8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  April 15, 2016

TARGET CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota	1-6049	No. 41-0215170
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)

1000 Nicollet Mall, Minneapolis, Minnesota 55403

(Address of principal executive offices)  (Zip Code)

(612) 304-6073

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.     Other Events

Target Corporation (the “Company”) announced on April 15, 2016 the initial results and upsizing, and announced on April 18, 2016 the pricing, of its previously announced tender offers for up to applicable maximum payment amounts of certain outstanding debt securities of the Company. Copies of the press releases are attached as Exhibits 99.1 and 99.2 to this report and are incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits

(d)      Exhibits

  99.1Press Release dated April 15, 2016

  99.2Press Release dated April 18, 2016

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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
Date: April 18, 2016	By:	/s/ Timothy R. Baer
		Timothy R. Baer
		Executive Vice President,
		Chief Legal Officer and Corporate Secretary

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Index to Exhibits

Exhibit No.	Description	Method of Filing
99.1	Press Release dated April 15, 2016	Electronic Transmission
99.2	Press Release dated April 18, 2016	Electronic Transmission

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contacts:   John Hulbert, Investors, (612) 761-6627

Erin Conroy, Media, (612) 761-5928

Target Media Hotline, (612) 696-3400

Target Corporation Announces Initial Results and Upsizing of Pending Maximum Tender Offers

MINNEAPOLIS (April 15, 2016) — Target Corporation (“Target”) (NYSE:TGT) today announced the early tender results for its previously announced tender offers (the “Maximum Tender Offers”) to purchase for cash up to the Long-Dated Notes Maximum Payment Amount (as defined below) and Short-Dated Notes Maximum Payment Amount (as defined below), as applicable (collectively, the “Maximum Payment Amounts”), of its debt securities listed in the table below (collectively, the “Securities” and each a “series” of Securities). In addition, Target has amended the Maximum Tender Offers to increase the previously announced Long-Dated Notes Maximum Payment Amount from $180,335,649 to $380,335,649. All other terms of the Maximum Tender Offers, as previously announced, remain unchanged. The Maximum Tender Offers are being made solely pursuant to the offer to purchase and the related letter of transmittal, each dated April 4, 2016 (as they may be amended or supplemented, the “Offer Documents”). Target refers investors to the Offer Documents, as supplemented by the amendment noted above, for the complete terms of the Maximum Tender Offers.

As of the previously announced early tender date and time of 5:00 p.m., New York City time, on April 15, 2016, (the “Early Tender Date”), $429,695,000 aggregate principal amount of Long-Dated Notes (as defined below) and $567,629,000 aggregate principal amount of Short-Dated Notes (as defined below) had been validly tendered and not validly withdrawn. Withdrawal rights for the Securities expired at 5:00 p.m., New York City time, on April 15, 2016. The table below sets forth the aggregate principal amount and percentage of Securities validly tendered and not validly withdrawn by the Early Tender Date. The final results of the Maximum Tender Offers will not be available until after the Maximum Tender Offers expire at 11:59 p.m., New York City time, on April 29, 2016, unless extended or earlier terminated (such date and time, as the same may be extended, the “Maximum Tender Expiration Date”).

– more –

Target Corporation Announces Initial Results and Upsizing of
 Pending Maximum Tender Offers – Page 2 of 4

Up to the Long-Dated Notes Maximum Payment Amount of the Outstanding Securities Listed Below (the “Long-Dated Notes”)
Title of Security	CUSIP Number	Principal Amount Outstanding	Acceptance Priority Level	Fixed Spread (Basis Points)	U.S. Treasury Reference Security	Bloomberg Reference Page	Early Tender Payment(1)	Principal Amount Tendered at Early Tender Date	Percent Tendered of Amount Out- standing
7.000% Notes due 2038	87612EAU0	$868,577,000	1	+100 bps	3.000% due November 15, 2045	FIT1	$30	$208,759,000	24.03%
6.35% Debentures due 2032	87612EAK2	$550,000,000	2	+85 bps	3.000% due November 15, 2045	FIT1	$30	$162,471,000	29.54%
7.00% Debentures due 2031	87612EAF3	$218,332,000	3	+85 bps	3.000% due November 15, 2045	FIT1	$30	$22,407,000	10.26%
6.65% Debentures due 2028	239753DL7	$115,827,000	4	+150 bps	1.625% due February 15, 2026	FIT1	$30	$32,593,000	28.14%
6.75% Debentures due 2028	239753DJ2	$135,479,000	5	+150 bps	1.625% due February 15, 2026	FIT1	$30	$3,465,000	2.56%
Up to the Short-Dated Notes Maximum Payment Amount of the Outstanding Securities Listed Below (the “Short-Dated Notes”)
Title of Security	CUSIP Number	Principal Amount Outstanding	Acceptance Priority Level	Fixed Spread (Basis Points)	U.S. Treasury Reference Security	Bloomberg Reference Page	Early Tender Payment(1)	Principal Amount Tendered at Early Tender Date	Percent Tendered of Amount Out- standing
6.000% Notes due 2018	87612EAS5	$1,250,000,000	1	+35 bps	0.875% due January 15, 2018	FIT4	$30	$165,501,000	13.24%
5.375% Notes due 2017	87612EAP1	$1,000,000,000	2	+12.5 bps	0.500% due April 30, 2017	FIT4	$30	$402,128,000	40.21%

(1)Per $1,000 principal amount of Securities. The Total Consideration (as defined below) for Securities validly tendered at or prior to the Early Tender Date and accepted for purchase is calculated using the fixed spread for each series of Securities set forth in the table above and is inclusive of the early tender payment. Holders will also receive accrued interest on Securities accepted for purchase, as further described below and in the Offer Documents.

The Maximum Tender Offers are for up to the applicable Maximum Payment Amount. The “Long-Dated Notes Maximum Payment Amount” applies to the Long-Dated Notes and has been set at $380,335,649. The “Short-Dated Notes Maximum Payment Amount” applies to the Short-Dated Notes and has been set at $800,000,000. The Securities will be purchased in accordance with the acceptance priority levels set forth in the table above and will be subject to proration as described in the Offer Documents. Target currently expects to accept for purchase 100% of the Long-Dated Notes validly tendered and not validly withdrawn for the series listed in the table above at Acceptance Priority Level 1 and, on a pro rata basis, approximately 29% of the Long-Dated Notes validly tendered and not validly withdrawn for the series listed in the table above at Acceptance Priority Level 2. Target currently expects to accept for purchase 100% of the Short-Dated Notes validly tendered and not validly withdrawn for the series listed above at Acceptance Priority Levels 1 and 2. The principal amount of the series listed in the table above at Acceptance Priority Levels 1 and 2 for both the Long-Dated Notes and Short-Dated Notes that are ultimately accepted for purchase will depend upon whether holders tender additional Securities after the Early Tender Date. Target does not expect to accept for purchase any of the Long-Dated Notes for the series listed above at Acceptance Priority Levels 3 through 5. The Securities not accepted for purchase will be promptly credited to the account of the registered

Target Corporation Announces Initial Results and Upsizing of
 Pending Maximum Tender Offers – Page 3 of 4

holder of such Securities with The Depository Trust Company or otherwise returned in accordance with the Offer Documents.

The “Total Consideration” will be determined in the manner described in the Offer Documents at 2:00 p.m., New York City time, on April 18, 2016, unless extended or earlier terminated. Holders of Securities validly tendered and not validly withdrawn at or prior to the Early Tender Date are eligible to receive the Total Consideration for any such Securities accepted for purchase. Holders of Securities who validly tender their Securities after the Early Tender Date but at or prior to the Maximum Tender Expiration Date will be eligible to receive only an amount equal to the Total Consideration minus the “Early Tender Payment” set forth in the table above for any such Securities accepted for purchase.

Holders will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date Target makes payment in same-day funds for such Securities, which date is anticipated to be May 2, 2016.

Information Relating to the Maximum Tender Offers

Copies of the offer to purchase and letter of transmittal are available at the following web address: http://www.gbsc-usa.com/Target/. Holders may also obtain a copy of the Offer Documents, free of charge, from Global Bondholder Services Corporation, the tender and information agent in connection with the Maximum Tender Offers, by calling toll-free at (866) 470-3900 (bankers and brokers can call collect at (212) 430-3774). Holders are urged to carefully read these materials prior to making any decisions with respect to the Maximum Tender Offers.

Barclays Capital Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are the dealer managers for the Maximum Tender Offers. Investors with questions regarding the Maximum Tender Offers may contact Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect), Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4811 (collect).

None of Target or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the applicable trustee with respect to the Securities is making any recommendation as to whether holders should tender any Securities in response to any of the

Target Corporation Announces Initial Results and Upsizing of
 Pending Maximum Tender Offers – Page 4 of 4

Maximum Tender Offers, and neither Target nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Securities. The full details of the Maximum Tender Offers for the Securities, including complete instructions on how to tender Securities, are included in the Offer Documents. Holders are strongly encouraged to read carefully the Offer Documents, including materials filed with the Securities and Exchange Commission and incorporated by reference therein, because they contain important information.

About Target

Minneapolis-based Target Corporation (NYSE:TGT) serves guests at 1,793 stores and at Target.com. Since 1946, Target has given 5 percent of its profit to communities, which today equals more than $4 million a week. For more information, visit Target.com/Pressroom. For a behind-the-scenes look at Target, visit Target.com/abullseyeview or follow @TargetNews on Twitter.

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EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Contacts:John Hulbert, Investors, (612) 761-6627

Erin Conroy, Media, (612) 761-5928

Target Media Hotline, (612) 696-3400

Target Corporation Announces Pricing of Pending Maximum Tender Offers

MINNEAPOLIS (April 18, 2016) — Target Corporation (“Target”) (NYSE:TGT) announced today the consideration payable in connection with its previously announced tender offers (the “Maximum Tender Offers”), which commenced on April 4, 2016 to purchase up to $380,335,649 (the “Long-Dated Notes Maximum Payment Amount”) of the Long-Dated Notes (as defined below) and up to $800,000,000 (the “Short-Dated Notes Maximum Payment Amount”) of the Short-Dated Notes (as defined below, and collectively with the Long-Dated Notes, the “Securities” and each a “series” of Securities). The Maximum Tender Offers will expire at 11:59 p.m., New York City time, on April 29, 2016 unless extended (such date and time, as the same may be extended, the “Maximum Tender Expiration Date”). The Maximum Tender Offers are being made solely pursuant to the offer to purchase and the related letter of transmittal, each dated April 4, 2016 (as they may be amended or supplemented, the “Offer Documents”).

The table below sets forth the Total Consideration for each series of Securities.

Up to the Long-Dated Notes Maximum Payment Amount of the Outstanding Securities Listed Below (the “Long-Dated Notes”)
Title of Security	CUSIP Number	Principal Amount Outstanding	Acceptance Priority Level	U.S. Treasury Reference Security	Reference Yield	Fixed Spread (Basis Points)	Total Consideration(1)
7.000% Notes due 2038	87612EAU0	$868,577,000	1	3.000% due November 15, 2045	2.586%	+100 bps	$1,511.76
6.35% Debentures due 2032	87612EAK2	$550,000,000	2	3.000% due November 15, 2045	2.586%	+85 bps	$1,364.63
7.00% Debentures due 2031	87612EAF3	$218,332,000	3	3.000% due November 15, 2045	2.586%	+85 bps	$1,419.24
6.65% Debentures due 2028	239753DL7	$115,827,000	4	1.625% due February 15, 2026	1.778%	+150 bps	$1,337.83
6.75% Debentures due 2028	239753DJ2	$135,479,000	5	1.625% due February 15, 2026	1.778%	+150 bps	$1,334.24
Up to the Short-Dated Notes Maximum Payment Amount of the Outstanding Securities Listed Below (the “Short-Dated Notes”)
Title of Security	CUSIP Number	Principal Amount Outstanding	Acceptance Priority Level	U.S. Treasury Reference Security	Reference Yield	Fixed Spread (Basis Points)	Total Consideration(1)
6.000% Notes due 2018	87612EAS5	$1,250,000,000	1	0.875% due January 15, 2018	0.744%	+35 bps	$1,082.52
5.375% Notes due 2017	87612EAP1	$1,000,000,000	2	0.500% due April 30, 2017	0.576%	+12.5 bps	$1,046.37

(1)Per $1,000 principal amount of Securities, and inclusive of the early tender payment of $30 per $1,000 principal amount. Holders will also receive accrued interest on Securities accepted for purchase, as further described below and in the Offer Documents.

– more –

Target Corporation Announces Pricing of Pending Maximum Tender Offers – Page 2 of 3

Only Holders of Securities who validly tendered and did not validly withdraw their Securities at or prior to 5:00 p.m., New York City time, on April 15, 2016 (such date and time, the “Early Tender Date”) are eligible to receive the “Total Consideration” listed in the table above for Securities accepted for purchase. Withdrawal rights for the Maximum Tender Offers expired at the Early Tender Date. Holders of Securities who validly tender their Securities after the Early Tender Date but at or prior to the Maximum Tender Expiration Date will be eligible to receive only an amount equal to the Total Consideration for such series less $30 per $1,000 principal amount of such Securities.

Holders will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date Target makes payment in same-day funds for such Securities, which date is anticipated to be May 2, 2016.

Information Relating to the Maximum Tender Offers

Copies of the offer to purchase and letter of transmittal are available at the following web address: http://www.gbsc-usa.com/Target/. Holders may also obtain a copy of the Offer Documents, free of charge, from Global Bondholder Services Corporation, the tender and information agent in connection with the Maximum Tender Offers, by calling toll-free at (866) 470-3900 (bankers and brokers can call collect at (212) 430-3774). Holders are urged to carefully read these materials prior to making any decisions with respect to the Maximum Tender Offers.

Barclays Capital Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are the dealer managers for the Maximum Tender Offers. Investors with questions regarding the Maximum Tender Offers may contact Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect), Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4811 (collect).

None of Target or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the applicable trustee with respect to the Securities is making any recommendation as to whether holders should tender any Securities in response to any of the Maximum Tender Offers, and neither Target nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.

Target Corporation Announces Pricing of Pending Maximum Tender Offers – Page 3 of 3

This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Securities. The full details of the Maximum Tender Offers for the Securities, including complete instructions on how to tender Securities, are included in the Offer Documents. Holders are strongly encouraged to read carefully the Offer Documents, including materials filed with the Securities and Exchange Commission and incorporated by reference therein, because they contain important information.

About Target

Minneapolis-based Target Corporation (NYSE:TGT) serves guests at 1,793 stores and at Target.com. Since 1946, Target has given 5 percent of its profit to communities, which today equals more than $4 million a week. For more information, visit Target.com/Pressroom. For a behind-the-scenes look at Target, visit Target.com/abullseyeview or follow @TargetNews on Twitter.

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