeds thereof to secure a loan deemed to have been made by the Purchaser to the Sellers in an amount equal to the Purchase Price.

(ii)The Purchaser shall prepare at or prior to the Closing Date such financing statements (the “Financing Statements”) as the Purchaser reasonably determines are necessary or appropriate to fully preserve, maintain and protect the interest of the Purchaser in the Acquired Assets and proceeds thereof.  Each Seller hereby authorizes the Purchaser to file such Financing Statements and any continuation statements and amendments thereto in all jurisdictions and with all filing offices as the Purchaser may reasonably determine are necessary or advisable to protect the interest of the Purchaser in the Acquired Assets and proceeds thereof.  Following filing of such Financing Statements in such jurisdictions as the Purchaser may reasonably determine is necessary or appropriate to fully preserve, maintain and protect the interest of the Purchaser in the Acquired Assets and proceeds thereof, the Purchaser shall provide Sellers with file-stamped copies of, or filing receipts for, such Financing Statements as soon as available following such filing.

Section 2.2Assumption of Liabilities.  On the terms and subject to the conditions of this Agreement from and after the Closing Date, the Purchaser agrees to assume, pay, defend, discharge and perform as and when due the Assumed Liabilities; provided, that the terms of the operation of the Program with respect to the Assumed Liabilities will be subject to the terms and conditions of the Credit Card Program Agreement.

Section 2.3Excluded Liabilities.  Notwithstanding any provision in this Agreement or any other writing to the contrary, on the Closing Date the Purchaser is assuming only the Assumed Liabilities and the Purchaser is not assuming any other Liabilities pursuant to this Agreement, including any Excluded Liabilities.  Such other Liabilities, including the Excluded Liabilities, will be retained by the Sellers.

Section 2.4Purchase Price; Purchase Price Adjustment.

(a)On the second Business Day before the Closing Date, Sellers will deliver to the Purchaser the Estimated Closing Statement reflecting the Sellers’ calculation of the Estimated Purchase Price.

(b)Within sixty (60) Business Days after the Closing, the Parent will deliver to the Purchaser the Final Closing Statement and all material working papers used to support the calculations contained in the Final Closing Statement.

(c)The Purchaser shall, within thirty (30) calendar days after receipt of the Final Closing Statement, advise the Parent in writing and in reasonable detail of any inaccuracies it believes were reflected in the Final Closing Statement.  In the event no such objection is

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delivered to the Parent within such time period, the Final Closing Statement, as delivered to the Purchaser, shall be final and binding upon the parties.  In the event the Purchaser delivers such an objection, the Parent and the Purchaser shall attempt in good faith to resolve their differences. In the event all differences are not resolved within thirty (30) calendar days following delivery by the Purchaser of an objection, then the issues remaining unresolved shall be determined by an independent public accountant mutually acceptable to the Parent and the Purchaser (the “Accountant”).  The Accountant shall resolve all disputed items in accordance with the provisions of this Agreement.  In making its determination, the Accountant may only consider those items and amounts as to which the Purchaser and the Parent have disagreed within the time periods specified.  The Accountant’s determination shall be final and binding on the parties hereto and such determination shall be conclusive and not subject to appeal absent manifest error.  The fees of the Accountant will be shared by the Purchaser and the Parent in proportion to the relative differences between their respective calculations of the Purchase Price and the amount determined by the Accountant.

(d)If the Estimated Purchase Price exceeds the Purchase Price, then the Sellers shall, within five (5) Business Days after the Purchase Price has been finally determined pursuant to subsection 2.4(c), pay such excess to the Purchaser, together with interest on such excess for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to LIBOR.  If the Estimated Purchase Price is less than the Purchase Price, then the Purchaser shall, within five (5) Business Days after the Purchase Price has been finally determined pursuant to subsection 2.4(c), pay such deficiency to the Sellers together with interest on such deficiency for the period from and including the Closing Date to but excluding the date of such payment at a rate per annum equal to LIBOR.  Each party to this Agreement will make available to the other parties, and to the Accountant, its and its accountant’s work papers, schedules and other supporting data as may be reasonably requested by such party to enable it to verify the amounts set forth in the Final Closing Statement.

Section 2.5Allocation of Purchase Price

(a)On or before the Closing Date, the Purchaser will provide (based on information previously disclosed by the Sellers) a non-binding draft of a statement for Tax purposes and substantially in the form of Schedule D (the “Allocation Statement”) setting forth a preliminary calculation of the amount of the Purchase Price to be allocated first among the Acquired Assets, and second, between Sellers.

(b)Within 60 calendar days after the Final Closing Statement is finalized (pursuant to subsections 2.4(b) and 2.4(c)), the Purchaser shall prepare and deliver to the Sellers a revised Allocation Statement.  If, within fifteen (15) Business Days after the Sellers’ receipt of such revised draft Allocation Statement, the Sellers have not objected in writing to such draft Allocation Statement, then the draft Allocation Statement shall become the final Allocation Statement and subsection 2.5(d) shall apply.  In the event that the Sellers object in writing within such fifteen (15) Business Day period, the Sellers and the Purchaser shall negotiate in good faith to resolve the dispute.  If the Sellers and the Purchaser are unable to reach an agreement within fifteen (15) Business Days after the Purchaser’s receipt of the Sellers’ written objection, then each of the Sellers and the Purchaser shall use its own allocation for Tax purposes, and neither the Sellers nor the Purchaser shall be bound by this Section 2.5, other than subsection 2.5(c).

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(c)Without regard to whether Section 1060 of the Code applies to this sale, the Allocation Statement and the allocation reported on the Tax Returns of the parties will be prepared in accordance with Section 1060 of the Code and the rules and regulations promulgated thereunder.  The Allocation Statement will be modified appropriately to take into account subsequent adjustments or additional payments which are treated as purchase price for U.S. federal income Tax purposes.

(d)If an Allocation Statement is agreed to by the Sellers and the Purchaser pursuant to subsection 2.5(b), then the parties hereto agree to report the allocation of the total consideration among the Acquired Assets in a manner consistent with the Allocation Statement and agree to act in accordance with the Allocation Statement in the preparation and filing of all Tax Returns (including Form 8594 with their respective U.S. federal income tax returns for the taxable year that includes the Closing Date and any other forms or statements required by the Code, applicable Treasury Regulations, the Internal Revenue Service or any applicable state or local taxing authority) and in the course of any Tax audit, Tax review or Tax litigation relating thereto.

(e)If an Allocation Statement is agreed to by the Sellers and the Purchaser pursuant to subsection 2.5(b), the Purchaser and the Sellers will promptly inform each other of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.5 and shall consult with and keep each other informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge.

(f)Notwithstanding the foregoing in this Section 2.5, a Seller may modify the Allocation Statement if an alternative allocation of Purchase Price is imposed on a Seller (or is otherwise required of such Seller) by a non-Tax Governmental Authority.

Section 2.6Tax Treatment.   For the avoidance of any doubt, the Sellers and the Purchaser agree that the transactions contemplated hereby shall be treated by each of the Sellers, the Purchaser, and their Affiliates, as a sale of the Acquired Assets by the Sellers to the Purchaser for all federal and state income Tax purposes.  The Sellers and the Purchaser, and their Affiliates, shall report, act, and file Tax Returns in all respects and for all purposes consistent with such treatment and will not voluntarily take any position inconsistent therewith upon any examination of any Tax Return, in any audit, proceeding or otherwise with respect to any Tax Return unless prohibited by Applicable Law.  The Purchaser and the Sellers shall promptly notify each other if any Governmental Authority proposes to change such treatment and none of the parties will agree to any adjustment asserted by such Governmental Authority reflecting such changed treatment without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed.

Section 2.7Closing File and Master File.  As soon as possible after the Closing Date, but in all events within thirty (30) calendar days after the Closing Date, the Sellers shall provide to the Purchaser the Closing File, and as soon as possible after the Closing Date, but in all events within thirty (30) calendar days after the Closing Date, the Sellers shall provide to the Purchaser the Master File as of the Cut-Off Time.

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ARTICLE III

CLOSING AND ASSIGNMENT

Section 3.1The Closing.

(a)The closing (the “Closing”) of the purchase and sale of the Acquired Assets and assumption of the Assumed Liabilities hereunder (collectively, the “Purchase and Assumption”) will take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP on the later of (i) March 29, 2013 and (ii) the second Business Day following the satisfaction or waiver of each of the Closing Date Conditions in accordance with the terms of this Agreement or at such other date as the parties hereto jointly designate in writing (the “Closing Date”).

(b)At the Closing, the Purchaser will, and the Sellers will, deliver or cause to be delivered to each other the Instrument of Assignment and Assumption in substantially the form set forth in Annex A, and such other instruments as are necessary or appropriate to reflect the Purchase and Assumption and the satisfaction or waiver of the conditions set forth in Article VII.

(c)At the Closing, the Purchaser will pay the Estimated Purchase Price by initiating a wire transfer of immediately available funds (in U.S. dollars) prior to 11:00 a.m. Eastern time on the Closing Date to an account or accounts specified by the Sellers at least one Business Day prior to the Closing Date.

(d)Subject to the following provisions of this subsection 3.1(d), the Purchaser agrees to assume all rights and obligations of Target National Bank under the Deposit Account Agreement, including all deposit Liabilities thereunder to the extent outstanding as of the Closing Date.  On the Closing Date, the Sellers shall pay to the Purchaser an amount equal to the Deposit Liabilities held by Target National Bank for the Parent (which payment shall be made by a deduction from the Purchase Price).  On the Business Day following the Closing Date, the Purchaser shall pay to the depositor the same amount of such deposit Liabilities as it assumed.

ARTICLE IV

REPRESENTATIONS OF THE PARTIES

Section 4.1Representations of the Sellers.  As of the Agreement Date and the Closing Date, and except as Previously Disclosed, each of the Sellers and the Parent, separately and for itself (including with respect to the aspects of the Business owned and operated by it, if any), and in addition the Parent, with respect to all representations regarding the Business, represents to the Purchaser as follows and as applicable:

(a)Existence and Authority.  Target National Bank is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America.  TRLLC is duly organized, validly existing and in good standing under its jurisdiction of organization.  The Parent is duly organized, validly existing and in good standing under its jurisdiction of organization.  Each Seller has the requisite power and authority to own the Acquired Assets owned by it prior to the sale hereunder and to carry on the Business as

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currently conducted, and is duly qualified to do business in each jurisdiction where the ownership or operation of the Acquired Assets or the conduct of the Business requires such qualification, except, with respect to being in good standing or qualified to do business, for any failure to be in good standing or be so qualified that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Business, the Acquired Assets or such Seller.

(b)Authorization and Validity.  The Parent and each Seller has the requisite corporate or other power and authority to execute, deliver and perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party.  This Agreement and each Ancillary Agreement has been duly authorized by the Parent and each Seller party thereto.  This Agreement has been duly executed and delivered by the Parent and each Seller and each Ancillary Agreement has been, or shall have been at the Closing Date, duly executed and delivered by the Parent and each Seller party thereto.  Assuming that this Agreement and the Credit Card Program Agreement have been, and that the other Ancillary Agreements have been or will be on or prior to the Closing Date, duly authorized, executed and delivered by the Purchaser, each of this Agreement and the Credit Card Program Agreement is, and each of the other Ancillary Agreements is or will be at the Closing Date, the legal, valid and binding obligation of the Parent and each Seller party thereto, enforceable against the Parent and each such Seller in accordance with its respective terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws affecting creditors’ rights generally and to general equitable principles.

(c)Governmental and Third-Party Consents.  Except as set forth in Schedule E-1 and Schedule E-2, no notices, reports or other filings (other than the filing of a Form 8-K with the Securities and Exchange Commission) are required to be made by the Parent or the Sellers with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by it from, any Governmental Authority or any other third party in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Parent or the Sellers or the consummation by the Parent or the Sellers of the transactions contemplated by this Agreement or the Ancillary Agreements (including performance by Parent and its Affiliates of their servicing obligations following the Closing Date), except for such notices, reports, filings, consents, registrations, approvals, permits or authorizations which have been Previously Disclosed or the failure to make or obtain which would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (without giving effect to clauses (i)(d) and (e) of the definition of Material Adverse Effect) on the Business, the Sellers, Parent or the Acquired Assets following the Closing Date.

(d)No Conflicts.  The execution, delivery and performance by the Parent or the Sellers of this Agreement and the Ancillary Agreements do not, and (subject to obtaining the governmental and third-party consents referred to in subsection 4.1(c)) the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not:

(i)breach, violate, conflict with, or be prohibited by the Constituent Documents of the Parent or the Sellers;

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(ii)breach, violate, conflict with, or be prohibited by any Requirements of Law or Applicable Law applicable to the Parent or the Sellers;

(iii)breach, violate, create material obligations under, conflict with, be prohibited by or result in a default under the terms, conditions or provisions of any Contract of the Parent or any Seller (including any posted policy of Parent or any Seller with respect to privacy or personal information), or give any Person the right to terminate or cancel any right of the Parent or any Seller under any Contract of the Parent or such Seller, or accelerate the performance of its obligations thereunder; or

(iv)result in the creation of any Lien on any Acquired Asset (with or without the giving of notice or the lapse of time, or both), other than the lien created by this Agreement

except in each case described in clause (ii) or (iii), for any breach, violation, default, termination, cancellation or acceleration that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (without giving effect to clauses (i)(d) and (i)(e) of the definition of Material Adverse Effect) on the Business, the Acquired Assets, Parent or the Sellers.

(e)Absence of Certain Changes.  Except as Previously Disclosed, (i) since January 28, 2012 and through the Agreement Date, the Business has been conducted in the ordinary course in accordance with past practices and standards and has been operated in all material respects in compliance with the policies and procedures of the Sellers, and (ii) since January 28, 2012, there has not been any event, occurrence, change or circumstance that has had a Material Adverse Effect on Parent, the Sellers, the Acquired Assets or the Business, or would reasonably be expected to have, a Material Adverse Effect on Parent, the Sellers, the Acquired Assets or the Business following the Closing Date.

(f)Title to Properties; Encumbrances.  Each Seller is the legal and beneficial owner of good and marketable title and all right and interest in the Acquired Assets to be sold by it to the Purchaser, free and clear of all Liens, other than Liens that have been Previously Disclosed and will have been terminated and released on the Closing Date, and each Seller has the sole right to sell and transfer the Acquired Assets to be sold by it to the Purchaser.

(g)Litigation.  Except as disclosed on Schedule M, there are no Actions pending, in arbitration or before any Governmental Authority, against a Seller, the Parent or any affiliate of a Seller, in connection with the Business or any Acquired Asset, or to a Seller’s Knowledge, threatened against a Seller, the Parent or any affiliate of a Seller, with respect to the Business or Acquired Assets, in each case that would be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect on the Business or the Acquired Assets.  There are no Actions pending or to a Seller’s Knowledge, threatened, in arbitration or before any Governmental Authority, that (i) assert the invalidity or unenforceability of this Agreement, (ii) seek to prevent the consummation of any of the transactions contemplated by this Agreement, or (iii) seek any determination or ruling that, individually or in the aggregate, would materially and adversely affect the performance by Parent or a Seller of its obligations under this Agreement.

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(h)Contracts.  Schedule J sets forth an accurate and complete list of material contracts and agreements, other than Credit Card Agreements, to which a Seller or an Affiliate of a Seller is a party in its capacity as originator of Accounts.

(i)Compliance with Laws.  Except to the extent that any of the following would not have a Material Adverse Effect on the Business, the Acquired Assets or the Sellers:

(i)The Parent and each Seller is, and has been since August 20, 2009, in compliance in all material respects with all Requirements of Law relating to the Business and the Acquired Assets; and

(ii)The Parent and each Seller, since August 20, 2009 (A) is not and has not been, subject to any capital plan or supervisory agreement, matter requiring attention or other examination finding, cease and desist or similar order or directive or memorandum between it and any Governmental Authority or issued by any Governmental Authority relating to the Business or the Acquired Assets, and (B) has not adopted any board resolutions at the request of any Governmental Authority.

(j)Account Documentation; Accounts; Gross Receivables.  Except to the extent that any of the following would not have a Material Adverse Effect on the Business, the Acquired Assets or the Sellers:

(i)The Credit Card Agreements and each Account, including the amounts outstanding thereunder, is a legal, valid and binding obligation of each obligor thereunder, including any cosigner, guarantor or surety, and is enforceable against such obligors in accordance with its terms, (A) subject to Account fraud of Cardholders or third parties (other than Parent, the Sellers or their Affiliates) reflected, subject to Business Policies and Procedures, in the Master File as of the Cut-Off Time or not known to Seller, (B) subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other laws relating to or affecting creditors’ rights generally and the effect of general equitable principles, and (C) is not subject to offset, recoupment, adjustment or any other claim except for (1) the rights of Cardholders pursuant to the Servicemembers Civil Relief Act or (2) possible claims and defenses asserted by a Cardholder in connection with ordinary course disputes.  To the extent the foregoing representation regarding the enforceability of the Credit Card Agreements is dependent upon the capacity, authority or any other factor relating to the identity or status of the obligor, such representation as to such matters is given solely to the Sellers’ Knowledge.

(ii)All amounts due and payable on the Accounts are payable only in U.S. dollars.  As of the Closing Date, no Account is secured by any collateral whatsoever.

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(iii)Each of the Accounts has been underwritten by the Sellers in compliance with the Business Policies and Procedures as in effect at the applicable times.

(iv)Each Account complies with the applicable Account Documentation.

(v)All Account applications have been solicited, taken and evaluated and applicants notified in a manner that complied with all applicable Requirements of Law.

(vi)All Accounts have been solicited, opened and originated, maintained and serviced in all material respects, in compliance with applicable Requirements of Law.

(vii)All terms and conditions applicable to, and disclosures made in connection with, the Accounts complied in all material respects with all applicable Requirements of Law.

(viii)The Credit Card Agreements attached as Schedule H set forth the substantive terms governing Accounts that represented at least 92% of the Gross Receivables as of September 28, 2012.  The terms of the Credit Card Agreements have not been waived, impaired, altered or modified in any respect (other than on a case by case basis as reflected in the Master File).  To the extent the terms and conditions of any Credit Card Agreements have not been made available to Purchaser as of the Agreement Date, such terms and conditions comply with all requirements of Applicable Law.

(k)No Brokers or Finders.  The Assumed Liabilities do not include, and the Sellers are solely responsible for and shall pay, any Liability incurred by any of them or any of their Affiliates for any financial advisory fees, brokerage fees, commissions or finder’s fees directly or indirectly in connection with this Agreement or the transactions contemplated hereby or by the Ancillary Agreements.

(l)Marketing Agreements. Except as Previously Disclosed to the Purchaser, there are no material contracts, agreements, licenses or commitments, including any affinity card or similar agreements, relating to the marketing of any product or service to Cardholders by third parties.  Purchaser will not be required to assume any such contract, agreement, licenses or commitments (whether or not Previously Disclosed) pursuant to this Agreement.

(m)Re-aged Accounts.  Other than in accordance with the Business Policies and Procedures relating to re-aging Accounts as Previously Disclosed, since January 1, 2010, the Sellers have not re-aged any Accounts and the Office of the Comptroller of the Currency has not notified the Sellers as to any possible noncompliance of the Sellers’ re-aging policies with the rules, policies and practices of the Office of the Comptroller of the Currency.

(n)Sale or Use of Cardholder List.  Since January 1, 2010, except for the lease or license of the Cardholder List to enhancement and marketing vendors as Previously

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Disclosed by the Sellers, neither the Sellers nor any of their Affiliates has sold, transferred, leased or licensed the Cardholder List, or any part thereof, to any third party for their independent use.  Each such enhancement and marketing vendor is contractually required to maintain the confidentiality of the Cardholder List, is restricted to a specific use or uses of the list and is required to return or destroy the list upon completion of the permitted use or uses.

(o)Accuracy of Data Tapes, Master File and Closing File.

(i)The Data Tape delivered by the Sellers to the Purchaser on May 30, 2012, containing data through the last Billing Cycle in March 2012 is accurate and complete, in all material respects, subject to normal reconciliations to the Master File as have been described to the Purchaser prior to the date hereof, except as would not reasonably be expected to impact the valuation of the Accounts and Gross Receivables in any material respect.

(ii)The Data Tape delivered by the Sellers to the Purchaser on July 9, 2012, containing data though the last Billing Cycle in May 2012 is accurate and complete, in all material respects, subject to normal reconciliations to the Master File as have been described to the Purchaser prior to the date hereof, except as would not reasonably be expected to impact the valuation of the Accounts and Gross Receivables in any material respect.

(iii)The Closing File and Master File to be delivered pursuant to Section 2.7 will be true, complete and accurate in all material respects as of the Cut-Off Time, and neither the Master File nor the Closing File will contain any untrue statement of a material fact or will omit to state a material fact which is necessary to make the facts stated therein not misleading.

(p)Servicing Policies and Qualifications.  As of the Closing Date, Parent and its Affiliates performing servicing obligations following the Closing Date shall have all licenses and other registrations and qualifications and shall have made all filings and notices necessary to perform their obligations under the Credit Card Program Agreement.  Sellers have made available to Purchaser prior to the date hereof true and complete copies, or provided access to electronic copies, of all written policies and procedures constituting part of the Business Policies and Procedures as in effect on the date hereof.

(q)Deposit Liabilities.  Sellers have delivered to the Purchaser true and complete copies of all documents governing the Deposit Liabilities. The deposit accounts relating to the Deposit Liabilities were opened in compliance with all Applicable Laws and the terms and conditions of the related deposit agreements comply with all Applicable Laws, in each case, in all material respects and do not restrict Purchaser’s ability to pay the deposit accountholders at any time.

(r)No Liens.  There are no Liens with respect to Taxes upon any of the Acquired Assets.

(s)Taxes. Sellers have filed (or caused to be filed) all Tax Returns that were required to be filed on or before the Cut-Off Time (taking into account all applicable extensions)

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with respect to the Business or any Acquired Asset, and have paid all Taxes shown thereon as due and any other Taxes attributable to the Business or any Acquired Asset.

(t)Accounting Treatment of Transfer.  The Sellers intend to treat the conveyance of the interest in the Accounts, Gross Receivables and the other Acquired Assets to the Purchaser pursuant to this Agreement as a sale for purposes of GAAP.

(u)Solvency.  The Sellers (i) are not and will not become insolvent as a result of the sale or other transfer of the Accounts, Gross Receivables and the other Acquired Assets to the Purchaser under this Agreement and (ii) are not transferring the Accounts, the Gross Receivables or the other Acquired Assets hereunder with the intent to hinder, delay or defraud any Person or impair any of their rights.  The transfer of the Accounts, Gross Receivables and the other Acquired Assets by the Sellers to the Purchaser hereunder has a legitimate business purpose.

(v)No Ancillary Products.  Other than SafetyNet, none of the Sellers, Parent or any of their affiliates has any agreement with any Cardholder to provide any debt cancellation or other enhancement product or service.

Section 4.2Representations of the Purchaser.  As of the Agreement Date and the Closing Date, and except as Previously Disclosed, the Purchaser represents to the Sellers and to the Parent as follows:

(a)Existence and Authority.  The Purchaser is a national banking association, duly organized, validly existing, and in good standing under the laws of the United States of America, and has the requisite power and authority to carry on its business as now conducted and, subject to receipt of the governmental approvals referred to in subsection 4.2(c) to acquire the Acquired Assets and operate the Business.  The Purchaser’s deposits are insured by the Federal Deposit Insurance Corporation to the fullest extent permitted by law.

(b)Authorization and Validity.  The Purchaser has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and each of the Ancillary Agreements, subject to receipt of the governmental approvals referred to in subsection 4.2(c) in the case of the obligations to complete the Purchase and Assumption contemplated hereby.  This Agreement and each Ancillary Agreement have been duly authorized by the Purchaser.  This Agreement has been duly executed and delivered by the Purchaser and each Ancillary Agreement has been or shall have been, at the Closing Date, duly executed and delivered by the Purchaser.  Assuming that this Agreement and the Credit Card Program Agreement have been, and that the other Ancillary Agreements have been or will be on or prior to the Closing Date, duly authorized, executed and delivered by Parent, the Sellers and the other parties thereto, each of this Agreement and the Credit Card Program Agreement is, and the Ancillary Agreements will be at the Closing Date, the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other laws affecting creditors’ rights generally and to general equitable principles.

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(c)Governmental and Third-Party Consents.  Except as set forth in Schedule E-1, no notices, reports or other filings are required to be made by the Purchaser with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by it from, any Governmental Authority or any other third party in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Purchaser or the consummation by the Purchaser of the transactions contemplated by this Agreement or the Ancillary Agreements, except for such notices, reports, filings, consents, registrations, approvals, permits or authorizations which have been Previously Disclosed or the failure to make or obtain which would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (without giving effect to clauses (i)(d) and (i)(e) of the definition of Material Adverse Effect) on the Business or the Acquired Assets as of the Closing Date (after giving effect to the Closing) or on the Purchaser.

(d)No Conflicts.  The execution, delivery and performance by the Purchaser of this Agreement and the Ancillary Agreements do not, and (subject to obtaining the governmental and third-party consents referred to in subsection 4.2(c)) the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements will not:

(i)breach, violate, conflict with, or be prohibited by the Purchaser’s Constituent Documents;

(ii)breach, violate, conflict with, or be prohibited by any Requirements of Law or Applicable Law applicable to the Purchaser;

(iii)breach, violate, create material obligations under, conflict with, be prohibited by or result in a default under the terms, conditions or provisions of any Contract of the Purchaser (including any posted policy of the Purchaser with respect to privacy or personal information), or give any Person the right to terminate or cancel any right of the Purchaser under any such Contract, or accelerate the performance of its obligation thereunder; or

(iv)result in the creation of any Lien on the properties or assets of the Purchaser (with or without the giving of notice or the lapse of time, or both);

except in each case described in clause (ii) or (iii) for any breach, violation, default, termination, cancellation or acceleration that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (without giving effect to clauses (i)(d) and (i)(e) of the definition of Material Adverse Effect) on the Business or the Acquired Assets as of the Closing Date (after giving effect to the Closing) or on the Purchaser.

(e)Compliance with Laws.  Except to the extent that any of the following would not have a Material Adverse Effect on the Business or the Acquired Assets as of the Closing Date (after giving effect to the Closing) or on the Purchaser:

(i)the Purchaser is and since August 20, 2009 has been, in compliance in all material respects with all Requirements of Law; and

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(ii)the Purchaser (A) is not and since August 20, 2009 has not been, subject to any capital plan or supervisory agreement, matter requiring attention or other examination finding, cease and desist or similar order or directive or memorandum between it and any Governmental Authority or issued by any Governmental Authority, and (B) has not adopted any board resolutions at the request of any Governmental Authority.

(f)Available Funds.  The Purchaser has sufficient cash, available lines of credit or other sources of immediately available funds or liquid assets to enable it to pay the Estimated Purchase Price as required by subsection 3.1(c) and to timely pay any other amounts to be paid by it under this Agreement.

(g)Litigation.  There are no Actions pending, in arbitration or before any Governmental Authority, against the Purchaser, any Affiliate of the Purchaser, or any of their respective assets, or to the Purchaser’s Knowledge, threatened against the Purchaser, any Affiliate of the Purchaser, or any of their respective assets, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Business and the Acquired Assets as of the Closing Date (after giving effect to the Closing) or on the Purchaser.  There are no Actions pending or to the Purchaser’s Knowledge, threatened, in arbitration or before any Governmental Authority, that (i) assert the invalidity or unenforceability of this Agreement, (ii) seek to prevent the consummation of any of the transactions contemplated by this Agreement, or (iii) seek any determination or ruling that, individually or in the aggregate, would materially and adversely affect the performance by the Purchaser of its obligations under this Agreement.

(h)No Brokers or Finders.  Any liability incurred by the Purchaser or its Affiliates for any financial advisory fees, brokerage fees, commissions or finder’s fees directly or indirectly in connection with this Agreement or the transactions contemplated hereby or by the Ancillary Agreements will be borne by the Purchaser.

(i)Absence of Certain Changes.  Except as Previously Disclosed, since January 28, 2012, there has not been any event, occurrence, change or circumstance that would reasonably be expected to have, a Material Adverse Effect on the Business and the Acquired Assets (after giving effect to the Closing) or on the Purchaser.

(j)Accounting Treatment of Transfer.  The Purchaser intends to treat the acquisition of the interest in the Accounts, Gross Receivables and the other Acquired Assets from the Sellers pursuant to this Agreement as a sale for purposes of GAAP.

Section 4.3No Other Representations or Warranties.  Except as expressly set forth in this Article IV and Article VI or in any of the Ancillary Agreements, none of the Parent, the Sellers or the Purchaser have made or make any other express or implied representations, or any express or implied warranty, either written or oral, with respect to the Acquired Assets, the Assumed Liabilities or the Sellers, the Business or the Purchaser, respectively.

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ARTICLE V

COVENANTS

Section 5.1Access and Confidentiality.

(a)Until the Closing Date, upon reasonable prior notice and subject to applicable Requirements of Law relating to the exchange of information, Parent and the Sellers will permit the Purchaser and its authorized representatives to have reasonable access, during regular business hours for purposes consistent with this Agreement, to the personnel (including the employees, and shall instruct such personnel to cooperate with Purchaser), properties and financial books and records relating to the Business (including reasonable access to the servicing reports, systems and procedures of Target National Bank), to the extent that such access does not materially interfere with the business of Parent or the Sellers; provided, that the Purchaser and such representatives comply with the confidentiality obligations contained herein and in the Credit Card Program Agreement and in the Mutual Non-Disclosure Agreement, dated as of February 9, 2011, by and between The Toronto-Dominion Bank, on behalf of itself and its subsidiaries, and the Parent (the “Confidentiality Agreement”); and provided, further, that the foregoing shall not (i) require the Sellers to permit any inspection, or to disclose any information, that in their reasonable judgment would result in the disclosure of any trade secrets of third parties or trade secrets of the Sellers or their Affiliates unrelated to the Business or violate any obligations of the Sellers to any third party with respect to confidentiality if the Sellers shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure or (ii) require any disclosure by the Sellers that could, as a result of such disclosure, have the effect of causing the waiver of any attorney-client privilege.

(b)The parties hereto agree to comply with the Confidentiality Agreement until the Closing Date, at which time the Confidentiality Agreement shall be deemed terminated and superseded by the confidentiality provisions of the Credit Card Program Agreement.

(c)Each party shall be entitled to specific performance of the foregoing provisions of this Section 5.1 and the provisions of the Confidentiality Agreement, in addition to any other remedies that they may have at law or in equity.

Section 5.2Conduct of Business.

(a)The Parent and each Seller agrees that it shall, and that it shall cause its Affiliates to, in each case with respect to the Business or the Acquired Assets, from the date hereof through the Closing Date, conduct the Business and originate, create, acquire or use the Acquired Assets in the ordinary course of business in accordance with past practices and standards (including collection practices and accounting practices for charge-offs) as in effect on the date hereof, and in accordance with Requirements of Law, except to the extent any change or deviation is: (A) made in accordance with the procedures set forth in the Credit Card Program Agreement or expressly permitted by this Agreement or the Credit Card Program Agreement, (B) required by Requirements of Law, or (C) consented to by the Purchaser.

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(b)Without limiting the foregoing clause (a), and except in accordance with the procedures set forth in the Credit Card Program Agreement, or as expressly permitted by this Agreement or the Credit Card Program Agreement, required by Requirements of Law or consented to by the Purchaser, until the Closing Date, Parent and each Seller agrees that it shall not, and that it shall cause its Affiliates not to:

(i)change in any material respect its credit or underwriting, posting, collection, pricing, marketing, origination, charge-off, reaging, servicing or operating policies and procedures with respect to the Business;

(ii)change the forms of Credit Card Agreement currently used by the Business, or implement any change in the terms and conditions of the Credit Card Agreements or the Accounts, other than any changes made on an individual, case by case basis in the ordinary course of business;

(iii)sell, lease or otherwise dispose of any of the Acquired Assets, except in the course of collection in the ordinary course of business in accordance with past practices and standards; or

(iv)agree with any Person or otherwise commit itself to do any of the foregoing.

Section 5.3Reasonable Efforts; Other Filings.

(a)Subject to the terms and conditions of this Agreement, the Purchaser will, and Parent and the Sellers will, and each will cause their Affiliates to, use commercially reasonable efforts to take, or cause to be taken, all actions and will do, or cause to be done, all things necessary, proper or advisable under applicable Requirements of Law, so as to permit consummation of the Purchase and Assumption as promptly as reasonably practicable and otherwise to enable consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, and will cooperate fully to that end.

(b)Without limiting subsection 5.3(a), the Sellers will, and the Purchaser will, and each will cause their Affiliates to, use commercially reasonable efforts to prepare all documentation, to effect all filings and to obtain all permits, consents, approvals and authorizations of each Governmental Authority necessary to consummate the transactions contemplated by this Agreement and the Ancillary Agreements, including taking any action necessary to defend vigorously, lift, mitigate or rescind the effect of any litigation or administrative proceeding involving any Governmental Authority adversely affecting the transactions contemplated by this Agreement, including promptly appealing any adverse court or administrative decision.  Each of the Sellers, on the one hand, and the Purchaser, on the other hand, shall consult with the other with respect to the obtaining of such permits, consents, approvals and authorizations and to keep the other apprised of the status thereof.  Subject to Requirements of Law and appropriate confidentiality protections, the Sellers and the Purchaser shall each furnish to the others such necessary information and reasonable assistance as any of the other parties may request in connection with the foregoing; provided, that the Sellers and the Purchaser may choose to comply with this provision by direct submission of the requested

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information to the applicable Governmental Authority.  Each party shall, subject to applicable Requirements of Law, permit counsel for the other party to review in advance any such proposed written communication to any Governmental Authority.

(c)Without limiting the foregoing, the Sellers will, and the Purchaser will, and each will cause their Affiliates to, use commercially reasonable efforts to obtain the Requisite Regulatory Approvals in time to permit the Closing Date to occur as soon as reasonably practicable. Each of the Sellers will, and the Purchaser, will, and each will cause their Affiliates, without any request or demand by the other, to complete all necessary filings related to the Requisite Regulatory Approvals no later than fifteen (15) Business Days from the execution and delivery of this Agreement and to prosecute actively all such filings and pursue the receipt of each Requisite Regulatory Approval.  Notwithstanding the foregoing and anything else in this Agreement, nothing contained herein shall be deemed to require the Sellers or the Purchaser, as applicable, to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Authorities that would have a Material Adverse Effect on the business, operations, results of operations or the financial condition of the Sellers or the Purchaser, as applicable, or that would constitute an Unreasonable Condition.

(d)Sellers shall reasonably cooperate with Purchaser in connection with Purchaser’s preparation and filing of Financing Statements evidencing and perfecting the transactions contemplated hereby.

(e)The Purchaser will promptly notify the Sellers in writing, and the Sellers will promptly notify the Purchaser in writing, upon (i) becoming aware of any order or decree or any complaint praying for an order or decree restraining or enjoining the execution of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereunder and thereunder, or (ii) receiving any notice from any Governmental Authority of its intention to (A) institute an Action to restrain or enjoin the execution of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereunder and thereunder or (B) nullify or render ineffective this Agreement or the Ancillary Agreements if such transactions are consummated.

Section 5.4Additional Instruments.  At the reasonable request of the Sellers, on the one hand, or the Purchaser, on the other hand, at or after the Closing, the Person receiving such request will promptly execute and deliver, or cause to be executed and delivered, to the requesting party such assignments, bills of sale, assumption agreements, consents and other similar instruments in addition to those required by this Agreement, in form and substance satisfactory to the requesting party, as may be reasonably necessary to carry out or implement any provision of this Agreement or any Ancillary Agreement.  In addition, the Parent and Sellers shall cooperate to transfer any and all right to interchange fees and bank identification numbers associated with the Acquired Assets to the Purchaser as of the Closing Date and Parent, the Sellers and the Purchaser agree to use commercially reasonable efforts to complete the transfer of the bank identification numbers.

Section 5.5Company Licensed Marks; Branding.  It is expressly agreed that, except for the limited license granted in the Credit Card Program Agreement, the Purchaser

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is not purchasing or acquiring any right, title or interest in Company Licensed Marks.  The Purchaser acknowledges that the Sellers or their Affiliates own the Company Licensed Marks, all rights therein and goodwill related thereto and symbolized thereby.

Section 5.6Bulk Sales Law. The Purchaser hereby acknowledges that Sellers do not intend to comply, in connection with the transactions contemplated hereby, with the provisions of any applicable bulk sales law (including the Uniform Commercial Code Bulk Transfer provisions).

Section 5.7Cooperation in Litigation.  Parent, the Sellers and the Purchaser shall cooperate, to the extent reasonably requested by the other, in the handling and disposition of any Actions related to this Agreement or the transactions contemplated by this Agreement; provided, however, that the party ultimately responsible for discharging such Action shall have the authority to take such actions as it deems necessary or advisable, in its sole discretion, to discharge such Action, subject, however, to the provisions of this Agreement.

Section 5.8Securitization Matters.  Parent and the Sellers shall take all actions to the extent within their control (including the payment of all money, the delivery of all notices, the surrender of the Transferor Certificate and the delivery of all other certificates and any other documents) to effect the termination of the Securitization Program and transfer and reassign the Acquired Assets that are subject to the Pooling and Servicing Agreement held thereby to the Sellers, and the Parent and the Sellers represent and warrant that all Certificates and Supplemental Certificates outstanding under the Securitization Program may be prepaid and/or surrendered and cancelled at the election and discretion of Parent and its Affiliates, subject only to the delivery of such notices or other documents, and to the making of such payments, by the Parent or its Affiliates as are provided for in the Pooling and Servicing Agreement.  Such actions, to the extent necessary, shall include, on or prior to the Closing Date: (i) the reduction of the Invested Amount and the Enhancement Investment Amount for each Series to zero, (ii) the surrender to the Trustee (or the cancellation) of the Transferor Certificate and all Supplemental Certificates, (iii) the surrender to the Trustee (or the cancellation) of all Investor Certificates, (iv) the release of all monies held by the Trustee pursuant to the Pooling and Servicing Agreement, (v) the termination of Target Credit Card Master Trust, (vi) the assignment and conveyance to the Sellers of all right, title and interest of Target Credit Card Master Trust in and to the Acquired Assets that are subject to the Pooling and Servicing Agreement (and any proceeds thereof) and (vii) the release of all Liens on the Acquired Assets that are subject to the Pooling and Servicing Agreement and any agreements related thereto (including, all releases referred to in Schedule F).  Unless otherwise defined, terms used in this Section 5.8 without definition shall have the meanings assigned to them in the Pooling and Servicing Agreement.

Section 5.9Pledge and Security Agreement.  Parent and Sellers shall cause the Pledge and Security Agreement associated with the Deposit Account Agreement to be terminated on or prior to the Closing Date.

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ARTICLE VI

TAX MATTERS

Section 6.1Assistance and Cooperation.  At the requesting party’s expense, the parties hereto shall furnish or cause to be furnished to each other, promptly upon reasonable request, any information and assistance relating to the Acquired Assets as the requesting party deems reasonably necessary in connection with the filing of any Tax Returns, the preparation for any audit by any Taxing authority, the response to any inquiry by a Taxing authority, the mailing or filing of any notice and the prosecution or defense of any claim, suit or proceeding relating to any Tax Returns or any other filing required to be made with any Taxing authority or any other matter related to Taxes. The Purchaser and the Sellers will cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Acquired Assets.

Section 6.2Transfer Taxes.  Notwithstanding anything in this Agreement to the contrary, all excise, use, transfer, documentary, stamp or similar Taxes, but excluding sales taxes, that are payable or that arise as a result of the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and any recording or filing fees with respect thereto will be borne one half by the Purchaser and one half by the Sellers.  The Purchaser’s portion of such Taxes shall not be considered Excluded Liabilities.

Section 6.3Tax Payments.  Parent and Sellers agree that they will remain liable for and will pay any Taxes with respect to the Business and the Acquired Assets that accrue or otherwise relate to any taxable period prior to the Closing Date, and any federal, state or local income Taxes to which the Parent or Sellers become subject as a result of any gain realized on the transactions contemplated by this Agreement.

ARTICLE VII

CONDITIONS

Section 7.1Closing Date Conditions to Each Party’s Obligations to Effect the Purchase and Assumption.  The respective obligations of the Parent, Sellers and the Purchaser to effect the Purchase and Assumption are subject to the fulfillment or written waiver, at or prior to the Closing Date, of the following conditions:

(a)Requisite Regulatory Approvals.  The Requisite Regulatory Approvals shall have been obtained or made and shall be in full force and effect and all waiting periods required by applicable Requirements of Law in connection therewith shall have expired or been terminated; provided, that none of the Sellers or the Purchaser, as applicable, shall be required to take any action, or commit to take any action, or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, approvals and authorizations of Governmental Authorities that would have a Material Adverse Effect on the business, operations, results of operations or the financial condition of the Sellers or the Purchaser, as applicable, or that would constitute an Unreasonable Condition.

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(b)Securitization Matters.  The Trustee and the Investor Certificateholders shall have delivered such documents as are necessary to terminate the Target Credit Card Master Trust and transfer and reassign the Acquired Assets that are subject to the Pooling and Servicing Agreement to Sellers.

(c)No Injunction or Prohibition.  No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, by-law, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) that is in effect and prohibits or makes illegal consummation of the transactions contemplated by this Agreement or the Ancillary Agreements.

(d)Credit Card Program Agreement.  The Credit Card Program Agreement shall have been duly executed and neither party shall have validly delivered a notice of termination under the Credit Card Program Agreement.

(e)Transfer of Bank Identification Numbers.  The bank identification numbers relating to the Accounts shall have been transferred in accordance with the applicable procedures of the Network.

Section 7.2Closing Date Conditions to Obligations of the Purchaser.  The obligations of the Purchaser to effect the Purchase and Assumption are subject to the fulfillment or written waiver, at or prior to the Closing Date, of the following additional conditions:

(a)Performance of Obligations.  The Parent and Sellers shall have performed in all material respects all their covenants and agreements set forth in this Agreement, to the extent required at or prior to the Closing Date.

(b)Representations.  The representations of the Parent and Sellers set forth in this Agreement shall be true and correct as of the Closing Date, except that representations that by their terms speak as of the Agreement Date or some other date shall be true and correct only as of such date (in each case, without giving any effect to any qualifications or limitations as to materiality or Material Adverse Effect contained therein), except to the extent that any failure to be so true and correct has not had, or is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on any Seller, the Parent, the Business or the Acquired Assets (after giving effect to the Closing).

(c)Certificate.  The Purchaser shall have received a certificate signed by an authorized officer of each of the Parent and the Sellers, dated the Closing Date, to the effect that (i) the conditions set forth in subsections 7.2(a) and (b) have been satisfied and (ii) as of the Closing Date there shall not have occurred and be continuing any event of default of Company (or any event or occurrence which with notice or lapse of time would become such an event of default) under the Credit Card Program Agreement.

(d)Change of Control.  None of the following events shall have occurred: (i) a change in control of the Parent, (ii) a merger or consolidation of the Parent and the Parent is not the surviving entity, (iii) a sale of all or substantially all of the assets of the Parent or (iv) any Seller ceases to be directly or indirectly controlled by the Parent.

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(e)Termination of the Securitization Program.  All outstanding securities issued by the Target Credit Card Master Trust shall have been cancelled, the Target Credit Card Master Trust shall have been terminated and all Liens on the Acquired Assets that are subject to the Pooling and Servicing Agreement (including the security interests referenced in Schedule F hereto) incurred in connection therewith shall have been released, in each case pursuant to documentation in form and substance reasonably satisfactory to Purchaser.

(f)True Sale Opinion.  The Purchaser shall have received the True Sale Opinion, in form and substance reasonably satisfactory to the Purchaser, and a letter authorizing the Purchaser to provide a copy of such opinion to its auditors solely as an evidential matter in support of the auditors’ evaluation of management’s assertion that the transfer of the Acquired Assets meets the isolation criterion of ASC 860.

(g)Instrument of Assignment and Assumption.  The Instrument of Assignment and Assumption shall have been duly executed by Parent and the Sellers.

(h)Securitization Opinions.  The Purchaser shall have received the Securitization Opinions, in form and substance reasonably satisfactory to the Purchaser, and a letter authorizing the Purchaser to provide copies of such opinions to its auditors solely as an evidential matter in support of the auditors’ evaluation of management’s assertion that the transfer of the Acquired Assets meets the isolation criterion of ASC 860.

Section 7.3Closing Date Conditions to Obligations of the Sellers.  The obligations of the Sellers to effect the Purchase and Assumption are subject to the fulfillment or waiver in writing, at or prior to the Closing Date, of the following additional conditions:

(a)Performance of Obligations.  The Purchaser shall have performed in all material respects all its covenants and agreements set forth in this Agreement, to the extent required at or prior to the Closing Date.

(b)Representations.  The representations of the Purchaser set forth in this Agreement shall be true and correct as of the Closing Date, except that any representations that by their terms speak as of the Agreement Date or some other date, shall be true and correct only as of such date (in each case, without giving any effect to any qualifications or limitations as to materiality or Material Adverse Effect contained therein), except to the extent that any failure to be so true and correct has not had, or is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on the Purchaser and would not reasonably be expected to have a Material Adverse Effect individually or in the aggregate on the Business or the Acquired Assets (after giving effect to the Closing).

(c)Certificate.  The Sellers shall have received a certificate signed on the Purchaser’s behalf by an authorized officer of the Purchaser, dated the Closing Date, to the effect that (i) the conditions set forth in subsections 7.3(a) and (b) have been satisfied and (ii) as of the Closing Date there shall not have occurred and be continuing any event of default of Bank (or any event or occurrence which with notice or lapse of time would become such an event of default) under the Credit Card Program Agreement.

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(d)Change of Control.  None of the following events shall have occurred: (i) a change in control of the Purchaser or a company that directly or indirectly controls the Purchaser, (ii) merger or consolidation of the Purchaser and the Purchaser (or the interim bank expressly contemplated by the Requisite Regulatory Approvals) is not the surviving entity, or (iii) a sale of all or substantially all of the assets of the Purchaser.

(e)Purchase Price.  The Purchaser shall have paid to the Sellers the Estimated Purchase Price.

(f)True Sale Opinion.  The Sellers shall have received the True Sale Opinion, in form and substance reasonably satisfactory to the Sellers, and a letter authorizing the Sellers to provide a copy of such opinion to its auditors solely as an evidential matter in support of the auditors’ evaluation of management’s assertion that the transfer of the Acquired Assets meets the isolation criterion of ASC 860.

(g)Instrument of Assignment and Assumption.  The Instrument of Assignment and Assumption shall have been duly executed by Purchaser.

(h)Guaranty.  The Guaranty shall have been executed and delivered by TDB and shall be in full force and effect.

(i)Securitization Opinions.  The Sellers shall have received the Securitization Opinions, in form and substance reasonably satisfactory to the Sellers, and a letter authorizing the Seller to provide copies of such opinions to its auditors solely as an evidential matter in support of the auditors’ evaluation of management’s assertion that the transfer of the Acquired Assets meets the isolation criterion of ASC 860.

ARTICLE VIII

TERMINATION

Section 8.1Termination.  This Agreement may be terminated prior to the Closing and the transactions contemplated by this Agreement and the Ancillary Agreements (including the Credit Card Program Agreement) may be abandoned at any time only:

(a)by the written consent of the parties hereto;

(b)by either of the Purchaser or the Sellers, if (i) any approval of a Governmental Authority, the lack of which would result in the failure to satisfy the condition set forth in subsection 7.1(a) has been denied by the Governmental Authority, and (ii) in each case, the affected party has no opportunity to cure the fault giving rise to such denial, including through reapplication or appeal;

(c)by either of the Purchaser or the Sellers, if (i) any permanent injunction or Action by any Governmental Authority of competent jurisdiction prohibiting consummation of the transactions contemplated by this Agreement or the Ancillary Agreements becomes final and nonappealable; (ii) any law or regulation makes consummation of the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise prohibited; or (iii)

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consummation of the transactions contemplated by this Agreement or the Ancillary Agreements would violate any nonappealable final order, decree or judgment of any Governmental Authority having competent jurisdiction;

(d)by either of the Purchaser or the Sellers if the transactions contemplated by this Agreement and the Ancillary Agreements are not consummated by July 31, 2013; provided, however, that neither the Purchaser, on the one hand, nor the Sellers, on the other hand, may terminate this Agreement pursuant to this subsection 8.1(d) if its (or one of its Affiliates’) breach of any representation, warranty or covenant contained herein has been the cause of or resulted in the failure to consummate such transactions by such date; or

(e)by either of the Purchaser or the Sellers, prior to the Closing Date, in the event of a breach or default in the performance by another party (other than any of its Affiliates) of any representation, warranty, covenant or agreement hereunder, which breach or default (i) would, individually or in the aggregate with all other uncured breaches and defaults of such other party, constitute grounds for the conditions set forth in subsection 7.2(a) or (b) or subsection 7.3(a) or (b), as the case may be, not to be satisfied at the Closing Date and (ii) has not been, or cannot be, cured within sixty (60) days after written notice, describing such breach or default in reasonable detail, is given by the terminating party to the breaching or defaulting party.

Section 8.2Effect of Termination.  If this Agreement is terminated, it shall be of no further effect and no party hereto (or any of its Affiliates, directors, officers, representatives or agents) will have any liability or further obligation to any other party to this Agreement, except for liabilities or obligations arising out of or related to any knowing, willful or intentional breach of this Agreement prior to such termination.

ARTICLE IX

SURVIVAL; INDEMNIFICATION

Section 9.1Survival.

(a)The representations or warranties of the parties in this Agreement will survive the Closing Date until the date which is twelve (12) months after the Closing Date; provided, that the representations contained in subsections 4.1(a), 4.1(b), 4.1(f), and 4.1(k) (collectively,the “Seller Fundamental Representations”) and subsections 4.2(a), 4.2(b) and 4.2(h) (collectively, the “Purchaser Fundamental Representations”) shall survive the Closing indefinitely and the representations contained in subsections 4.1(r) and 4.1(s) shall survive the Closing Date until sixty (60) days following the expiration of the applicable statutes of limitation.

(b)No agreement or covenant in this Agreement will survive the Closing Date, other than the covenants set forth in Sections 2.4, 2.5, 2.6, 2.7, 5.1(c), 5.4, 5.7 and 8.2, Article VI, this Article IX and Article X.

(c)No claim for indemnification pursuant to this Article IX for breach of any representation, warranty or covenant may be brought after the date on which such representation, warranty or covenant no longer survives; provided, that if any indemnification claim is asserted prior to the termination of the applicable survival period, the indemnifying party’s obligation

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hereunder with respect to such indemnification claim shall survive until such claim has been finally resolved. For the avoidance of doubt, the rights to indemnification pursuant to subsection 9.2(iii), the rights to indemnification of Excluded Liabilities pursuant to subsection 9.2(iv), the rights to indemnification of Assumed Liabilities pursuant to subsection 9.3(iii) and the rights to indemnification pursuant to subsection 9.3(iv), do not expire.

Section 9.2Indemnification by the Parent and Sellers.  The Parent and Sellers jointly and severally agree to indemnify the Purchaser and its Affiliates against, and agree to hold each of them harmless from, any and all damage, loss, liability, expense, judgment, settlement, claim, cost or penalty (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any Action and enforcement of any rights of indemnification against any Indemnifying Party or with respect to any appeal) (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates arising out of or resulting from, (i) any breach of a representation or warranty of the Parent or any Seller contained in this Agreement or in any certificate delivered by the Parent or any Seller pursuant to this Agreement (provided, however, that for purposes of this provision, with respect to any representation or warranty that by its terms contains a qualification or limitation as to materiality, Material Adverse Effect or Seller’s Knowledge, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation and Losses shall be calculated by disregarding such qualification or limitation), (ii) any breach of an agreement or covenant made by the Parent or any Seller in this Agreement, (iii) any failure of the Parent or any Seller or any of their Affiliates to comply with any Requirement of Law (including any bulk sales laws) in connection with the consummation of the transactions contemplated hereby or (iv) any Excluded Liability.  Notwithstanding the foregoing, the Purchaser and its Affiliates will not be entitled to indemnity pursuant to subsection 9.2(i): (A) in respect of any individual Action or individual claim, occurrence or any series of related Actions, claims or occurrences (including any class action) or any series of Actions or claims arising from similar facts, until Losses in respect of such individual or related or series of Actions, claims, facts or occurrences are greater than the De Minimis Claim Amount; or (B) for any Losses, until the aggregate amount of all such Losses incurred or suffered by the Purchaser or any of its Affiliates exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of such Losses in excess of the Deductible Amount; provided, that in no event will the Purchaser and its Affiliates be entitled to indemnity for Losses pursuant to subsection 9.2(i), to the extent that the amount of Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates pursuant to subsection 9.2(i) (other than in respect of a breach of a Seller Fundamental Representation) exceeds the Indemnity Cap Amount; and provided, further, that the limitations set forth in (A) and (B) above (including the limitation set forth in the foregoing proviso with respect to the Indemnity Cap Amount) shall not apply in respect of any indemnity for a breach of a Seller Fundamental Representation.

Section 9.3Indemnification by the Purchaser.  The Purchaser agrees to indemnify each Seller and each of their respective Affiliates against, and agree to hold each of them harmless from, any and all Losses incurred or suffered by a Seller or any of its Affiliates arising out of or resulting from, (i) any breach of a representation or warranty of the Purchaser contained in this Agreement or in any certificate delivered by the Purchaser pursuant to this Agreement (provided, however, that for purposes of this provision, with respect to any

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representation or warranty that by its terms contains a qualification or limitation as to materiality, Material Adverse Effect or Purchaser’s Knowledge, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation and Losses shall be calculated by disregarding such qualification or limitation), (ii) any breach of an agreement or covenant made by the Purchaser in this Agreement, (iii) any Assumed Liability or (iv) any failure of the Purchaser or any of its Affiliates to comply with any Requirement of Law in connection with the consummation of the transactions contemplated hereby.  Notwithstanding the foregoing, the Sellers and their Affiliates will not be entitled to indemnity pursuant to subsection 9.3(i): (A) in respect of any individual Action or individual claim or occurrence or any series of related Actions, claims or occurrences (including any class action) or any series of Actions or claims arising from similar facts, until Losses in respect of such individual or related series of Actions, claims, facts or occurrences are greater than the De Minimis Claim Amount; or (B) for any Losses, until the aggregate amount of all such Losses incurred or suffered by the Sellers or any of their Affiliates exceeds the Deductible Amount, in which case the Sellers and their Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; provided, that in no event will the Sellers or their Affiliates be entitled to indemnity for Losses pursuant to subsection 9.3(i) to the extent that the amount of such Losses, in the aggregate, incurred or suffered by the Sellers or their Affiliates pursuant to subsection 9.3(i) (other than in respect of a breach of a Purchaser Fundamental Representation) exceeds the Indemnity Cap Amount; and provided, further, that the limitations set forth in (A) and (B) above (including the limitation set forth in the foregoing proviso with respect to the Indemnity Cap Amount) shall not apply in respect of any indemnity for a breach of a Purchaser Fundamental Representation.

Section 9.4Notice, Settlements and Other Matters.

(a)A party seeking indemnification pursuant to Section 9.2 or Section 9.3 (an “Indemnified Party”) must give prompt written notice to the party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion or commencement of any Action, which notice shall describe in reasonable detail the issue in respect of which indemnity may be sought hereunder. Notwithstanding the foregoing, the failure of the Indemnified Party to furnish the written notice referred to in the preceding sentence in a prompt manner shall not affect its right to indemnification to the extent the Indemnifying Party’s ability to defend the matter is not materially prejudiced by such failure to give prompt notice. In the event that any third party claim is made against the Indemnified Party and the Indemnified Party notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party may elect at any time to negotiate a settlement or a compromise of such Action or to defend such Action, in each case at its sole cost and expense (subject to the limitations set forth in Section 9.2, if the Sellers are the Indemnifying Party, or Section 9.3, if the Purchaser is the Indemnifying Party) and with its own counsel; provided, that (i) such Action is not a matter involving criminal liability, (ii) the third party is not seeking non-monetary relief and such compromise or settlement shall only be for monetary relief (all of which shall be paid by the Indemnifying Party) without admission of wrongdoing and cannot include any injunctive or equitable relief without the consent of the Indemnified Party and shall include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect thereto, (iii) to the extent that such compromise or settlement could have an adverse effect on the Purchaser, an Affiliate of the

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Purchaser, or the Acquired Assets or Assumed Liabilities with respect to a period (or portion thereof) beginning on the Closing Date, the Sellers shall not settle or compromise any such proceeding without the prior written consent of the Purchaser, and (iv) to the extent that such compromise or settlement could have an adverse effect on the Sellers, the Parent or an Affiliate of the Sellers or the Parent with respect to a period (or portion thereof) beginning on the Closing Date, the Purchaser shall not settle or compromise any such proceeding without the prior written consent of the Sellers and the Parent.  Following any election by the Indemnifying Party to assume the defense of any such action or claim, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless the Indemnified Party reasonably concludes that representation of both parties by the same counsel would be inappropriate due to an actual or potential conflict of interest between them.  If, within thirty (30) days of receipt from an Indemnified Party of the notice referred to above the Indemnifying Party (A) advises the Indemnified Party in writing that it will not elect to defend, settle or otherwise compromise or pay such Action or (B) fails to make such an election in writing, the Indemnified Party may (subject to the Indemnifying Party’s continuing right of election in the preceding sentence), at its option, defend, settle, compromise or pay such Action; provided, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. Unless and until the Indemnifying Party makes an election in accordance with this Section to defend, settle, compromise or pay such action or claim, all of the Indemnified Party’s reasonable costs arising out of the defense, settlement, compromise or payment thereof will be Losses subject to indemnification by the Indemnifying Party (subject to the provisions and limitations of Sections 9.2 and 9.3, as applicable). Each Indemnified Party shall make available to the Indemnifying Party all information reasonably available to such Indemnified Party relating to such Action.  If the Indemnifying Party elects to defend any such Action, the Indemnified Party may participate in such defense with counsel of its choice, which shall be at the Indemnified Party’s sole cost and expense unless the Indemnified Party reasonably concludes that representation of both parties by the same counsel would be inappropriate due to an actual or potential conflict of interest between them.

(b)The Indemnified Party will have the right to reject any settlement approved by the Indemnifying Party if the Indemnified Party concludes in its reasonable good faith judgment that it is not fully and unconditionally released from any liability resulting from that claim or is required to pay any costs, expenses or damages to any Person as a result of the Action that are not covered by the indemnity provided herein.  In the event the Indemnified Party rejects any such settlement, the Indemnifying Party’s obligations shall remain outstanding without modification.  The Indemnified Party will not have the right to settle any third party Action without the written consent of the Indemnifying Party if the Indemnifying Party is contesting such Action in good faith and has assumed the defense of such Action from the Indemnified Party or if the period for determining whether or not to assume the defense of such Action from the Indemnified Party has not expired.

(c)In calculating the amount of any Losses of an Indemnified Party under this Article IX, there will be subtracted the amount of any (i) insurance proceeds (net of Taxes actually incurred and net of any increased premiums, deductibles or other costs incurred relating to the receipt of such proceeds and attributable solely to any such Loss or Losses, and as certified by an officer of the Indemnified Party), other than proceeds received through self-insurance or

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insurance provided by Affiliates of such Indemnified Party, actually received by the Indemnified Party with respect to such Losses and (ii) third-party payments actually received by the Indemnified Party with respect to such Losses (net of Taxes actually incurred), in each case without imposing any obligation on the Indemnified Party to pursue any insurance claim or any such receipt of such proceeds or payments referred to in clause (i) or (ii). In the event that the Indemnifying Party reimburses the Indemnified Party for any Losses prior to the occurrence of any events contemplated by clauses (i) or (ii) above, the Indemnified Party will remit to the Indemnifying Party any such amounts that the Indemnified Party subsequently receives or realizes with respect to such Losses. Upon the payment in full of any claim hereunder, the Indemnifying Party will be subrogated to the rights of the Indemnified Party against any Person with respect to the subject matter of such claim.

(d)Without limitation of their respective rights and obligations as set forth elsewhere in this Article IX, and subject to the procedures for indemnification claims set forth in this Article IX, each Indemnifying Party and Indemnified Party will act in good faith, and each Indemnified Party will use commercially reasonable efforts to mitigate any Losses indemnifiable hereunder, will use similar discretion in the use of personnel and the incurring of expenses as each Indemnifying Party would use if they were engaged and acting entirely at their own cost and for their own account, and will consult regularly with each Indemnifying Party regarding the conduct of any Actions or the taking of any action for which indemnification may be sought.

(e)The Sellers and the Purchaser agree to treat and report all indemnity payments as additional adjustments to the amount of the total consideration paid for the Acquired Assets for all Tax purposes unless required by applicable Requirements of Law.

(f)Notwithstanding anything to the contrary contained herein, in no event shall any Losses for which any Person is entitled to indemnification provided for herein cover, and in no event shall any party hereto be liable for Losses that include, any indirect damages, including consequential, incidental, exemplary or special damages, or punitive damages (except to the extent necessary to reimburse an Indemnified Party for judgments or awards actually awarded to third parties in respect of such types of damages).

(g)After the Closing Date, other than as provided in Section 2.4 or the Credit Card Program Agreement, and except with respect to claims based on fraud and/or claims seeking equitable remedies, this Article IX will constitute the Sellers’ and the Purchaser’s (and their respective Affiliates’, including Parent’s) exclusive remedy for any of the matters addressed herein or other claim arising out of or relating to this Agreement.  For the avoidance of doubt, if the Closing does not occur, this Article IX shall not apply and the parties shall have the rights and remedies specified in Section 8.2.

(h)The rights to indemnification, reimbursement or any other remedy based on representations, warranties, covenants and agreements in this Agreement shall not be affected by any investigation conducted at any time or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement.

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ARTICLE X

MISCELLANEOUS

Section 10.1Notices.  All notices and other communications by the Purchaser or the Sellers hereunder will be in writing to the other party and will be deemed to have been duly given when delivered in person, when received via overnight courier, or upon receipt by United States registered or certified mail, with postage prepaid, addressed as follows:

if to the Purchaser to:

TD Bank USA, N.A.
1701 Route 70 East
Cherry Hill, New Jersey 08034

Attention:  Group Head

with a copy to:

The Toronto Dominion Bank
66 Wellington Street West, TD Tower
Toronto, Ontario, Canada M5K 1A2
Attention:  General Counsel

with a copy to:

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attention:  Maripat Alpuche, Esq.

if to the Sellers to:

Target National Bank
c/o Target Corporation
3701 Wayzata Blvd.
Mail Stop 4B-L
Minneapolis, Minnesota 55416
Attention: General Counsel, FRS

Target Receivables LLC
1000 Nicollet Mall, TPS 3136
Minneapolis, Minnesota 55403
Attention: General Counsel

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square

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New York, New York 10036
Attention: Andrew M. Faulkner, Esq.

if to the Parent:

Target Corporation
1000 Nicollet Mall
Minneapolis, Minnesota 55403
Attention:  Treasurer

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attention:  Andrew M. Faulkner, Esq.

Notices and other communications may also be sent to such other address or addresses as the Purchaser or the Sellers may from time to time designate by notice as provided herein, except that notices of change of address will be effective only upon receipt.

Section 10.2Expenses.  Except as otherwise provided herein, all legal and any other third-party costs and expenses incurred in connection herewith and the transactions contemplated by this Agreement and the Ancillary Agreements will be paid by the party incurring such expenses, except that all fees or other amounts payable to any Governmental Authority in connection with any Requisite Regulatory Approval shall be paid by the respective incurring party unless an alternate division is provided by statute, in which case the party designated by statute shall bear such expense.

Section 10.3Successors and Assigns. This Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.  This Agreement and the rights and obligations hereunder may not be assigned by any party to any Person without the prior written consent of the other parties hereto, and any purported assignment without such consent shall be void.  Notwithstanding the foregoing, during the thirty (30) day period following the Agreement Date, the Purchaser shall be entitled to assign its rights and obligations under this Agreement to a U.S. national banking association Affiliate of the Purchaser provided that either (i) such U.S. Affiliate has a long-term senior unsecured debt rating from Moody’s and Standard & Poor’s equal to or better than any such rating applicable to Bank Guarantor at the time of such assignment or (ii) the Purchaser or Bank Guarantor or a U.S. Affiliate of the Purchaser with an equal or better credit rating than Bank Guarantor provides a guarantee of such U.S. Affiliate’s obligations hereunder in a form substantially similar to the Guaranty.

Section 10.4Entire Agreement; Amendment; Waiver.  This Agreement and the Ancillary Agreements, including the Disclosure Schedule, Annexes and Schedules hereto and thereto, embody the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements with respect thereto, other than the Confidentiality Agreement.  No representation, warranty, inducement, promise, understanding or condition not

47

set forth in this Agreement (or the other documents referred to in the preceding sentence) has been made or relied on by any party in entering into this Agreement.  This Agreement may be amended, and any provision hereof waived, but only in writing signed by the party against whom such amendment or waiver is sought to be enforced.

Section 10.5Counterparts.  This Agreement may be executed in two or more counterparts, any of which may be delivered by facsimile transmission and all of which will together constitute one and the same instrument.

Section 10.6Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 10.7Waiver of Jury Trial.To the fullest extent permitted by law, each of the parties hereto irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or the Ancillary Agreements or any of the transactions contemplated by this Agreement or the Ancillary Agreements.

Section 10.8Severability.  In case any one or more of the provisions contained herein will be invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby, so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to a party hereto.

Section 10.9Public Announcement.  The parties hereto shall mutually agree on the content, timing and distribution of a press release announcing the execution of this Agreement and shall consult with each other regarding the contents of any notice or filing required in connection with such announcement pursuant to Applicable Law or stock exchange rules, and each party shall consult with the other with respect to any other press release or public notice in connection with the announcement of the execution of this Agreement that contains disclosure that differs from the disclosure contained therein; provided, that no further consultation shall be required for any future disclosure the contents of which are substantially the same as the disclosure for which such consultation was sought.

Section 10.10Third-Party Beneficiaries.  Nothing in this Agreement, expressed or implied, will confer on any Person, other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities; provided, that the provisions of Article IX will inure to the benefit of the Indemnified Parties.

Section 10.11Post-Closing Amounts Received and Paid.

(a)All amounts received by the Purchaser or any of its Affiliates following the Closing in respect of any Excluded Assets shall be received by the Purchaser or any of its Affiliates as agent for and on behalf of Sellers or Sellers’ successors or assigns. The Purchaser

48

shall, on a weekly basis, pay or cause to be paid all such amounts over to the Sellers or Sellers’ successors or assigns or as otherwise designated by the Parent, by wire transfer of immediately available funds, and shall provide the Sellers information as to the nature and source of all such payments, including any invoice relating thereto.

(b)Except as specified in the Credit Card Program Agreement, and other than when acting as servicer under the Credit Card Program Agreement, all amounts received by Parent or the Sellers or any of their Affiliates following the Closing in respect of any Acquired Assets, shall be received by Parent or the Sellers, or any of their Affiliates, as agent for and on behalf of Purchaser or Purchaser’s successors or assigns and such amounts shall be paid by the Parent on a weekly basis to Purchaser or as otherwise designated by Purchaser, as applicable, by wire transfer of immediately available funds, along with any information as to the nature and source of all such payments, including any invoice relating thereto.

Section 10.12Further Assurances.  Each of the parties hereto shall, whenever and as often as reasonably requested to do so by another party hereto, execute, acknowledge and deliver any and all such other and further acts, assignments, endorsements, transfers and any instruments of further assurance, approvals and consents as are necessary or proper in order to complete, ensure and perfect (i) the Purchase and Assumption as contemplated hereby, and (ii) the consummation of the other transactions contemplated hereby.

[REMAINDER OF THE PAGE BLANK]

49

IN WITNESS WHEREOF, this Agreement has been executed on behalf of each of the parties hereto as of the day and year first above written.

TD BANK USA, N.A., as the Purchaser
By	/s/ Stephen Boyle
Name:	Stephen Boyle
Title:	Chief Financial Officer

PURCHASE AND SALE AGREEMENT

TARGET NATIONAL BANK, as a Seller
By	/s/ Terrence J. Scully
Name:	Terrence J. Scully
Title:	Chief Executive Officer and President
TARGET RECEIVABLES LLC, as a Seller
By	/s/ John J. Mulligan
Name:	John J. Mulligan
Title:	President
TARGET CORPORATION
By	/s/ John J. Mulligan
Name:	John J. Mulligan
Title:	Executive Vice President
	and Chief Financial Officer

PURCHASE AND SALE AGREEMENT

EX-10.AA

Exhibit (10)AA

August 28, 2012

To the Banks party to the Credit Agreement

referred to below

c/o Bank of America, N.A., as Administrative Agent

for such Banks

335 Madison Avenue, 4th Floor

Mail Code: NY1-503-04-03

New York, New York 10017

Attn: Agency Management Group

Re: Extension and Amendment of Credit Agreement

Ladies and Gentlemen:

Reference is made to that certain Five Year Credit Agreement dated as of October 14, 2011 among Target Corporation (the “Borrower”), the Banks (as defined therein) party thereto from time to time and Bank of America, N.A., as administrative agent (the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement).

(a)           Pursuant to Section 2.18 of the Credit Agreement, the Borrower hereby requests that the Termination Date of the Commitments be extended from October 14, 2016 to October 13, 2017.

(b)           In addition, the Borrower requests that the words “and as a commercial paper backup facility” be deleted from the first sentence of  Section 5.09 of the Credit Agreement.

Clause (b) of this Extension and Amendment shall become effective when, and only when, the Administrative Agent shall have received counterparts of this Extension and Amendment executed by us and the Required Banks. The amendment set forth in clause (b) above is subject to the provisions of Section 9.05 of the Credit Agreement.

The Credit Agreement and the Notes, except to the extent of the amendments specifically provided above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Extension and Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Bank or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

If you agree to the terms and provisions of this Extension and Amendment, please evidence such agreement and indicate your response to the request for extension of the Termination Date by executing and returning three original counterparts of this Extension and Amendment to Rebecca S. Chaffin, McGuireWoods, LLP, 201 North Tryon Street, Suite 3000, Charlotte, North Carolina 28202.

This Extension and Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Extension and Amendment by telecopy or .pdf shall be effective as delivery of a manually executed counterpart of this Extension and Amendment.

This Extension and Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

TARGET CORPORATION
By:	/s/ Sara Ross
Name:	Sara Ross
Title:	Assistant Treasurer

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as
Administrative Agent
By:	/s/ Don B. Pinzon
Name:	Don B. Pinzon
Title:	Vice President

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

BANK OF AMERICA, N.A.
By:	/s/ J. Casey Cosgrove
Name:	J. Casey Cosgrove
Title:	Director

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

CITIBANK, N.A.
By:	/s/ Nicholas Pateros
Name:	Nicholas Pateros
Title:	Vice President

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

JPMORGAN CHASE BANK, N.A.
By:	/s/ Sarah Freedman
Name:	Sarah Freedman
Title:	Executive Director

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Co-Documentation
Agent
By:	/s/ Peter Kiedrowski
Name:	Peter Kiedrowski
Title:	Director

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Ludmila Yakovlev
Name:	Ludmila Yakovlev
Title:	Assistant Vice President

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
	By:	/s/ Christine Howatt
	Name:	Christine Howatt
	Title:	Authorized Signatory

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

BARCLAYS BANK PLC
By:	/s/ Ronnie Glenn
Name:	Ronnie Glenn
Title:	Vice President

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

MIZUHO CORPORATE BANK, LTD.
By:	/s/ Tenya Mitsuboshi
Name:	Tenya Mitsuboshi
Title:	Deputy General Manager

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

GOLDMAN SACHS BANK USA
By:	/s/ Mark Walton
Name:	Mark Walton
Title:	Authorized Signatory

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

HSBC BANK USA, NATIONAL ASSOCIATION
	By:	/s/ Alan Vitulich
	Name:	Alan Vitulich
	Title:	Vice President

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

ROYAL BANK OF CANADA
By:	/s/ Gordon MacArthur
Name:	Gordon MacArthur
Title:	Authorized Signatory

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

FIFTH THIRD BANK
By:	/s/ Gary S.Losey
Name:	Gary S. Losey
Title:	VP — Large Corporate Banking

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

TORONTO DOMINION (NEW YORK) LLC
	By:	/s/ Debbie L. Brito
	Name:	Debbie L. Brito
	Title:	Authorized Signatory

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

DEUTSCHE BANK AG NEW YORK BRANCH
	By:	/s/ Ming K. Chu
	Name:	Ming K. Chu
	Title:	Vice President
	By:	/s/ Heidi Sandquist
	Name:	Heidi Sandquist
	Title:	Director

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

STATE STREET BANK AND TRUST COMPANY
	By:	/s/ Andrei Bourdine
	Name:	Andrei Bourdine
	Title:	Assistant Vice President

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

SUMITOMO MITSUI BANKING
CORPORATION,
By:	/s/ David W. Kee
Name:	David W. Kee
Title:	Managing Director

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

THE BANK OF NEW YORK MELLON
By:	/s/ Thomas J.Tarasovich, Jr.
Name:	Thomas J. Tarasovich, Jr.
Title:	Vice President

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

FIRST HAWAIIAN BANK
By:	/s/ Landon Santos
Name:	Landon Santos
Title:	Corporate Banking Officer

[SIGNATURE PAGE

TO 2012 EXTENSION AND AMENDMENT]

EX-12

Exhibit (12)

TARGET CORPORATION

Computations of Ratios of Earnings to Fixed Charges for the

Nine Months Ended October 27, 2012 and October 29, 2011

and for the Most Recent Five Fiscal Years

Ratio of Earnings to Fixed Charges	Nine Months Ended					Fiscal Year Ended
	Oct. 27,			Oct. 29,		Jan. 28,		Jan. 29,		Jan. 30,			Jan. 31,			Feb. 2,
(dollars in millions)	2012			2011		2012		2011		2010			2009			2008
Earnings from continuing operations before income taxes	$	3,145		$	3,048	$	4,456	$	4,495	$	3,872		$	3,536		$	4,625
Capitalized interest, net	(7		)	4		5		2		(9		)	(48		)	(66		)
Adjusted earnings from continuing operations before income taxes	3,138			3,052		4,461		4,497		3,863			3,488			4,559
Fixed charges:
Interest expense(a)	585			587		797		776		830			956			747
Interest portion of rental expense	84			85		111		110		105			103			94
Total fixed charges	669			672		908		886		935			1,059			841
Earnings from continuing operations before income taxes and fixed charges	$	3,807		$	3,724	$	5,369	$	5,383	$	4,798		$	4,547		$	5,400
Ratio of earnings to fixed charges	5.69			5.54		5.91		6.08		5.13			4.29			6.42

(a)  Includes interest on debt and capital leases (including capitalized interest) and amortization of debt issuance costs. Excludes interest income and interest associated with uncertain tax positions, which is recorded within income tax expense.

30

EX-31.A

Exhibit (31)A

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

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

Certifications

I, Gregg W. Steinhafel, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: November 21, 2012

/s/ Gregg W. Steinhafel

Gregg W. Steinhafel

Chairman, President and Chief Executive Officer

31

EX-31.B

Exhibit (31)B

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

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

Certifications

I, John J. Mulligan, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: November 21, 2012

/s/ John J. Mulligan

John J. Mulligan

Executive Vice President and Chief Financial Officer

32

EX-32.A

Exhibit (32)A

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

AS ADOPTED PURSUANT TO 18 U.S.C. SECTION 1350

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Target Corporation, a Minnesota corporation (“the Company”), for the quarter ended October 27, 2012, as filed with the Securities and Exchange Commission on the date hereof (“the Report”), the undersigned officer of the Company certifies pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

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

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

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: November 21, 2012

/s/ Gregg W. Steinhafel

Gregg W. Steinhafel

Chairman, President and Chief Executive Officer

33

EX-32.B

Exhibit (32)B

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

AS ADOPTED PURSUANT TO 18 U.S.C. SECTION 1350

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Target Corporation, a Minnesota corporation (“the Company”), for the quarter ended October 27, 2012, as filed with the Securities and Exchange Commission on the date hereof (“the Report”), the undersigned officer of the Company certifies pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

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

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

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: November 21, 2012

/s/ John J. Mulligan

John J. Mulligan

Executive Vice President and Chief Financial Officer

34

XML

Derivative Financial Instruments (Details) (USD $) In Millions, unless otherwise specified				3 Months Ended		9 Months Ended
	Oct. 27, 2012 instrument	Jan. 28, 2012	Oct. 29, 2011 instrument	Oct. 27, 2012 Interest rate swaps	Oct. 29, 2011 Interest rate swaps	Oct. 27, 2012 Interest rate swaps	Oct. 29, 2011 Interest rate swaps
Derivative Contracts - Effect on Results of Operations
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net				$ 12	$ 10	$ 32	$ 32
Unamortized hedged debt valuation gains from terminated and de-designated interest rate swaps	$ 84	$ 111	$ 122
Number of derivative instruments designated as accounting hedge	1		1

XML

Fair Value Measurements (Details 2) (USD $)	3 Months Ended
	Oct. 27, 2012	Jan. 28, 2012	Oct. 29, 2011
Financial assets
Marketable securities, noncurrent	$ 1,015,000,000	$ 1,032,000,000	$ 1,035,000,000
Financial liabilities
Estimated fair value consumer credit card portfolio	6,000,000,000
Effect of one percentage point change in forecasted credit EBIT yield on estimated fair value	33,000,000
Effect of one percentage point change in forecasted discount rate on estimated fair value	7,000,000
Carrying amount
Financial assets
Marketable securities, current	75,000,000	35,000,000	78,000,000
Marketable securities, noncurrent	4,000,000	6,000,000
Total	79,000,000	41,000,000	78,000,000
Financial liabilities
Total debt	16,647,000,000	15,680,000,000	17,228,000,000
Total	16,647,000,000	15,680,000,000	17,228,000,000
Fair value measurement
Financial assets
Marketable securities, current	75,000,000	35,000,000	78,000,000
Marketable securities, noncurrent	4,000,000	6,000,000
Total	79,000,000	41,000,000	78,000,000
Financial liabilities
Total debt	19,796,000,000	18,142,000,000	19,793,000,000
Total	$ 19,796,000,000	$ 18,142,000,000	$ 19,793,000,000

XML

Notes Payable and Long-Term Debt (Tables)

9 Months Ended

Oct. 27, 2012

Notes Payable and Long-Term Debt

Commercial Paper Program

Commercial Paper	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
(dollars in millions)	2012		2011		2012		2011
Maximum daily amount outstanding during the period	$	—	$	1,211	$	620	$	1,211
Average daily amount outstanding during the period	$	—	$	351	$	134	$	227
Amount outstanding at period-end	$	—	$	1,211	$	—	$	1,211
Weighted average interest rate	n/a		0.11%		0.16%		0.11%

XML

Pension, Postretirement Health Care and Other Benefits (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Oct. 27, 2012	Oct. 29, 2011
Pension Benefits
Net Pension and Postretirement Health Care Benefits Expense
Service cost benefits earned during the period	$ 30	$ 29	$ 90	$ 87
Interest cost on projected benefit obligation	35	34	105	103
Expected return on assets	(55)	(51)	(165)	(153)
Amortization of losses	26	16	78	50
Amortization of prior service cost				(2)
Total Net Pension and Postretirement Health Care Benefits Expense	36	28	108	85
Postretirement Health Care Benefits
Net Pension and Postretirement Health Care Benefits Expense
Service cost benefits earned during the period	3	3	7	7
Interest cost on projected benefit obligation	1	1	2	3
Amortization of losses		1	2	3
Amortization of prior service cost	(3)	(3)	(7)	(7)
Total Net Pension and Postretirement Health Care Benefits Expense	$ 1	$ 2	$ 4	$ 6

XML

Credit Card Receivables (Details 4) (USD $) In Millions, unless otherwise specified	Oct. 27, 2012	Mar. 31, 2012	Jan. 28, 2012	Oct. 29, 2011
Notes Payable and Long-Term Debt
Debt Balance	$ 1,500		$ 1,000	$ 3,759
Collateral	1,899		1,266	4,094
Secured borrowings for 2008
Notes Payable and Long-Term Debt
Debt Balance				2,759
Collateral				2,828
Secured borrowings for 2006 or 2007
Notes Payable and Long-Term Debt
Debt Balance	1,500		1,000	1,000
Collateral	1,899		1,266	1,266
Variable funding certificate amended to obtain additional funding		$ 500

XML

Consolidated Statements of Shareholders' Investment (Parenthetical) (USD $)	3 Months Ended		12 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Jan. 28, 2012
Consolidated Statements of Shareholders' Investment
Dividends declared per share (in dollars per share)	$ 0.36	$ 0.30	$ 1.15

XML

Pension, Postretirement Health Care and Other Benefits (Details 2) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Oct. 27, 2012	Oct. 29, 2011	Jan. 28, 2012
Pension, Postretirement Health Care and Other Benefits
Nonqualified unfunded deferred compensation plan for members whose participation in 401(k) plan is limited, number of employees (in number of individuals)			3,000
Unfunded nonqualified deferred compensation plan for members whose participation in 401(k) plan is limited, percent credited to accounts of active participants			2.00%
Nonqualified unfunded deferred compensation plan frozen in 1996, number of current active and retired participants (in number of individuals)			100
Nonqualified unfunded deferred compensation plan frozen in 1996, additional rate of return above market levels (as a percent)			6.00%
Maximum
Prepaid Forward Contracts on Target Common Stock
Nonqualified unfunded deferred compensation plan frozen in 1996, rate of return (as a percent)			20.00%
Minimum
Prepaid Forward Contracts on Target Common Stock
Nonqualified unfunded deferred compensation plan frozen in 1996, rate of return (as a percent)			12.00%
Prepaid forward contracts
Prepaid Forward Contracts on Target Common Stock
Change in fair value for contracts indexed to Target common stock, recognized in earnings, pretax	$ 3	$ 6	$ 18	$ 3
Investments in contracts indexed to Target common stock			19	44
Number of Shares	1.2	1.3	1.2	1.3	1.4
Contractual Price Paid per Share (in dollars per share)			$ 45.46	$ 43.78	$ 44.21
Contractual Fair Value	76	70	76	70	69
Total Cash Investment	$ 54	$ 55	$ 54	$ 55	$ 61

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Segment Reporting (Tables)

9 Months Ended

Oct. 27, 2012

Segment Reporting

Business Segment Results and Total Assets by Segment

Business Segment Results	Three Months Ended October 27, 2012										Three Months Ended October 29, 2011
			U.S.										U.S.
	U.S.		Credit								U.S.		Credit
(millions)	Retail		Card		Canadian			Total			Retail		Card		Canadian			Total
Sales/Credit card revenues	$	16,601	$	328	$	—		$	16,929		$	16,054	$	348	$	—		$	16,402
Cost of sales	11,569		—		—			11,569			11,165		—		—			11,165
Bad debt expense(a)	—		46		—			46			—		40		—			40
Selling, general and administrative/ Operations and marketing
expenses(a), (b)	3,553		138		72			3,764			3,433		143		18			3,594
Depreciation and amortization	516		3		24			542			525		4		17			546
Segment EBIT (c)	963		141		(96		)	1,008			931		161		(35		)	1,057
Interest expense on nonrecourse debt collateralized by credit card receivables (d)	—		3		—			3			—		18		—			18
Segment profit/(loss)	$	963	$	138	$	(96	)	$	1,005		$	931	$	143	$	(35	)	$	1,039
Unallocated (income) and expenses:
Other net interest expense (d)								189										182
Gain on receivables held for sale (e)								(156		)								—
Earnings before income taxes								$	972									$	857

Business Segment Results	Nine Months Ended October 27, 2012										Nine Months Ended October 29, 2011
			U.S.										U.S.
	U.S.		Credit								U.S.		Credit
(millions)	Retail		Card		Canadian			Total			Retail		Card		Canadian			Total
Sales/Credit card revenues	$	49,589	$	986	$	—		$	50,575		$	47,529	$	1,048	$	—		$	48,577
Cost of sales	34,406		—		—			34,406			32,874		—		—			32,874
Bad debt expense(a)	—		141		—			141			—		67		—			67
Selling, general and administrative/ Operations and marketing
expenses(a), (b)	10,315		409		154			10,878			9,988		405		53			10,446
Depreciation and amortization	1,526		11		67			1,603			1,527		13		28			1,568
Segment EBIT (c)	3,342		425		(221		)	3,547			3,140		563		(81		)	3,622
Interest expense on nonrecourse debt collateralized by credit card receivables (d)	—		8		—			8			—		55		—			55
Segment profit/(loss)	$	3,342	$	417	$	(221	)	$	3,539		$	3,140	$	508	$	(81	)	$	3,567
Unallocated (income) and expenses:
Other net interest expense (d)								550										519
Gain on receivables held for sale (e)								(156		)								—
Earnings before income taxes								$	3,145									$	3,048

Note: The sum of the segment amounts may not equal the total amounts due to rounding.

(a) The combination of bad debt expense and operations and marketing expenses, less amounts the U.S. Retail Segment charges the U.S. Credit Card Segment for loyalty programs, within the U.S. Credit Card Segment represent credit card expenses on the Consolidated Statements of Operations.

(b) Loyalty program charges were $78 million and $74 million for the three months ended October 27, 2012 and October 29, 2011, respectively, and $217 million and $189 million for the nine months ended October 27, 2012 and October 29, 2011, respectively. In all periods, these amounts were recorded as reductions to SG&A expenses within the U.S. Retail Segment and increases to operations and marketing expenses within the U.S. Credit Card Segment.

(c) The combination of Segment EBIT and the gain on receivables held for sale represents earnings before interest expense and income taxes on the Consolidated Statements of Operations.

(d) The combination of interest expense on nonrecourse debt collateralized by credit card receivables and other net interest expense represent net interest expense on the Consolidated Statements of Operations.

(e) Refer to Note 3 for more information on our credit card receivables transaction.

Total Assets by Segment	October 27,		January 28,		October 29,
(millions)	2012		2012		2011
U.S. Retail	$	39,717	$	37,108	$	39,142
U.S. Credit Card	5,736		6,135		5,978
Canadian	3,970		3,387		3,327
Total segment assets	49,423		46,630		48,447
Unallocated assets (a)	156		—		—
Total assets	$	49,579	$	46,630	$	48,447

(a) Represents the net adjustment to eliminate our allowance for doubtful accounts and record our credit card receivables at lower of cost (par) or fair value.

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Pension, Postretirement Health Care and Other Benefits (Tables)

9 Months Ended

Oct. 27, 2012

Pension, Postretirement Health Care and Other Benefits

Net Pension and Postretirement Health Care Benefits Expense

Net Pension Benefits Expense	Three Months Ended						Nine Months Ended
	October 27,			October 29,			October 27,			October 29,
(millions)	2012			2011			2012			2011
Service cost benefits earned during the period	$	30		$	29		$	90		$	87
Interest cost on projected benefit obligation	35			34			105			103
Expected return on assets	(55		)	(51		)	(165		)	(153)
Amortization of losses	26			16			78			50
Amortization of prior service cost	—			—			—			(2)
Total	$	36		$	28		$	108		$	85

Net Postretirement Health Care Benefits Expense	Three Months Ended						Nine Months Ended
	October 27,			October 29,			October 27,			October 29,
(millions)	2012			2011			2012			2011
Service cost benefits earned during the period	$	3		$	3		$	7		$	7
Interest cost on projected benefit obligation	1			1			2			3
Expected return on assets	—			—			—			—
Amortization of losses	—			1			2			3
Amortization of prior service cost	(3		)	(3		)	(7		)	(7)
Total	$	1		$	2		$	4		$	6

Prepaid Forward Contracts on Target Common Stock

Prepaid Forward Contracts on Target Common Stock
	Number of	Contractual		Contractual		Total Cash
(millions, except per share data)	Shares	Price Paid		Fair Value		Investment
October 29, 2011	1.3	$	43.78	$	70	$	55
January 28, 2012	1.4	44.21		69		61
October 27, 2012	1.2	45.46		76		54

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Segment Reporting (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Oct. 27, 2012	Oct. 29, 2011
Segment Reporting Information
Sales/Credit card revenues	$ 16,929	$ 16,402	$ 50,575	$ 48,577
Cost of sales	11,569	11,165	34,406	32,874
Bad debt expense	46	40	141	67
Selling, general and administrative/Operations and marketing expenses	3,764	3,594	10,878	10,446
Depreciation and amortization	542	546	1,603	1,568
Segment EBIT	1,008	1,057	3,547	3,622
Interest expense on nonrecourse debt collateralized by credit card receivables	3	18	8	55
Segment profit/(loss)	1,005	1,039	3,539	3,567
Unallocated (income) and expenses:
Other net interest expense	189	182	550	519
Gain on receivables held for sale	(156)		(156)
Earnings before income taxes	972	857	3,145	3,048
U.S. Retail
Segment Reporting Information
Sales/Credit card revenues	16,601	16,054	49,589	47,529
Cost of sales	11,569	11,165	34,406	32,874
Selling, general and administrative/Operations and marketing expenses	3,553	3,433	10,315	9,988
Depreciation and amortization	516	525	1,526	1,527
Segment EBIT	963	931	3,342	3,140
Segment profit/(loss)	963	931	3,342	3,140
Unallocated (income) and expenses:
Intersegment activity related to reimbursements under the REDcard rewards program	(78)	(74)	(217)	(189)
U.S. Credit Card
Segment Reporting Information
Sales/Credit card revenues	328	348	986	1,048
Bad debt expense	46	40	141	67
Selling, general and administrative/Operations and marketing expenses	138	143	409	405
Depreciation and amortization	3	4	11	13
Segment EBIT	141	161	425	563
Interest expense on nonrecourse debt collateralized by credit card receivables	3	18	8	55
Segment profit/(loss)	138	143	417	508
Unallocated (income) and expenses:
Intersegment activity related to reimbursements under the REDcard rewards program	78	74	217	189
Canadian
Segment Reporting Information
Selling, general and administrative/Operations and marketing expenses	72	18	154	53
Depreciation and amortization	24	17	67	28
Segment EBIT	(96)	(35)	(221)	(81)
Segment profit/(loss)	$ (96)	$ (35)	$ (221)	$ (81)

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Earnings Per Share (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Oct. 27, 2012	Oct. 29, 2011
Earnings Per Share
Net earnings	$ 637	$ 555	$ 2,038	$ 1,948
Basic weighted average common shares outstanding	654.8	673.2	659.3	682.2
Dilutive impact of share-based awards	7.4	5.1	6.5	4.7
Diluted weighted average common shares outstanding	662.2	678.3	665.8	686.9
Basic earnings per share (in dollars per share)	$ 0.97	$ 0.82	$ 3.09	$ 2.85
Diluted earnings per share (in dollars per share)	$ 0.96	$ 0.82	$ 3.06	$ 2.84
Antidilutive stock options excluded from the calculation of weighted average shares for diluted EPS	0.6	13.9	6.0	15.6

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Credit Card Receivables Transaction (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended
	Oct. 27, 2012	Oct. 27, 2012
Credit Card Receivables Transaction
Gain on reclassification of receivables to held for sale	$ 156	$ 156

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Consolidated Statements of Shareholders' Investment (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended		12 Months Ended
	Oct. 27, 2012	Oct. 27, 2012	Oct. 29, 2011	Jan. 28, 2012
Increase (Decrease) in Stockholders' Equity
Balance		$ 15,821	$ 15,487	$ 15,487
Net earnings	637	2,038	1,948	2,929
Other comprehensive income	26	55	18	(100)
Dividends declared		(671)		(777)
Repurchase of stock		(1,259)		(1,894)
Repurchase of stock (in shares)	(1.7)	(21.8)	(34.1)
Stock options and awards		368		176
Balance	16,352	16,352	15,264	15,821
Common Stock
Increase (Decrease) in Stockholders' Equity
Balance		56	59	59
Balance (in shares)		669.3	704.0	704.0
Repurchase of stock		(2)		(3)
Repurchase of stock (in shares)		(21.8)		(37.2)
Stock options and awards		1
Stock options and awards (in shares)		7.0		2.5
Balance	55	55		56
Balance (in shares)	654.5	654.5		669.3
Additional Paid-in Capital
Increase (Decrease) in Stockholders' Equity
Balance		3,487	3,311	3,311
Stock options and awards		367		176
Balance	3,854	3,854		3,487
Retained Earnings
Increase (Decrease) in Stockholders' Equity
Balance		12,959	12,698	12,698
Net earnings		2,038		2,929
Dividends declared		(671)		(777)
Repurchase of stock		(1,257)		(1,891)
Balance	13,069	13,069		12,959
Accumulated Other Comprehensive Income/(Loss)
Increase (Decrease) in Stockholders' Equity
Balance		(681)	(581)	(581)
Other comprehensive income		55		(100)
Balance	$ (626)	$ (626)		$ (681)

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Fair Value Measurements (Details) (USD $) In Millions, unless otherwise specified	Oct. 27, 2012 instrument	Jan. 28, 2012	Oct. 29, 2011 instrument
Financial assets and liabilities measured at fair value on a recurring basis
Cash and cash equivalents	$ 800	$ 194	$ 66
Other current assets	1,846	1,810	1,948
Other noncurrent assets	1,015	1,032	1,035
Other noncurrent liabilities	1,713	1,634	1,689
Number of derivative instruments designated as accounting hedge	1		1
Company-owned life insurance investments | Fair value measured on recurring basis
Financial assets and liabilities measured at fair value on a recurring basis
Company-owned life insurance investments	807	669	665
Interest Rate Swap
Financial assets and liabilities measured at fair value on a recurring basis
Number of derivative instruments designated as accounting hedge	1	1	1
Level 1 | Fair value measured on recurring basis
Financial assets and liabilities measured at fair value on a recurring basis
Total	876	263	136
Level 1 | Short-term investments | Fair value measured on recurring basis
Financial assets and liabilities measured at fair value on a recurring basis
Cash and cash equivalents	800	194	66
Level 1 | Prepaid forward contracts | Fair value measured on recurring basis
Financial assets and liabilities measured at fair value on a recurring basis
Other current assets	76	69	70
Level 2 | Fair value measured on recurring basis
Financial assets and liabilities measured at fair value on a recurring basis
Total	359	505	507
Total	63	76	71
Level 2 | Company-owned life insurance investments | Fair value measured on recurring basis
Financial assets and liabilities measured at fair value on a recurring basis
Other noncurrent assets	258	371	365
Level 2 | Other assets | Fair value measured on recurring basis
Financial assets and liabilities measured at fair value on a recurring basis
Other current assets			6
Level 2 | Interest Rate Swap | Fair value measured on recurring basis
Financial assets and liabilities measured at fair value on a recurring basis
Other current assets	11	20
Other noncurrent assets	90	114	136
Other current liabilities	4	7
Other noncurrent liabilities	$ 59	$ 69	$ 71

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Income Taxes (Details) (USD $) In Millions, unless otherwise specified	Oct. 27, 2012
Income Taxes
Foreign net operating loss carryforwards	$ 470
Deferred tax asset	$ 125

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Consolidated Statements of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Oct. 27, 2012	Oct. 29, 2011
Sales	$ 16,601	$ 16,054	$ 49,589	$ 47,529
Credit card revenues	328	348	986	1,048
Total revenues	16,929	16,402	50,575	48,577
Cost of sales	11,569	11,165	34,406	32,874
Selling, general and administrative expenses	3,704	3,525	10,686	10,230
Credit card expenses	106	109	333	283
Depreciation and amortization	542	546	1,603	1,568
Gain on receivables held for sale	(156)		(156)
Earnings before interest expense and income taxes	1,164	1,057	3,703	3,622
Net interest expense	192	200	558	574
Earnings before income taxes	972	857	3,145	3,048
Provision for income taxes	335	302	1,107	1,100
Net earnings	$ 637	$ 555	$ 2,038	$ 1,948
Basic earnings per share (in dollars per share)	$ 0.97	$ 0.82	$ 3.09	$ 2.85
Diluted earnings per share (in dollars per share)	$ 0.96	$ 0.82	$ 3.06	$ 2.84
Weighted average common shares outstanding
Basic (in shares)	654.8	673.2	659.3	682.2
Diluted (in shares)	662.2	678.3	665.8	686.9

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Segment Reporting (Details 2) (USD $) In Millions, unless otherwise specified	Oct. 27, 2012	Jan. 28, 2012	Oct. 29, 2011
Segment Reporting Information
Total assets	$ 49,579	$ 46,630	$ 48,447
Segment
Segment Reporting Information
Total assets	49,423	46,630	48,447
U.S. Retail
Segment Reporting Information
Total assets	39,717	37,108	39,142
U.S. Credit Card
Segment Reporting Information
Total assets	5,736	6,135	5,978
Canadian
Segment Reporting Information
Total assets	3,970	3,387	3,327
Unallocated assets
Segment Reporting Information
Total assets	$ 156

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Consolidated Statements of Financial Position (Parenthetical) (USD $) In Millions, unless otherwise specified	Oct. 27, 2012	Jan. 28, 2012	Oct. 29, 2011
Consolidated Statements of Financial Position
Cash and cash equivalents, short-term investments	$ 800	$ 194	$ 66
Credit card receivables, allowance	$ 0	$ 430	$ 431

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Credit Card Receivables (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Oct. 27, 2012	Oct. 29, 2011
Allowance for Doubtful Accounts
Bad debt expense	$ 46	$ 40	$ 141	$ 67
Allowance before adjustment
Allowance for Doubtful Accounts
Allowance at end of period	345		345
Credit card receivables.
Allowance for Doubtful Accounts
Allowance at beginning of period	365	480	430	690
Bad debt expense	46	40	141	67
Write-offs	(95)	(122)	(326)	(448)
Recoveries	29	33	100	122
Allowance at end of period		431		431
Credit card receivables. | Elimination of segment allowance
Allowance for Doubtful Accounts
Allowance at end of period	$ (345)		$ (345)

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Earnings Per Share (Tables)

9 Months Ended

Oct. 27, 2012

Earnings Per Share

Earnings Per Share

Earnings Per Share	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
(millions, except per share data)	2012		2011		2012		2011
Net earnings	$	637	$	555	$	2,038	$	1,948
Basic weighted average common shares outstanding	654.8		673.2		659.3		682.2
Dilutive impact of share-based awards(a)	7.4		5.1		6.5		4.7
Diluted weighted average common shares outstanding	662.2		678.3		665.8		686.9
Basic earnings per share	$	0.97	$	0.82	$	3.09	$	2.85
Diluted earnings per share	$	0.96	$	0.82	$	3.06	$	2.84

(a) Excludes 0.6 million and 6.0 million share-based awards for the three and nine months ended October 27, 2012, respectively, and 13.9 million and 15.6 million share-based awards for the three and nine months ended October 29, 2011, respectively, because their effects were antidilutive.

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Credit Card Receivables (Details 3) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Oct. 27, 2012	Jan. 28, 2012	Oct. 29, 2011	Jul. 28, 2012 Credit card receivables.	Jan. 28, 2012 Credit card receivables.	Oct. 29, 2011 Credit card receivables.	Jul. 30, 2011 Credit card receivables.	Jan. 29, 2011 Credit card receivables.	Oct. 27, 2012 Credit card receivables. Held-for-sale	Jan. 28, 2012 Credit card receivables. FICO score of 700 or above	Oct. 29, 2011 Credit card receivables. FICO score of 700 or above	Oct. 27, 2012 Credit card receivables. FICO score of 700 or above Minimum item	Oct. 27, 2012 Credit card receivables. FICO score of 700 or above Held-for-sale	Jan. 28, 2012 Credit card receivables. FICO score of 600 to 699	Oct. 29, 2011 Credit card receivables. FICO score of 600 to 699	Oct. 27, 2012 Credit card receivables. FICO score of 600 to 699 Minimum item	Oct. 27, 2012 Credit card receivables. FICO score of 600 to 699 Maximum item	Oct. 27, 2012 Credit card receivables. FICO score of 600 to 699 Held-for-sale	Jan. 28, 2012 Credit card receivables. FICO score below 600	Oct. 29, 2011 Credit card receivables. FICO score below 600	Oct. 27, 2012 Credit card receivables. FICO score below 600 Maximum item	Oct. 27, 2012 Credit card receivables. FICO score below 600 Held-for-sale
Credit Card Receivables
Policy for when credit card receivables are considered as delinquent	30 days
Accounts, Notes, Loans and Financing Receivable
FICO score limit												700				600	699				600
Total nondelinquent accounts (Current and 1-29 days past due)					$ 6,051	$ 5,834			$ 5,593	$ 2,882	$ 2,775		$ 2,728	$ 2,463	$ 2,404			$ 2,334	$ 706	$ 655		$ 531
Delinquent accounts (30+ days past due)					306	310			243
Credit card receivables, at par					6,357	6,144			5,836
Lower of cost or fair value adjustment									189
Allowance for doubtful accounts				365	430	431	480	690
Credit card receivables, net		$ 5,927	$ 5,713		$ 5,927	$ 5,713			$ 5,647
Total nondelinquent accounts (Current and 1-29 days past due) (as a percent)					95.20%	95.00%			95.80%	45.40%	45.20%		46.70%	38.70%	39.10%			40.00%	11.10%	10.70%		9.10%
Delinquent accounts (30+ days past due) (as a percent)					4.80%	5.00%			4.20%
Credit card receivables, at par (as a percent)					100.00%	100.00%			100.00%

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Credit Card Receivables (Tables)

9 Months Ended

Oct. 27, 2012

Credit Card Receivables

Age of Credit Card Receivables

Age of Credit Card Receivables	October 27, 2012				January 28, 2012				October 29, 2011
			Percent of				Percent of				Percent of
(dollars in millions)	Amount		Receivables		Amount		Receivables		Amount		Receivables
Current	$	5,355	91.7	%	$	5,791	91.1	%	$	5,568	90.6	%
1-29 days past due	238		4.1		260		4.1		266		4.3
30-59 days past due	82		1.4		97		1.5		109		1.8
60-89 days past due	50		0.9		62		1.0		64		1.1
90+ days past due	111		1.9		147		2.3		137		2.2
Credit card receivables, at par		5,836	100	%		6,357	100	%		6,144	100	%
Lower of cost or fair value adjustment		189				—				—
Allowance for doubtful accounts		—				430				431
Credit card receivables, net	$	5,647			$	5,927			$	5,713

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts	Three Months Ended						Nine Months Ended
	October 27,			October 29,			October 27,			October 29,
(millions)	2012			2011			2012			2011
Allowance at beginning of period	$	365		$	480		$	430		$	690
Bad debt expense	46			40			141			67
Write-offs(a)	(95		)	(122		)	(326		)	(448)
Recoveries(a)	29			33			100			122
Segment allowance at end of period	345			431			345			431
Elimination of segment allowance	345			—			345			—
Allowance at end of period	$	—		$	431		$	—		$	431

(a) Write-offs include the principal amount of losses (excluding accrued and unpaid finance charges), and recoveries include current period collections on previously written-off balances. These amounts combined represent net write-offs.

Receivables Credit Quality

Receivables Credit Quality	October 27, 2012				January 28, 2012				October 29, 2011
			Percent of				Percent of				Percent of
(dollars in millions)	Amount		Receivables		Amount		Receivables		Amount		Receivables
Nondelinquent accounts
FICO score of 700 or above	$	2,728	46.7	%	$	2,882	45.4	%	$	2,775	45.2	%
FICO score of 600 to 699	2,334		40.0		2,463		38.7		2,404		39.1
FICO score below 600	531		9.1		706		11.1		655		10.7
Total nondelinquent accounts	5,593		95.8		6,051		95.2		5,834		95.0
Delinquent accounts (30+ days past due)	243		4.2		306		4.8		310		5.0
Credit card receivables, at par	$	5,836	100	%	$	6,357	100	%	$	6,144	100	%
Lower of cost or fair value adjustment		189				—				—
Allowance for doubtful accounts		—				430				431
Credit card receivables, net	$	5,647			$	5,927			$	5,713

Information of Securitized Borrowings

Securitized Borrowings	October 27, 2012				January 28, 2012				October 29, 2011
(millions)	Debt Balance		Collateral		Debt Balance		Collateral		Debt Balance		Collateral
2008 Series	$	—	$	—	$	—	$	—	$	2,759	$	2,828
2006/2007 Series	1,500		1,899		1,000		1,266		1,000		1,266
Total	$	1,500	$	1,899	$	1,000	$	1,266	$	3,759	$	4,094

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Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	9 Months Ended
	Oct. 27, 2012	Oct. 29, 2011
Operating activities
Net earnings	$ 2,038	$ 1,948
Reconciliation to cash flow
Depreciation and amortization	1,603	1,568
Share-based compensation expense	74	61
Deferred income taxes	73	397
Bad debt expense	141	67
Gain on receivables held for sale	(156)
Non-cash (gains)/losses and other, net	(15)	76
Changes in operating accounts:
Accounts receivable originated at Target	97	120
Inventory	(1,615)	(2,294)
Other current assets	(98)	(131)
Other noncurrent assets		49
Accounts payable	1,193	1,428
Accrued and other current liabilities	(109)	(360)
Other noncurrent liabilities	122	46
Cash flow provided by operations	3,348	2,975
Investing activities
Expenditures for property and equipment	(2,338)	(3,750)
Proceeds from disposal of property and equipment	35	7
Change in accounts receivable originated at third parties	192	253
Other investments	86	(114)
Cash flow required for investing activities	(2,025)	(3,604)
Financing activities
Change in commercial paper, net		1,211
Additions to long-term debt	1,971	1,000
Reductions of long-term debt	(1,024)	(272)
Dividends paid	(635)	(549)
Repurchase of stock	(1,230)	(1,693)
Stock option exercises and related tax benefit	279	66
Other	(16)	1
Cash flow required for financing activities	(655)	(236)
Effect of exchange rate changes on cash and cash equivalents	7	(26)
Net increase (decrease) in cash and cash equivalents	675	(891)
Cash and cash equivalents at beginning of period	794	1,712
Cash and cash equivalents at end of period	$ 1,469	$ 821

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Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Oct. 27, 2012	Oct. 29, 2011
Net earnings	$ 637	$ 555	$ 2,038	$ 1,948
Other comprehensive income/(loss), net of tax
Pension and other benefit liabilities, net of taxes of $9, $6, $28 and $16	15	9	43	25
Currency translation adjustment and cash flow hedges, net of taxes of $7, $15, $7 and $4	11	(24)	12	(7)
Other comprehensive income/(loss)	26	(15)	55	18
Comprehensive income	$ 663	$ 540	$ 2,093	$ 1,966

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Derivative Financial Instruments

9 Months Ended

Oct. 27, 2012

Derivative Financial Instruments

Derivative Financial Instruments

8. Derivative Financial Instruments

Historically our derivative instruments have primarily consisted of interest rate swaps used to mitigate interest rate risk. We have counterparty credit risk with large global financial institutions resulting from our derivative instruments. We monitor this concentration of counterparty credit risk on an ongoing basis. See Note 4 for a description of the fair value measurement of our derivative instruments and their classification on the Consolidated Statements of Financial Position.

As of October 27, 2012 and October 29, 2011, one swap was designated as a fair value hedge for accounting purposes, and no ineffectiveness was recognized during the three or nine months ended October 27, 2012 or October 29, 2011.

Periodic payments, valuation adjustments and amortization of gains or losses on our derivative contracts had the following effect on our Consolidated Statements of Operations:

Derivative Contracts - Effect on Results of Operations		Three Months Ended				Nine Months Ended
(millions)		October 27,		October 29,		October 27,		October 29,
Type of Contract	Classification of Income/(Expense)	2012		2011		2012		2011
Interest rate swaps	Net interest expense	$	12	$	10	$	32	$	32

The amount remaining on unamortized hedged debt valuation gains from terminated or de-designated interest rate swaps that will be amortized into earnings over the remaining lives of the underlying debt totaled $84 million, $111 million and $122 million, at October 27, 2012, January 28, 2012 and October 29, 2011, respectively.

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Document and Entity Information	9 Months Ended
	Oct. 27, 2012	Nov. 16, 2012
Document and Entity Information
Entity Registrant Name	TARGET CORP
Entity Central Index Key	0000027419
Document Type	10-Q
Document Period End Date	Oct. 27, 2012
Amendment Flag	false
Current Fiscal Year End Date	--02-02
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		650,794,426
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

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Income Taxes

9 Months Ended

Oct. 27, 2012

Income Taxes

Income Taxes

9. Income Taxes

We file a U.S. federal income tax return and income tax returns in various states and foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations for years before 2011 and, with few exceptions, are no longer subject to state and local or non-U.S. income tax examinations by tax authorities for years before 2003.

At October 27, 2012, foreign net operating loss carryforwards of approximately $470 million (resulting in a $125 million deferred tax asset) are available to offset future income. These carryforwards expire in 2032 and are expected to be fully utilized prior to expiration.

It is reasonably possible that the amount of our unrecognized tax benefits will significantly increase or decrease during the next twelve months; however, an estimate of the amount or range of the change cannot be made at this time.

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Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Oct. 27, 2012	Oct. 29, 2011
Consolidated Statements of Comprehensive Income
Pension and other benefit liability, taxes	$ 9	$ 6	$ 28	$ 16
Currency translation adjustment and cash flow hedges, taxes	$ 7	$ 15	$ 7	$ 4

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Credit Card Receivables Transaction

9 Months Ended

Oct. 27, 2012

Credit Card Receivables Transaction

Credit Card Receivables Transaction

3. Credit Card Receivables Transaction

On October 22, 2012, we reached an agreement to sell our entire consumer credit card portfolio to TD Bank Group (TD) for cash consideration equal to the gross (par) value of the outstanding receivables at the time of closing. The sale, which is subject to regulatory approval and other customary closing conditions, is expected to close in the first half of 2013. Following close, TD will underwrite, fund and own Target Credit Card and Target Visa receivables in the U.S. TD will control risk management policies and regulatory compliance, and we will perform account servicing and primary marketing functions. We will earn a substantial portion of the profits generated by the Target Credit Card and Target Visa portfolios.

Historically, our credit card receivables were recorded at par value less an allowance for doubtful accounts. With this agreement, our receivables are now classified as held for sale and recorded at the lower of cost (par) or fair value. As a result of this change, we recorded a gain of $156 million in the third quarter of 2012. At closing, this transaction is expected to be accounted for as a sale, and the receivables will no longer be reported on our Consolidated Statements of Financial Position.

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Earnings Per Share

9 Months Ended

Oct. 27, 2012

Earnings Per Share

Earnings Per Share

2. Earnings Per Share

Basic earnings per share (EPS) is calculated as net earnings divided by the weighted average number of common shares outstanding during the period. Diluted EPS includes the potentially dilutive impact of share-based awards outstanding at period end, consisting of the incremental shares assumed to be issued upon the exercise of stock options and the incremental shares assumed to be issued under performance share and restricted stock unit arrangements.

Earnings Per Share	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
(millions, except per share data)	2012		2011		2012		2011
Net earnings	$	637	$	555	$	2,038	$	1,948
Basic weighted average common shares outstanding	654.8		673.2		659.3		682.2
Dilutive impact of share-based awards(a)	7.4		5.1		6.5		4.7
Diluted weighted average common shares outstanding	662.2		678.3		665.8		686.9
Basic earnings per share	$	0.97	$	0.82	$	3.09	$	2.85
Diluted earnings per share	$	0.96	$	0.82	$	3.06	$	2.84

(a) Excludes 0.6 million and 6.0 million share-based awards for the three and nine months ended October 27, 2012, respectively, and 13.9 million and 15.6 million share-based awards for the three and nine months ended October 29, 2011, respectively, because their effects were antidilutive.

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Fair Value Measurements (Tables)

9 Months Ended

Oct. 27, 2012

Fair Value Measurements

Fair Value Measurements - Recurring Basis

Fair Value Measurements - Recurring Basis
	Fair Value at October 27, 2012						Fair Value at January 28, 2012						Fair Value at October 29, 2011
(millions)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents
Short-term investments	$	800	$	—	$	—	$	194	$	—	$	—	$	66	$	—	$	—
Other current assets
Interest rate swaps(a)	—		11		—		—		20		—		—		—		—
Prepaid forward contracts	76		—		—		69		—		—		70		—		—
Other	—		—		—		—		—		—		—		6		—
Other noncurrent assets
Interest rate swaps(a)	—		90		—		—		114		—		—		136		—
Company-owned life
insurance investments(b)	—		258		—		—		371		—		—		365		—
Total	$	876	$	359	$	—	$	263	$	505	$	—	$	136	$	507	$	—
Liabilities
Other current liabilities
Interest rate swaps(a)	$	—	$	4	$	—	$	—	$	7	$	—	$	—	$	—	$	—
Other noncurrent liabilities
Interest rate swaps(a)	—		59		—		—		69		—		—		71		—
Total	$	—	$	63	$	—	$	—	$	76	$	—	$	—	$	71	$	—

(a) There was one interest rate swap designated as an accounting hedge in all periods presented. See Note 8 for additional information on interest rate swaps.

(b) Company-owned life insurance investments consist of equity index funds and fixed income assets. Amounts are presented net of nonrecourse loans that are secured by some of these policies. These loan amounts were $807 million at October 27, 2012, $669 million at January 28, 2012 and $665 million at October 29, 2011.

Financial Instruments Not Measured at Fair Value

Financial Instruments Not Measured at Fair Value	October 27, 2012				January 28, 2012				October 29, 2011
	Carrying		Fair		Carrying		Fair		Carrying		Fair
(millions)	Amount		Value		Amount		Value		Amount		Value
Financial assets
Other current assets
Marketable securities(a)	$	75	$	75	$	35	$	35	$	78	$	78
Other noncurrent assets
Marketable securities(a)	4		4		6		6		—		—
Total	$	79	$	79	$	41	$	41	$	78	$	78
Financial liabilities
Total debt(b)	$	16,647	$	19,796	$	15,680	$	18,142	$	17,228	$	19,793
Total	$	16,647	$	19,796	$	15,680	$	18,142	$	17,228	$	19,793

(a)  Held-to-maturity investments that are held to satisfy the regulatory requirements of Target Bank and Target National Bank.

(b) Represents the sum of nonrecourse debt collateralized by credit card receivables and unsecured debt and other borrowings, excluding unamortized swap valuation adjustments and capital lease obligations.

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Share Repurchase

9 Months Ended

Oct. 27, 2012

Share Repurchase

Share Repurchase

10. Share Repurchase

We repurchase shares primarily through open market transactions under a $5 billion share repurchase program authorized by our Board of Directors in January 2012. During the first quarter of 2012, we completed a $10 billion share repurchase program that was authorized by our Board of Directors in November 2007.

Share Repurchases	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
(millions, except per share data)	2012		2011		2012		2011
Total number of shares purchased	1.7		4.5		21.8		34.1
Average price paid per share	$	62.90	$	50.45	$	57.53	$	50.76
Total investment	$	104	$	226	$	1,255	$	1,733

Of the shares repurchased, a portion was delivered upon settlement of prepaid forward contracts as follows:

Settlement of Prepaid Forward Contracts(a)	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
(millions)	2012		2011		2012		2011
Total number of shares purchased	0.1		0.5		0.5		0.8
Total cash investment	$	4	$	26	$	25	$	40
Aggregate market value(b)	$	5	$	26	$	29	$	40

(a) These contracts are among the investment vehicles used to reduce our economic exposure related to our nonqualified deferred compensation plans. The details of our positions in prepaid forward contracts are provided in Note 11.

(b)  At their respective settlement dates.

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Commitments and Contingencies

9 Months Ended

Oct. 27, 2012

Commitments and Contingencies

Commitments and Contingencies

6. Commitments and Contingencies

We are exposed to claims and litigation arising in the ordinary course of business, and use various methods to resolve these matters in a manner that we believe serves the best interest of our shareholders and other constituents. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable liabilities. We do not believe that any of the currently identified claims or litigation will be material to our results of operations, cash flows or financial condition.

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Fair Value Measurements

9 Months Ended

Oct. 27, 2012

Fair Value Measurements

Fair Value Measurements

4. Fair Value Measurements

Fair value measurements are categorized into one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs available at the measurement date, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data).

Fair Value Measurements - Recurring Basis
	Fair Value at October 27, 2012						Fair Value at January 28, 2012						Fair Value at October 29, 2011
(millions)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents
Short-term investments	$	800	$	—	$	—	$	194	$	—	$	—	$	66	$	—	$	—
Other current assets
Interest rate swaps(a)	—		11		—		—		20		—		—		—		—
Prepaid forward contracts	76		—		—		69		—		—		70		—		—
Other	—		—		—		—		—		—		—		6		—
Other noncurrent assets
Interest rate swaps(a)	—		90		—		—		114		—		—		136		—
Company-owned life
insurance investments(b)	—		258		—		—		371		—		—		365		—
Total	$	876	$	359	$	—	$	263	$	505	$	—	$	136	$	507	$	—
Liabilities
Other current liabilities
Interest rate swaps(a)	$	—	$	4	$	—	$	—	$	7	$	—	$	—	$	—	$	—
Other noncurrent liabilities
Interest rate swaps(a)	—		59		—		—		69		—		—		71		—
Total	$	—	$	63	$	—	$	—	$	76	$	—	$	—	$	71	$	—

(a) There was one interest rate swap designated as an accounting hedge in all periods presented. See Note 8 for additional information on interest rate swaps.

(b) Company-owned life insurance investments consist of equity index funds and fixed income assets. Amounts are presented net of nonrecourse loans that are secured by some of these policies. These loan amounts were $807 million at October 27, 2012, $669 million at January 28, 2012 and $665 million at October 29, 2011.

Position	Valuation Technique
Short-term investments	Carrying value approximates fair value because maturities are less than three months.
Prepaid forward contracts	Initially valued at transaction price. Subsequently valued by reference to the market price of Target common stock.
Interest rate swaps	Valuation models are calibrated to initial trade price. Subsequent valuations are based on observable inputs to the valuation model (e.g., interest rates and credit spreads). Model inputs are changed only when corroborated by market data. A credit risk adjustment is made on each swap using observable market credit spreads.
Company-owned life insurance investments	Includes investments in separate accounts that are valued based on market rates credited by the insurer.

The following table presents the carrying amounts and estimated fair values of financial instruments not measured at fair value in the Consolidated Statements of Financial Position. The fair value of marketable securities is determined using available market prices at the reporting date and would be classified as Level 1. The fair value of debt is generally measured using a discounted cash flow analysis based on current market interest rates for similar types of financial instruments and would be classified as Level 2.

Financial Instruments Not Measured at Fair Value	October 27, 2012				January 28, 2012				October 29, 2011
	Carrying		Fair		Carrying		Fair		Carrying		Fair
(millions)	Amount		Value		Amount		Value		Amount		Value
Financial assets
Other current assets
Marketable securities(a)	$	75	$	75	$	35	$	35	$	78	$	78
Other noncurrent assets
Marketable securities(a)	4		4		6		6		—		—
Total	$	79	$	79	$	41	$	41	$	78	$	78
Financial liabilities
Total debt(b)	$	16,647	$	19,796	$	15,680	$	18,142	$	17,228	$	19,793
Total	$	16,647	$	19,796	$	15,680	$	18,142	$	17,228	$	19,793

(a)  Held-to-maturity investments that are held to satisfy the regulatory requirements of Target Bank and Target National Bank.

(b) Represents the sum of nonrecourse debt collateralized by credit card receivables and unsecured debt and other borrowings, excluding unamortized swap valuation adjustments and capital lease obligations.

As of October 27, 2012, our consumer credit card receivables are recorded at the lower of cost (par) or fair value because they are classified as held for sale. We estimated the fair value of our consumer credit card portfolio to be approximately $6.0 billion using a cash flow-based, economic-profit model using Level 3 inputs, including the forecasted performance of the portfolio and a market-based discount rate. We used internal data to forecast expected payment patterns and write-offs, revenue, and operating expenses (credit EBIT yield) related to the credit card portfolio. Changes in macroeconomic conditions in the United States could affect the estimated fair value used in our lower of cost (par) or fair value assessment, which could cause gains or losses on our receivables held for sale. A one percentage point change in the forecasted credit EBIT yield would impact our fair value estimate by approximately $33 million. A one percentage point change in the forecasted discount rate would impact our fair value estimate by approximately $7 million. Refer to Note 3 for more information on our credit card receivables transaction. As of January 28, 2012 and October 29, 2011, we estimated that the fair value of our credit card receivables approximated par value.

The carrying amounts of accounts payable and certain accrued and other current liabilities approximate fair value due to their short-term nature.

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Credit Card Receivables

9 Months Ended

Oct. 27, 2012

Credit Card Receivables

Credit Card Receivables

5. Credit Card Receivables

Historically, our credit card receivables were recorded at par value less an allowance for doubtful accounts. Effective October 27, 2012, our consumer credit card receivables are recorded at the lower of cost (par) or fair value because they are classified as held for sale. Lower of cost (par) or fair value was determined on a segmented basis using the delinquency and credit-quality segmentation we have historically used to help determine the allowance for doubtful accounts.  Many nondelinquent balances are recorded at cost (par) because fair value exceeds cost.  Delinquent balances are generally recorded at fair value, which reflects our expectation of losses on these receivables.  Refer to Note 3 for more information on our credit card receivables transaction.

Credit card receivables are our only significant class of financing receivables. Substantially all past-due accounts accrue finance charges until they are written off. Accounts are written off when they become 180 days past due.

Age of Credit Card Receivables	October 27, 2012				January 28, 2012				October 29, 2011
			Percent of				Percent of				Percent of
(dollars in millions)	Amount		Receivables		Amount		Receivables		Amount		Receivables
Current	$	5,355	91.7	%	$	5,791	91.1	%	$	5,568	90.6	%
1-29 days past due	238		4.1		260		4.1		266		4.3
30-59 days past due	82		1.4		97		1.5		109		1.8
60-89 days past due	50		0.9		62		1.0		64		1.1
90+ days past due	111		1.9		147		2.3		137		2.2
Credit card receivables, at par		5,836	100	%		6,357	100	%		6,144	100	%
Lower of cost or fair value adjustment		189				—				—
Allowance for doubtful accounts		—				430				431
Credit card receivables, net	$	5,647			$	5,927			$	5,713

Allowance for Doubtful Accounts

Historically, we recognized an allowance for doubtful accounts in an amount equal to the anticipated future write-offs of existing receivables and uncollectible finance charges and other credit-related fees. We estimated future write-offs on the entire credit card portfolio collectively based on historical experience of delinquencies, risk scores, aging trends and industry risk trends. We continue to recognize an allowance for doubtful accounts and bad debtexpense within our Credit Card Segment, which allows us to evaluate the performance of the portfolio. The allowance for doubtful accounts is eliminated in consolidation to present the receivables at the lower of cost (par) or fair value.

Allowance for Doubtful Accounts	Three Months Ended						Nine Months Ended
	October 27,			October 29,			October 27,			October 29,
(millions)	2012			2011			2012			2011
Allowance at beginning of period	$	365		$	480		$	430		$	690
Bad debt expense	46			40			141			67
Write-offs(a)	(95		)	(122		)	(326		)	(448)
Recoveries(a)	29			33			100			122
Segment allowance at end of period	345			431			345			431
Elimination of segment allowance	345			—			345			—
Allowance at end of period	$	—		$	431		$	—		$	431

(a) Write-offs include the principal amount of losses (excluding accrued and unpaid finance charges), and recoveries include current period collections on previously written-off balances. These amounts combined represent net write-offs.

We monitor both the credit quality and the delinquency status of the credit card receivables portfolio. We consider accounts 30 or more days past due as delinquent, and we update delinquency status daily. We also monitor risk in the portfolio by assigning internally generated scores to each account and by obtaining current FICO scores, a nationally recognized credit scoring model, for a statistically representative sample of accounts each month. The credit-quality segmentation presented below is consistent with the approach we use to determine the allowance for doubtful accounts in our Credit Card Segment.

Receivables Credit Quality	October 27, 2012				January 28, 2012				October 29, 2011
			Percent of				Percent of				Percent of
(dollars in millions)	Amount		Receivables		Amount		Receivables		Amount		Receivables
Nondelinquent accounts
FICO score of 700 or above	$	2,728	46.7	%	$	2,882	45.4	%	$	2,775	45.2	%
FICO score of 600 to 699	2,334		40.0		2,463		38.7		2,404		39.1
FICO score below 600	531		9.1		706		11.1		655		10.7
Total nondelinquent accounts	5,593		95.8		6,051		95.2		5,834		95.0
Delinquent accounts (30+ days past due)	243		4.2		306		4.8		310		5.0
Credit card receivables, at par	$	5,836	100	%	$	6,357	100	%	$	6,144	100	%
Lower of cost or fair value adjustment		189				—				—
Allowance for doubtful accounts		—				430				431
Credit card receivables, net	$	5,647			$	5,927			$	5,713

Funding for Credit Card Receivables

As a method of providing funding for our credit card receivables, we sell, on an ongoing basis, all of our consumer credit card receivables to Target Receivables LLC (TR LLC), a wholly owned, bankruptcy remote subsidiary. TR LLC then transfers the receivables to the Target Credit Card Master Trust (the Trust), which from time to time will sell debt securities to third parties, either directly or through a related trust. These debt securities represent undivided interests in the Trust assets. TR LLC uses the proceeds from the sale of debt securities and its share of collections on the receivables to pay the purchase price of the receivables to the Corporation.

We consolidate the receivables within the Trust and any debt securities issued by the Trust, or a related trust, in our Consolidated Statements of Financial Position. The receivables transferred to the Trust are not available to general creditors of the Corporation.

Interests in our credit card receivables issued by the Trust are accounted for as secured borrowings. Interest and principal payments are satisfied provided the cash flows from the Trust assets are sufficient and are nonrecourse to the general assets of the Corporation. If the cash flows are less than the periodic interest, the available amount, if any, is paid with respect to interest. Interest shortfalls will be paid to the extent subsequent cash flows from the assets in the Trust are sufficient. Future principal payments will be made from the third party’s pro rata share of cash flows from the Trust assets.

Securitized Borrowings	October 27, 2012				January 28, 2012				October 29, 2011
(millions)	Debt Balance		Collateral		Debt Balance		Collateral		Debt Balance		Collateral
2008 Series	$	—	$	—	$	—	$	—	$	2,759	$	2,828
2006/2007 Series	1,500		1,899		1,000		1,266		1,000		1,266
Total	$	1,500	$	1,899	$	1,000	$	1,266	$	3,759	$	4,094

In March 2012, we amended the 2006/2007 Series Variable Funding Certificate to obtain additional funding of $500 million and to extend the maturity to 2013. Parties who hold the Variable Funding Certificate receive interest at a variable short-term market rate. We will repay this borrowing at par concurrent with the closing of the credit card receivables transaction described in Note 3.

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Notes Payable and Long-Term Debt

9 Months Ended

Oct. 27, 2012

Notes Payable and Long-Term Debt

Notes Payable and Long-Term Debt

7. Notes Payable and Long-Term Debt

We obtain short-term financing from time to time under our commercial paper program, a form of notes payable.

Commercial Paper	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
(dollars in millions)	2012		2011		2012		2011
Maximum daily amount outstanding during the period	$	—	$	1,211	$	620	$	1,211
Average daily amount outstanding during the period	$	—	$	351	$	134	$	227
Amount outstanding at period-end	$	—	$	1,211	$	—	$	1,211
Weighted average interest rate	n/a		0.11%		0.16%		0.11%

In June 2012, we issued $1.5 billion of unsecured fixed rate debt at 4.0% that matures in July 2042. Proceeds from this issuance were used for general corporate purposes.

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Credit Card Receivables (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Oct. 27, 2012	Jul. 28, 2012	Jan. 28, 2012	Oct. 29, 2011	Jul. 30, 2011	Jan. 29, 2011
Accounts, Notes, Loans and Financing Receivable
Credit card receivables, net			$ 5,927	$ 5,713
Credit card receivables.
Accounts, Notes, Loans and Financing Receivable
Current			5,791	5,568
1-29 days past due			260	266
30-59 days past due			97	109
60-89 days past due			62	64
90+ days past due			147	137
Credit card receivables, at par			6,357	6,144
Allowance for doubtful accounts		365	430	431	480	690
Credit card receivables, net			5,927	5,713
Number of days past due for accounts receivable to be written off	P180D
Age of Credit Card Receivables
Current (as a percent)			91.10%	90.60%
1-29 days past due (as a percent)			4.10%	4.30%
30-59 days past due (as a percent)			1.50%	1.80%
60-89 days past due (as a percent)			1.00%	1.10%
90+ days past due (as a percent)			2.30%	2.20%
Credit card receivables, at par (as a percent)			100.00%	100.00%
Credit card receivables. | Held-for-sale
Accounts, Notes, Loans and Financing Receivable
Current	5,355
1-29 days past due	238
30-59 days past due	82
60-89 days past due	50
90+ days past due	111
Credit card receivables, at par	5,836
Lower of cost or fair value adjustment	189
Credit card receivables, net	$ 5,647
Age of Credit Card Receivables
Current (as a percent)	91.70%
1-29 days past due (as a percent)	4.10%
30-59 days past due (as a percent)	1.40%
60-89 days past due (as a percent)	0.90%
90+ days past due (as a percent)	1.90%
Credit card receivables, at par (as a percent)	100.00%

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Segment Reporting

9 Months Ended

Oct. 27, 2012

Segment Reporting

Segment Reporting

12. Segment Reporting

Our segment measure of profit is used by management to evaluate the return on our investment and to make operating decisions.

Business Segment Results	Three Months Ended October 27, 2012										Three Months Ended October 29, 2011
			U.S.										U.S.
	U.S.		Credit								U.S.		Credit
(millions)	Retail		Card		Canadian			Total			Retail		Card		Canadian			Total
Sales/Credit card revenues	$	16,601	$	328	$	—		$	16,929		$	16,054	$	348	$	—		$	16,402
Cost of sales	11,569		—		—			11,569			11,165		—		—			11,165
Bad debt expense(a)	—		46		—			46			—		40		—			40
Selling, general and administrative/ Operations and marketing
expenses(a), (b)	3,553		138		72			3,764			3,433		143		18			3,594
Depreciation and amortization	516		3		24			542			525		4		17			546
Segment EBIT (c)	963		141		(96		)	1,008			931		161		(35		)	1,057
Interest expense on nonrecourse debt collateralized by credit card receivables (d)	—		3		—			3			—		18		—			18
Segment profit/(loss)	$	963	$	138	$	(96	)	$	1,005		$	931	$	143	$	(35	)	$	1,039
Unallocated (income) and expenses:
Other net interest expense (d)								189										182
Gain on receivables held for sale (e)								(156		)								—
Earnings before income taxes								$	972									$	857

Business Segment Results	Nine Months Ended October 27, 2012										Nine Months Ended October 29, 2011
			U.S.										U.S.
	U.S.		Credit								U.S.		Credit
(millions)	Retail		Card		Canadian			Total			Retail		Card		Canadian			Total
Sales/Credit card revenues	$	49,589	$	986	$	—		$	50,575		$	47,529	$	1,048	$	—		$	48,577
Cost of sales	34,406		—		—			34,406			32,874		—		—			32,874
Bad debt expense(a)	—		141		—			141			—		67		—			67
Selling, general and administrative/ Operations and marketing
expenses(a), (b)	10,315		409		154			10,878			9,988		405		53			10,446
Depreciation and amortization	1,526		11		67			1,603			1,527		13		28			1,568
Segment EBIT (c)	3,342		425		(221		)	3,547			3,140		563		(81		)	3,622
Interest expense on nonrecourse debt collateralized by credit card receivables (d)	—		8		—			8			—		55		—			55
Segment profit/(loss)	$	3,342	$	417	$	(221	)	$	3,539		$	3,140	$	508	$	(81	)	$	3,567
Unallocated (income) and expenses:
Other net interest expense (d)								550										519
Gain on receivables held for sale (e)								(156		)								—
Earnings before income taxes								$	3,145									$	3,048

Note: The sum of the segment amounts may not equal the total amounts due to rounding.

(a) The combination of bad debt expense and operations and marketing expenses, less amounts the U.S. Retail Segment charges the U.S. Credit Card Segment for loyalty programs, within the U.S. Credit Card Segment represent credit card expenses on the Consolidated Statements of Operations.

(b) Loyalty program charges were $78 million and $74 million for the three months ended October 27, 2012 and October 29, 2011, respectively, and $217 million and $189 million for the nine months ended October 27, 2012 and October 29, 2011, respectively. In all periods, these amounts were recorded as reductions to SG&A expenses within the U.S. Retail Segment and increases to operations and marketing expenses within the U.S. Credit Card Segment.

(c) The combination of Segment EBIT and the gain on receivables held for sale represents earnings before interest expense and income taxes on the Consolidated Statements of Operations.

(d) The combination of interest expense on nonrecourse debt collateralized by credit card receivables and other net interest expense represent net interest expense on the Consolidated Statements of Operations.

(e) Refer to Note 3 for more information on our credit card receivables transaction.

Total Assets by Segment	October 27,		January 28,		October 29,
(millions)	2012		2012		2011
U.S. Retail	$	39,717	$	37,108	$	39,142
U.S. Credit Card	5,736		6,135		5,978
Canadian	3,970		3,387		3,327
Total segment assets	49,423		46,630		48,447
Unallocated assets (a)	156		—		—
Total assets	$	49,579	$	46,630	$	48,447

(a) Represents the net adjustment to eliminate our allowance for doubtful accounts and record our credit card receivables at lower of cost (par) or fair value.

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Derivative Financial Instruments (Tables)

9 Months Ended

Oct. 27, 2012

Derivative Financial Instruments

Derivative Contracts - Effect on Results of Operations

Derivative Contracts - Effect on Results of Operations		Three Months Ended				Nine Months Ended
(millions)		October 27,		October 29,		October 27,		October 29,
Type of Contract	Classification of Income/(Expense)	2012		2011		2012		2011
Interest rate swaps	Net interest expense	$	12	$	10	$	32	$	32

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Share Repurchase (Details) (USD $) Share data in Millions, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended	1 Months Ended	12 Months Ended	3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended
	Oct. 27, 2012	Oct. 29, 2011	Oct. 27, 2012	Oct. 29, 2011	Jan. 28, 2012	Nov. 30, 2007 2007 Share Repurchase Program	Jan. 28, 2012 2012 Share Repurchase Program	Oct. 27, 2012 Cash investment	Oct. 29, 2011 Cash investment	Oct. 27, 2012 Cash investment	Oct. 29, 2011 Cash investment	Oct. 27, 2012 Prepaid forward contracts market value	Oct. 29, 2011 Prepaid forward contracts market value	Oct. 27, 2012 Prepaid forward contracts market value	Oct. 29, 2011 Prepaid forward contracts market value
Share Repurchase Information
Amount approved by board of directors for share repurchase program						$ 10,000,000,000	$ 5,000,000,000
Total Number of Shares Purchased	1.7	4.5	21.8	34.1
Repurchase of stock, average price per share (in dollars per share)	$ 62.90	$ 50.45	$ 57.53	$ 50.76
Total Investment	104,000,000	226,000,000	1,255,000,000	1,733,000,000
Stock repurchased, delivered upon settlement of prepaid forward contracts	0.1	0.5	0.5	0.8
Repurchase of stock			1,259,000,000		1,894,000,000			4,000,000	26,000,000	25,000,000	40,000,000
Stock repurchased, delivered upon settlement of prepaid forward contracts												$ 5,000,000	$ 26,000,000	$ 29,000,000	$ 40,000,000

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Consolidated Statements of Financial Position (USD $) In Millions, unless otherwise specified	Oct. 27, 2012	Jan. 28, 2012	Oct. 29, 2011
Assets
Cash and cash equivalents, including short-term investments of $800, $194 and $66	$ 1,469	$ 794	$ 821
Credit card receivables, held for sale	5,647
Credit card receivables, net of allowance of $0, $430 and $431		5,927	5,713
Inventory	9,533	7,918	9,890
Other current assets	1,846	1,810	1,948
Total current assets	18,495	16,449	18,372
Property and equipment
Land	6,188	6,122	6,069
Buildings and improvements	27,800	26,837	26,850
Fixtures and equipment	5,280	5,141	5,153
Computer hardware and software	2,418	2,468	2,457
Construction-in-progress	1,365	963	546
Accumulated depreciation	(12,982)	(12,382)	(12,035)
Property and equipment, net	30,069	29,149	29,040
Other noncurrent assets	1,015	1,032	1,035
Total assets	49,579	46,630	48,447
Liabilities and shareholders' investment
Accounts payable	8,050	6,857	8,053
Accrued and other current liabilities	3,631	3,644	3,273
Unsecured debt and other borrowings	2,528	3,036	2,313
Nonrecourse debt collateralized by credit card receivables	1,500	750	500
Total current liabilities	15,709	14,287	14,139
Unsecured debt and other borrowings	14,526	13,447	12,897
Nonrecourse debt collateralized by credit card receivables		250	3,259
Deferred income taxes	1,279	1,191	1,199
Other noncurrent liabilities	1,713	1,634	1,689
Total noncurrent liabilities	17,518	16,522	19,044
Shareholders' investment
Common stock	55	56	56
Additional paid-in capital	3,854	3,487	3,431
Retained earnings	13,069	12,959	12,340
Accumulated other comprehensive loss
Pension and other benefit liabilities	(581)	(624)	(516)
Currency translation adjustment and cash flow hedges	(45)	(57)	(47)
Total shareholders' investment	16,352	15,821	15,264
Total liabilities and shareholders' investment	$ 49,579	$ 46,630	$ 48,447
Common shares outstanding	654.5	669.3	671.4

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Accounting Policies

9 Months Ended

Oct. 27, 2012

Accounting Policies

Accounting Policies

1. Accounting Policies

The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statement disclosures contained in the 2011 Form 10-K for Target Corporation (Target or the Corporation). The same accounting policies are followed in preparing quarterly financial data as are followed in preparing annual data. See the notes in our Form 10-K for the fiscal year ended January 28, 2012, for those policies. In the opinion of management, all adjustments necessary for a fair presentation of quarterly operating results are reflected herein and are of a normal, recurring nature.

Due to the seasonal nature of our business, quarterly revenues, expenses, earnings and cash flows are not necessarily indicative of the results that may be expected for the full year.

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Share Repurchase (Tables)

9 Months Ended

Oct. 27, 2012

Share Repurchase

Share repurchases through open market transactions

Share Repurchases	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
(millions, except per share data)	2012		2011		2012		2011
Total number of shares purchased	1.7		4.5		21.8		34.1
Average price paid per share	$	62.90	$	50.45	$	57.53	$	50.76
Total investment	$	104	$	226	$	1,255	$	1,733

Summary of shares reacquired upon settlement of prepaid forward contracts

Settlement of Prepaid Forward Contracts(a)	Three Months Ended				Nine Months Ended
	October 27,		October 29,		October 27,		October 29,
(millions)	2012		2011		2012		2011
Total number of shares purchased	0.1		0.5		0.5		0.8
Total cash investment	$	4	$	26	$	25	$	40
Aggregate market value(b)	$	5	$	26	$	29	$	40

(a) These contracts are among the investment vehicles used to reduce our economic exposure related to our nonqualified deferred compensation plans. The details of our positions in prepaid forward contracts are provided in Note 11.

(b)  At their respective settlement dates.

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Notes Payable and Long-Term Debt (Details) (USD $)	1 Months Ended	3 Months Ended	9 Months Ended
	Jun. 30, 2012 Fixed rate debt	Oct. 29, 2011 Commercial paper.	Oct. 27, 2012 Commercial paper.	Oct. 29, 2011 Commercial paper.
Short-term financing
Maximum daily amount outstanding during the period		$ 1,211,000,000	$ 620,000,000	$ 1,211,000,000
Average daily amount outstanding during the period		351,000,000	134,000,000	227,000,000
Amount outstanding at period-end		1,211,000,000		1,211,000,000
Weighted average interest rate (as a percent)		0.11%	0.16%	0.11%
Notes Payable and Long-Term Debt
Debt, amount issued	$ 1,500,000,000
Debt, fixed interest rate (as a percent)	4.00%

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Pension, Postretirement Health Care and Other Benefits

9 Months Ended

Oct. 27, 2012

Pension, Postretirement Health Care and Other Benefits

Pension, Postretirement Health Care and Other Benefits

11. Pension, Postretirement Health Care and Other Benefits

We have qualified defined benefit pension plans covering team members who meet age and service requirements, including in certain circumstances, date of hire. We also have unfunded nonqualified pension plans for team members with qualified plan compensation restrictions. Eligibility for, and the level of, these benefits varies depending on team members’ date of hire, length of service and/or team member compensation. Upon early retirement and prior to Medicare eligibility, team members also become eligible for certain health care benefits if they meet minimum age and service requirements and agree to contribute a portion of the cost. Effective January 1, 2009, our qualified defined benefit pension plan was closed to new participants, with limited exceptions.

Net Pension Benefits Expense	Three Months Ended						Nine Months Ended
	October 27,			October 29,			October 27,			October 29,
(millions)	2012			2011			2012			2011
Service cost benefits earned during the period	$	30		$	29		$	90		$	87
Interest cost on projected benefit obligation	35			34			105			103
Expected return on assets	(55		)	(51		)	(165		)	(153)
Amortization of losses	26			16			78			50
Amortization of prior service cost	—			—			—			(2)
Total	$	36		$	28		$	108		$	85

Net Postretirement Health Care Benefits Expense	Three Months Ended						Nine Months Ended
	October 27,			October 29,			October 27,			October 29,
(millions)	2012			2011			2012			2011
Service cost benefits earned during the period	$	3		$	3		$	7		$	7
Interest cost on projected benefit obligation	1			1			2			3
Expected return on assets	—			—			—			—
Amortization of losses	—			1			2			3
Amortization of prior service cost	(3		)	(3		)	(7		)	(7)
Total	$	1		$	2		$	4		$	6

We are not required to make any contributions in 2012. However, depending on investment performance and plan funded status, we may elect to make a contribution.

Our unfunded, nonqualified deferred compensation plan is offered to approximately 3,000 current and retired team members whose participation in our 401(k) plan is limited by statute or regulation. These team members choose from a menu of crediting rate alternatives that are the same as the investment choices in our 401(k) plan, including Target common stock. We credit an additional 2 percent per year to the accounts of all active participants, excluding members of our management executive committee, in part to recognize the risks inherent to their participation in a plan of this nature. We also maintain a nonqualified, unfunded deferred compensation plan that was frozen during 1996, covering substantially fewer than 100 participants, most of whom are retired. In this plan, deferred compensation earns returns tied to market levels of interest rates plus an additional 6 percent return, with a minimum of 12 percent and a maximum of 20 percent, as determined by the plan’s terms.

We mitigate some of our risk of offering the nonqualified plans through investing in vehicles, including company-owned life insurance and prepaid forward contracts in our own common stock, that offset a substantial portion of our economic exposure to the returns of these plans. These investment vehicles are general corporate assets and are marked to market with the related gains and losses recognized in the Consolidated Statements of Operations in the period they occur.

The total change in fair value for contracts indexed to our own common stock recognized in earnings was pretax income of $3 million and $6 million for the three months ended October 27, 2012 and October 29, 2011, and pretax income of $18 million and $3 million for the nine months ended October 27, 2012 and October 29, 2011, respectively. For the nine months ended October 27, 2012 and October 29, 2011, we invested $19 million and $44 million, respectively, in such investment instruments, and this activity is included in the Consolidated Statements of Cash Flows within other investing activities. Adjusting our position in these investment vehicles may involve repurchasing shares of Target common stock when settling the forward contracts as described in Note 10. The settlement dates of these instruments are regularly renegotiated with the counterparty.

Prepaid Forward Contracts on Target Common Stock
	Number of	Contractual		Contractual		Total Cash
(millions, except per share data)	Shares	Price Paid		Fair Value		Investment
October 29, 2011	1.3	$	43.78	$	70	$	55
January 28, 2012	1.4	44.21		69		61
October 27, 2012	1.2	45.46		76		54