TARGET CORP (Form: 10-K, Received: 03/13/2015 15:29:51)




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
FORM 10-K



(Mark One)
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2015
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-6049

TARGET CORPORATION

(Exact name of registrant as specified in its charter)



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

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

Securities Registered Pursuant To Section 12(B) Of The Act:



Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, par value $0.0833 per share		New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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 checkmark whether the registrant has submitted electronically and posted on its corporate Website, 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Act). See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 126-2 of the Exchange Act.



Large accelerated filer x	Accelerated filer o	Non-accelerated filer o (Do not check if a smaller reporting company)	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

The aggregate market value of the voting stock held by non-affiliates of the registrant as of August 2, 2014 was $37,874,861,077 , based on the closing price of $59.85 per share of Common Stock as reported on the New York Stock Exchange Composite Index.

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 March 6, 2015 were 641,738,798.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Target's Proxy Statement to be filed on or about April 27, 2015 are incorporated into Part III.

TABLE OF CONTENTS



PART I
Item 1	Business	2
Item 1A	Risk Factors	5
Item 1B	Unresolved Staff Comments	10
Item 2	Properties	11
Item 3	Legal Proceedings	11
Item 4	Mine Safety Disclosures	12
Item 4A	Executive Officers	12
PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6	Selected Financial Data	15
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	27
Item 8	Financial Statements and Supplementary Data	29
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	63
Item 9A	Controls and Procedures	63
Item 9B	Other Information	63
PART III
Item 10	Directors, Executive Officers and Corporate Governance	63
Item 11	Executive Compensation	64
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	64
Item 13	Certain Relationships and Related Transactions, and Director Independence	64
Item 14	Principal Accountant Fees and Services	64
PART IV
Item 15	Exhibits, Financial Statement Schedules	65
Signatures		69
Exhibit Index		70

PART I

Item 1. Business

General

Target Corporation (Target, the Corporation or the Company) was incorporated in Minnesota in 1902. We offer our customers, referred to as "guests," everyday essentials and fashionable, differentiated merchandise at discounted prices. Our ability to deliver a preferred shopping experience to our guests is supported by our strong supply chain and technology infrastructure, an ingrained devotion to innovation, and our disciplined approach to managing our business and investing in future growth.

Prior to the first quarter of 2013, we operated a U.S. Credit Card Segment that offered credit to qualified guests through our branded credit cards: the Target Credit Card and the Target Visa Credit Card. In the first quarter of 2013, we sold our U.S. consumer credit card portfolio, and TD Bank Group (TD) now underwrites, funds and owns Target Credit Card and Target Visa consumer receivables in the U.S. We perform account servicing and primary marketing functions and earn a substantial portion of the profits generated by the portfolio. Refer to Note 7 of the Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data (the Financial Statements) for more information on the credit card receivables transaction.

Prior to January 15, 2015, we operated a Canadian segment. On January 15, 2015, we announced our exit from the Canadian market and Target Canada Co. and certain other wholly owned subsidiaries of Target filed for protection (the Filing) in Canada under the Companies' Creditors Arrangement Act (CCAA) with the Ontario Superior Court of Justice in Toronto. Following the Filing, we no longer consolidate our Canadian retail operation. Canadian financial results prior to the Filing are included in our financial statements and classified within discontinued operations. See Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and Note 6 of the Financial Statements for more information. Effective January 15, 2015, we operate as a single segment that includes all of our continuing operations, which are designed to enable guests to purchase products seamlessly in stores, online or through mobile devices.

Unless otherwise noted, discussion of our business and results of operations in this Annual Report on Form 10-K refers to our continuing operations.

Financial Highlights

For information on key financial highlights and segment financial information, see the items referenced in Item 6, Selected Financial Data, MD&A and Note 28 of the Financial Statements.

Seasonality

A larger share of annual revenues and earnings traditionally occurs in the fourth quarter because it includes the peak sales period from Thanksgiving to the end of December.

Merchandise

We sell a wide assortment of general merchandise and food through our store and digital channels. Our general merchandise stores offer an edited food assortment, including perishables, dry grocery, dairy and frozen items while our SuperTarget stores offer a full line of food items comparable to traditional supermarkets. Our urban format stores, CityTarget and TargetExpress, offer edited general merchandise and food assortments. Our digital channels include a wide assortment of general merchandise, including many items found in our stores, along with a complementary assortment such as additional sizes and colors sold only online.

A significant portion of our sales is from national brand merchandise. Approximately one-third of 2014 sales related to our owned and exclusive brands, including but not limited to the following:



Owned Brands
Archer Farms®	Market Pantry®	Threshold™
Simply Balanced™	Merona®	up & up®
Boots & Barkley®	Room Essentials®	Wine Cube®
Circo®	Smith & Hawken®	Xhilaration®
Embark®	Spritz™
Gilligan & O'Malley®	Sutton & Dodge®

Exclusive Brands
Assets® by Sarah Blakely	dENiZEN™ from Levi's®	Nate Berkus for Target®
Ava & Viv®	Fieldcrest®	Nick & Nora®
C9 by Champion®	Genuine Kids from OshKosh®	Papyrus®
Carlton®	Just One You made by Carter's	Shaun White
Chefmate®	Kid Made Modern®	Simply Shabby Chic®
Cherokee®	Liz Lange® for Target	Sonia Kashuk®
Converse® One Star®	Mossimo Supply Company®

We also sell merchandise through periodic exclusive design and creative partnerships and generate revenue from in-store amenities such as Target Café, Target Clinic, Target Pharmacy and Target Photo, and leased or licensed departments such as Target Optical, Pizza Hut, Portrait Studio and Starbucks.

Distribution

The vast majority of merchandise is distributed to our stores through our network of 38 distribution centers. Common carriers ship general merchandise to and from our distribution centers. Vendors or third party distributors ship certain food items and other merchandise directly to our stores.

Employees

At January 31, 2015 , we employed approximately 347,000 full-time, part-time and seasonal employees, referred to as "team members." During the sales period from Thanksgiving to the end of December, our employment levels peaked at approximately 447,000 team members. We offer a broad range of company-paid benefits to our team members. Eligibility for, and the level of, these benefits varies depending on team members' full-time or part-time status, compensation level, date of hire and/or length of service. These company-paid benefits include a pension plan, 401(k) plan, medical and dental plans, a retiree medical plan, disability insurance, paid vacation, tuition reimbursement, various team member assistance programs, life insurance and merchandise discounts. We believe our team member relations are good.

Working Capital

Our working capital needs are greater in the months leading up to our peak sales period from Thanksgiving to the end of December, which we typically finance with cash flow provided by operations and short-term borrowings. Additional details are provided in the Liquidity and Capital Resources section in MD&A.

Effective inventory management is key to our ongoing success, and we use various techniques including demand forecasting and planning and various forms of replenishment management. We achieve effective inventory management by being in-stock in core product offerings, maintaining positive vendor relationships, and carefully planning inventory levels for seasonal and apparel items to minimize markdowns.

Competition

We compete with traditional and off-price general merchandise retailers, apparel retailers, internet retailers, wholesale clubs, category specific retailers, drug stores, supermarkets and other forms of retail commerce. Our ability to positively differentiate ourselves from other retailers and provide a compelling value proposition largely determine our competitive position within the retail industry.

Intellectual Property

Our brand image is a critical element of our business strategy. Our principal trademarks, including Target, SuperTarget and our "Bullseye Design," have been registered with the U.S. Patent and Trademark Office. We also seek to obtain and preserve intellectual property protection for our owned brands.

Geographic Information

Virtually all of our revenues from continuing operations are generated within the United States. Through 2014, our discontinued Canadian operations generated revenues in Canada. The vast majority of our long-lived assets are located within the United States.

Data Breach

During the fourth quarter of 2013, we experienced a data breach in which an intruder stole certain payment card and other guest information from our network (the Data Breach). For further information, see MD&A and Note 17 of the Financial Statements.

Available Information

Our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge at www.Target.com/Investors as soon as reasonably practicable after we file such material with, or furnish it to, the U.S. Securities and Exchange Commission (SEC). Our Corporate Governance Guidelines, Business Conduct Guide, Corporate Responsibility Report and the position descriptions for our Board of Directors and Board committees are also available free of charge in print upon request or at www.Target.com/Investors.

Item 1A. Risk Factors

Our business is subject to many risks. Set forth below are the most significant risks that we face. For the convenience of the reader, the risks are listed in the categories where those risks primarily apply, but they may also apply to other categories.

Competitive and Reputational Risks

Our continued success is substantially dependent on positive perceptions of Target which, if eroded, could adversely affect our business and our relationships with our guests and team members.

We believe that one of the reasons our guests prefer to shop at Target, our team members choose Target as a place of employment and our vendors choose to do business with us is the reputation we have built over many years for serving our four primary constituencies: guests, team members, shareholders, and the communities in which we operate. To be successful in the future, we must continue to preserve, grow, and leverage the value of Target's reputation. Reputational value is based in large part on perceptions. While reputations may take decades to build, any negative incidents can quickly erode trust and confidence, particularly if they result in adverse mainstream and social media publicity, governmental investigations, or litigation. Those types of incidents could have an adverse impact on perceptions and lead to tangible adverse effects on our business, including consumer boycotts, lost sales, loss of new store and technology development opportunities, or team member retention and recruiting difficulties. For example, we experienced weaker than expected sales immediately following the announcement of the Data Breach that occurred in the fourth quarter of 2013, and while we now believe the incident will not have a long-term impact to our relationship with our guests, it is an example of an incident that affected our reputation and negatively impacted our sales for a period of time. In addition, the long-term reputational impact of discontinuing our Canadian operations on our guests, team members, vendors and other constituencies is unknown, and we may need to take actions that could increase our expenses and adversely affect the results of our operations.

If we are unable to positively differentiate ourselves from other retailers, our results of operations could be adversely affected.

The retail business is highly competitive. In the past we have been able to compete successfully by differentiating our guests’ shopping experience by creating an attractive value proposition through a careful combination of price, merchandise assortment, convenience, guest service, loyalty programs and marketing efforts. Our ability to create a personalized guest experience through the collection and use of guest data is important to our ability to differentiate from other retailers. Guest perceptions regarding the cleanliness and safety of our stores, the functionality and reliability of our digital channels, our in-stock levels and other factors also affect our ability to compete. No single competitive factor is dominant, and actions by our competitors on any of these factors could have an adverse effect on our sales, gross margins, and expenses.

We sell many products under our owned and exclusive brands. These brands are an important part of our business because they differentiate us from other retailers, generally carry higher margins than equivalent national brand products and represent a significant portion of our overall sales. If one or more of these brands experiences a loss of consumer acceptance or confidence, our sales and gross margins could be adversely affected.

The continuing migration and evolution of retailing to online and mobile channels has increased our challenges in differentiating ourselves from other retailers. In particular, consumers are able to quickly and conveniently comparison shop and determine real-time product availability using digital tools, which can lead to decisions based solely on price, the functionality of the digital tools or a combination of those and other factors. We must compete by offering a consistent and convenient shopping experience for our guests regardless of the ultimate sales channel; providing and maintaining digital tools for our guests and team members that have the right features and are reliable and easy to use; working with our vendors to offer unique and distinctive merchandise; and encouraging our guests to shop with confidence with our price-match policy. Failure to effectively execute in these efforts, actions by our competitors in response to these efforts, or failures of our vendors to manage their own channels, content and technology systems could hurt our ability to differentiate ourselves from other retailers and, as a result, have an adverse effect on sales, gross margins, and expenses.

If we are unable to successfully develop and maintain a relevant and reliable omnichannel experience for our guests, our sales, results of operations and reputation could be adversely affected.

Our business has evolved from an in-store experience to interaction with guests across multiple channels (in-store, online, mobile and social media, among others). Our guests are using computers, tablets, mobile phones and other devices to shop in our stores and online and provide feedback and public commentary about all aspects of our business. We currently provide full and mobile versions of our website (Target.com), offer applications for mobile phones and tablets, and interact with our guests through social media. Omnichannel retailing is rapidly evolving and we must anticipate and meet changing guest expectations and counteract new developments and technology investments by our competitors. Our omnichannel retailing efforts include implementing new technology, software and processes to be able to fulfill guest orders from any point within our system of stores and distribution centers, which is extremely complex and may not meet guest expectations for timely and accurate deliveries. If we are unable to attract and retain team members or contract with third parties having the specialized skills needed to support our omnichannel efforts, implement improvements to our guest‑facing technology in a timely manner, allow real-time and accurate visibility to product availability when guests are ready to purchase, quickly and efficiently fulfill our guests orders using the fulfillment and payment methods they demand, or provide a convenient and consistent experience for our guests regardless of the ultimate sales channel, our ability to compete and our results of operations could be adversely affected. In addition, if Target.com and our other guest‑facing technology systems do not appeal to our guests, reliably function as designed, or maintain the privacy of guest data, or if we are unable consistently meet our brand promise to our guests, we may experience a loss of guest confidence, lost sales or be exposed to fraudulent purchases, which could adversely affect our reputation and results of operations.

If we fail to anticipate and respond quickly to changing consumer preferences, our sales, gross margins and profitability could suffer.

A substantial part of our business is dependent on our ability to make trend‑right decisions and effectively manage our inventory in a broad range of merchandise categories, including apparel, home décor, seasonal offerings, food and other merchandise. For example, we are investing more of our overall resources, including capital, marketing, and product development to focus on signature categories, including baby, kids, wellness, and style, and tailor our food assortment to support guest wellness goals and become more specialized with unique and differentiated items. Failure to accurately predict constantly changing consumer tastes, preferences, spending patterns and other lifestyle decisions, emphasize the correct categories, and personalize our offerings to our guests may result in lost sales, spoilage, and increased inventory markdowns, which would lead to a deterioration in our results of operations by hurting our sales, gross margins, and profitability.

Technology Investments and Infrastructure Risks

If our capital investments in technology, new stores and remodeling existing stores do not achieve appropriate returns, our competitive position, financial condition and results of operations may be adversely affected.

Our business is becoming increasingly reliant on technology investments, and the returns on these investments are less predictable than building new stores and remodeling existing stores. We are currently making, and will continue to make, significant technology investments to support our omnichannel efforts, implement improvements to our guest‑facing technology, and evolve our inventory management system, information processes, and computer systems to more efficiently run our business and remain competitive and relevant to our guests. These technology initiatives might not provide the anticipated benefits or may provide them on a delayed schedule or at a higher cost. We must monitor and choose the right investments and implement them at the right pace. In addition, our growth also depends, in part, on our ability to build new stores and remodel existing stores in a manner that achieves appropriate returns on our capital investment. We compete with other retailers and businesses for suitable locations for our stores. Many of our expected new store sites are smaller and non-standard footprints located in fully developed markets, which are generally more time-consuming and expensive undertakings than expansion into undeveloped suburban and ex-urban markets. Targeting the wrong opportunities, failing to make the best investments, or making an investment commitment significantly above or below our needs could result in the loss of our competitive position and adversely impact our financial condition or results of operations.

A significant disruption in our computer systems and our inability to adequately maintain and update those systems could adversely affect our operations and our ability to maintain guest confidence.

We rely extensively on our computer systems to manage inventory, process guest transactions, manage and maintain the privacy of guest data, communicate with our vendors and other third parties, service REDcard accounts, and summarize and analyze results, and on continued and unimpeded access to the Internet to use our computer systems. Our systems are subject to damage or interruption from power outages, telecommunications failures, computer viruses and malicious attacks, security breaches and catastrophic events. If our systems are damaged or fail to function properly, we may incur substantial repair or replacement costs, experience data loss or theft and impediments to our ability to manage inventories or process guest transactions, and encounter lost guest confidence, which could adversely affect our results of operations. The Data Breach we experienced in the fourth quarter of 2013 negatively impacted our ability to handle customer inquiries, and we experienced weaker than expected sales immediately following the announcement of the Data Breach. Similarly, we experienced a temporary network disruption not involving a data breach in June 2014 that prevented many of our point-of-sale registers from working in a limited geographic region. This disruption caused checkout delays and generated negative publicity, and we engaged in promotional activities to retain our customers during the delay.

We continually make significant technology investments that will help maintain and update our existing computer systems. Implementing significant system changes increases the risk of computer system disruption. The potential problems and interruptions associated with implementing technology initiatives could disrupt or reduce our operational efficiency, and could impact the guest experience and guest confidence.

Data Security and Privacy Risks

If our efforts to protect the security of information about our guests, team members and vendors are unsuccessful, we may face additional costly government enforcement actions and private litigation, and our sales and reputation could suffer.

An important component of our business involves the receipt and storage of information about our guests, team members, and vendors. We have a program in place to detect and respond to data security incidents. However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software, or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to our systems or facilities, or those of third parties with whom we do business, through fraud, trickery, or other forms of deceiving our team members, contractors, and temporary staff.

Until the Data Breach in the fourth quarter of 2013, all incidents we experienced were insignificant. The Data Breach we experienced was significant and went undetected for several weeks. Both we and our vendors have experienced data security incidents other than the Data Breach; however, to date these other incidents have not been material to our consolidated financial statements. If we or our vendors experience additional significant data security breaches or fail to detect and appropriately respond to significant data security breaches, we could be exposed to additional government enforcement actions and private litigation. In addition, our guests could further lose confidence in our ability to protect their information, which could cause them to discontinue using our REDcards or pharmacy services, or stop shopping with us altogether.

We have recorded significant expenses related to the Data Breach. Our losses could exceed the amounts we have recorded by material amounts, and these matters could have a material adverse impact on our results of operations.

The Data Breach we experienced was significant, went undetected for several weeks, and involved the theft of certain payment card and guest information through unauthorized access to our network. We experienced weaker than expected sales immediately following the announcement of the Data Breach, and we are currently facing litigation seeking damages or other related relief allegedly arising out of the Data Breach. In addition, state and federal agencies, including State Attorneys General, the Federal Trade Commission and the SEC, are investigating events related to the Data Breach, including how it occurred, its consequences and our responses. The governmental agencies investigating the Data Breach may seek to impose on us fines and/or other monetary relief and/or injunctive relief that could materially increase our data security costs, adversely impact how we operate our network and collect and use guest information, and put us at a competitive disadvantage with other retailers. Furthermore, three of the four major

payment card networks, which between them represent a substantial majority of the payment cards potentially impacted by the Data Breach, have made written claims against us, either directly or through our acquiring banks, and we believe that it is probable that the fourth major payment card network will also make a claim against us. Collectively, the claims, investigations and other possible consequences of the Data Breach may have an adverse effect on how we operate our business and our results of operations. In the future we may be subject to additional investigations and claims of this sort. We have recorded Data Breach-related expenses that include our estimated probable losses for these matters, and it is reasonably possible that we may incur a material loss in excess of the amount accrued.

Supply Chain and Third Party Risks

Interruptions in our supply chain or fulfillment network, increased commodity, supply chain and fulfillment costs, or changes in our relationships with our vendors could adversely affect our gross margins, expenses and results of operations.

We are dependent on our vendors to supply merchandise to our distribution centers, stores and our guests in a timely and efficient manner. As we continue to add fulfillment capabilities or pursue strategies with different fulfillment requirements, our fulfillment network becomes increasingly complex and operating it becomes more challenging. If our fulfillment network does not operate properly or if a vendor fails to deliver on its commitments, whether due to financial difficulties or other reasons, we could experience merchandise out-of-stocks, delivery delays or increased delivery costs that could lead to lost sales and decreased guest confidence, and adversely affect our results of operations.

In addition, a large portion of our merchandise is sourced, directly or indirectly, from outside the United States, with China as our single largest source. Political or financial instability, trade restrictions, the outbreak of pandemics, labor unrest, transport capacity and costs, port security, weather conditions, natural disasters or other events that could slow or disrupt port activities and affect foreign trade are beyond our control and could disrupt our supply of merchandise and/or adversely affect our results of operations. For example, the labor disputes impacting the ports on the west coast of the U.S. that began in 2014 have caused us to make alternative arrangements to continue the flow of inventory, and if these disputes recur or worsen, it may have a material impact on our costs or inventory supply. Changes in the costs of procuring commodities used in our merchandise or the costs related to our supply chain, including vendor costs, labor, fuel, tariffs, currency exchange rates and supply chain transparency initiatives, could have an adverse effect on gross margins, expenses and results of operations. Changes in our relationships with our vendors also have the potential to increase our expenses and adversely affect results of operations. We are unable to determine whether our decision to discontinue our Canadian operations will negatively impact our relationships with vendors that also supply our U.S. operations in a way that might cause less favorable terms, increased costs, result in less timely and efficient deliveries, or impact their ability to sell to Target.

A disruption in relationships with third parties who provide us services in connection with certain aspects of our business could adversely affect our operations.

We rely on third parties to support a variety of business functions, including portions of our technology development and systems, our digital platforms and distribution network operations, credit and debit card transaction processing, extensions of credit for our 5% REDcard Rewards loyalty program, and aspects of our clinic and pharmacy operations. If we are unable to contract with third parties having the specialized skills needed to support those strategies or integrate their products and services with our business, or if we fail to properly manage those third parties or if they fail to meet our performance standards and expectations, including with respect to data security, our reputation, sales, and results of operations could be adversely affected. In addition, we could face increased costs associated with finding replacement providers or hiring new team members to provide these services in-house.

Legal, Regulatory, Global and Other External Risks

Our earnings are highly susceptible to the state of macroeconomic conditions and consumer confidence in the United States.

Virtually all of our sales are in the United States, making our results highly dependent on U.S. consumer confidence and the health of the U.S. economy. In addition, a significant portion of our total sales is derived from stores located in five states: California, Texas, Florida, Minnesota and Illinois, resulting in further dependence on local economic conditions in these states. Deterioration in macroeconomic conditions or consumer confidence could negatively affect our business in many ways, including slowing sales growth or reduction in overall sales, and reducing gross margins.

These same considerations impact the success of our credit card program. Even though we no longer own a consumer credit card receivables portfolio, we share in the economic performance of the credit card program with TD. Deterioration in macroeconomic conditions could adversely affect the volume of new credit accounts, the amount of credit card program balances and the ability of credit card holders to pay their balances. These conditions could result in us receiving lower profit‑sharing payments.

Weather conditions where our stores are located may impact consumer shopping patterns, which alone or together with natural disasters, particularly in areas where our sales are concentrated, could adversely affect our results of operations.

Uncharacteristic or significant weather conditions can affect consumer shopping patterns, particularly in apparel and seasonal items, which could lead to lost sales or greater than expected markdowns and adversely affect our short-term results of operations. In addition, our three largest states by total sales are California, Texas and Florida, areas where natural disasters are more prevalent. Natural disasters in those states or in other areas where our sales are concentrated could result in significant physical damage to or closure of one or more of our stores, distribution centers or key vendors, and cause delays in the distribution of merchandise from our vendors to our distribution centers, stores, and directly to guests, which could adversely affect our results of operations by increasing our costs and lowering our sales.

We rely on a large, global and changing workforce of Target team members, contractors and temporary staffing. If we do not effectively manage our workforce and the concentration of work in certain global locations, our labor costs and results of operations could be adversely affected.

With approximately 347,000 team members, our workforce costs represent our largest operating expense, and our business is dependent on our ability to attract, train, and retain the appropriate mix of qualified team members, contractors, and temporary staffing and effectively organize and manage those resources as our business changes. Many team members are in entry-level or part-time positions with historically high turnover rates. Our ability to meet our changing labor needs while controlling our costs is subject to external factors such as unemployment levels, prevailing wage rates, collective bargaining efforts, health care and other benefit costs, changing demographics, and our reputation and relevance within the labor market. If we are unable to attract and retain adequate numbers and an appropriate mix of qualified team members, contractors and temporary staffing, our operations, guest service levels and support functions could suffer. Those factors, together with increasing wage and benefit costs, could adversely affect our results of operations. As of March 13, 2015, none of our team members were working under collective bargaining agreements. We are periodically subject to labor organizing efforts. If we become subject to one or more collective bargaining agreements in the future, it could adversely affect our labor costs and how we operate our business.

We maintain a headquarters location in India where there has been greater political, financial, environmental and health instability than the United States. An extended disruption of our operations in India could adversely affect certain operations supporting stability and maintenance of our digital channels and information technology development.

Failure to address product safety concerns could adversely affect our sales and results of operations.

If our merchandise offerings, including food, drug and children’s products, do not meet applicable safety standards or our guests’ expectations regarding safety, we could experience lost sales and increased costs and be exposed to legal and reputational risk. All of our vendors must comply with applicable product safety laws, and we are dependent on them to ensure that the products we buy comply with all safety standards. Events that give rise to actual, potential or perceived product safety concerns, including food or drug contamination, could expose us to government enforcement action or private litigation and result in costly product recalls and other liabilities. In addition, negative guest perceptions regarding the safety of the products we sell could cause our guests to seek alternative sources for their needs, resulting in lost sales. In those circumstances, it may be difficult and costly for us to regain the confidence of our guests.

Our failure to comply with federal, state, local, and international laws, or changes in these laws could increase our costs, reduce our margins, and lower our sales.

Our business is subject to a wide array of laws and regulations in the United States and other countries in which we operate. Significant workforce-related legislative changes could increase our expenses and adversely affect our operations. Examples of possible workforce-related legislative changes include changes to an employer's obligation to recognize collective bargaining units, the process by which collective bargaining agreements are negotiated or imposed, minimum wage requirements, and health care mandates. In addition, changes in the regulatory environment

affecting Medicare reimbursements, privacy and information security, product safety, payment methods and related fees, responsible sourcing, supply chain transparency, or environmental protection, among others, could cause our expenses to increase without an ability to pass through any increased expenses through higher prices. For example, we are currently facing government inquiries related to the Data Breach that may result in the imposition of fines or other penalties. In addition, any legislative or regulatory changes adopted in reaction to the recent retail-industry data breaches could increase or accelerate our compliance costs. Also, our pharmacy and clinic operations are governed by various regulations, and a significant change in, or our noncompliance with, these regulations could have a material adverse effect on our compliance costs and results of operations. In addition, if we fail to comply with other applicable laws and regulations, including wage and hour laws, the Foreign Corrupt Practices Act and local anti-bribery laws, we could be subject to legal risk, including government enforcement action and class action civil litigation, which could adversely affect our results of operations by increasing our costs, reducing our margins, and lowering our sales.

Financial Risks

Changes in our effective income tax rate could adversely affect our net income.

A number of factors influence our effective income tax rate, including changes in tax law, tax treaties, interpretation of existing laws, and our ability to sustain our reporting positions on examination. Changes in any of those factors could change our effective tax rate, which could adversely affect our net income. In addition, our operations outside of the United States may cause greater volatility in our effective tax rate.

If we are unable to access the capital markets or obtain bank credit, our financial position, liquidity, and results of operations could suffer.

We are dependent on a stable, liquid, and well-functioning financial system to fund our operations and capital investments. In particular, we have historically relied on the public debt markets to fund portions of our capital investments and the commercial paper market and bank credit facilities to fund seasonal needs for working capital. Our continued access to these markets depends on multiple factors including the condition of debt capital markets, our operating performance, and maintaining strong debt ratings. If rating agencies lower our credit ratings, it could adversely impact our ability to access the debt markets, our cost of funds, and other terms for new debt issuances. Each of the credit rating agencies reviews its rating periodically, and there is no guarantee our current credit rating will remain the same. In addition, we use a variety of derivative products to manage our exposure to market risk, principally interest rate and equity price fluctuations. Disruptions or turmoil in the financial markets could reduce our ability to meet our capital requirements or fund our working capital needs, and lead to losses on derivative positions resulting from counterparty failures, which could adversely affect our financial position and results of operations.

If we are unable to make a fair and orderly exit of our Canadian operations, or if our existing reserves are not adequate to cover our ultimate liability, our financial condition and results of operations could be adversely affected.

On January 15, 2015, we announced our decision to discontinue our Canadian operations and authorized a filing by our direct wholly owned subsidiary, Target Canada Co., and certain other subsidiaries under the Companies’ Creditors Arrangement Act (Canada). During the fourth quarter ended January 31, 2015, we reported pretax losses from our discontinued Canadian operations, including pretax exit losses, a non-cash pretax impairment charge, and other operating losses. The losses from discontinued operations include probable losses relating to certain claims that may be asserted against us as a result of our guaranty of certain obligations of Target Canada Co. or other claims that may be made against us. Our reserves relating to these matters may not be adequate to cover our ultimate liability, and amounts beyond our reserves could have a material adverse effect on our financial condition and results of operations. In addition, we may suffer other losses for which we have not established reserves, although we believe that possibility is not probable. If we are unable to effectively and efficiently execute the wind-down of our Canadian operations, we may incur additional costs and cash outflows.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties



U.S. Stores at January 31, 2015	Stores	Retail Sq. Ft. (in thousands)		Stores	Retail Sq. Ft. (in thousands)
Alabama	22	3,150	Montana	7	780
Alaska	3	504	Nebraska	14	2,006
Arizona	47	6,263	Nevada	17	2,230
Arkansas	9	1,165	New Hampshire	9	1,148
California	268	35,560	New Jersey	44	5,837
Colorado	41	6,215	New Mexico	10	1,185
Connecticut	20	2,672	New York	71	9,747
Delaware	3	440	North Carolina	49	6,496
District of Columbia	1	179	North Dakota	4	554
Florida	123	17,311	Ohio	63	7,902
Georgia	52	7,099	Oklahoma	16	2,285
Hawaii	4	695	Oregon	19	2,280
Idaho	6	664	Pennsylvania	65	8,549
Illinois	88	12,159	Rhode Island	4	517
Indiana	32	4,271	South Carolina	19	2,359
Iowa	21	2,925	South Dakota	5	580
Kansas	18	2,473	Tennessee	31	3,990
Kentucky	14	1,660	Texas	148	20,872
Louisiana	16	2,246	Utah	13	1,953
Maine	5	630	Vermont	—	—
Maryland	38	4,938	Virginia	57	7,650
Massachusetts	37	4,869	Washington	37	4,328
Michigan	56	6,725	West Virginia	6	755
Minnesota	75	10,708	Wisconsin	39	4,773
Mississippi	6	743	Wyoming	2	187
Missouri	36	4,736
			Total	1,790	239,963



U.S. Stores and Distribution Centers at January 31, 2015	Stores	Distribution Centers ^(a)
Owned	1,536	33
Leased	99	5
Owned buildings on leased land	155	—
Total	1,790	38

(a) The 38 distribution centers have a total of 50,185 thousand square feet.

We own our corporate headquarters buildings located in and around Minneapolis, Minnesota, and we lease and own additional office space in Minneapolis and elsewhere in the United States. We also lease office space in 14 countries for various support functions. Our properties are in good condition, well maintained, and suitable to carry on our business.

For additional information on our properties, see the Capital Expenditures section in MD&A and Notes 12 and 20 of the Financial Statements.

Item 3. Legal Proceedings

On January 15, 2015, Target Canada Co. and certain other wholly owned subsidiaries of Target (collectively Canada Subsidiaries), filed for protection under the Companies’ Creditors Arrangement Act with the Ontario Superior Court of

Justice in Toronto (the Court). The Canada Subsidiaries comprise substantially all of our Canadian operations and our Canadian Segment. The Canada Subsidiaries have commenced an orderly liquidation process and expect that stores in Canada will remain open during the liquidation. To assist with the exit plan, the Court approved the appointment of a monitor and certain other financial advisors. See Item 7, MD&A and Note 6 of the Financial Statements for more information.

For a description of other legal proceedings, including a discussion of litigation and government inquiries related to the Data Breach, see MD&A and Note 17 of the Financial Statements.

Item 4. Mine Safety Disclosures

Not applicable.

Item 4A. Executive Officers

Executive officers are elected by, and serve at the pleasure of, the Board of Directors. There are no family relationships between any of the officers named and any other executive officer or member of the Board of Directors, or any arrangement or understanding pursuant to which any person was selected as an officer.



Name	Title and Business Experience	Age
Timothy R. Baer	Executive Vice President, Chief Legal Officer and Corporate Secretary since March 2007.	54
Casey L. Carl	Chief Strategy and Innovation Officer since December 2014. President, Omnichannel and Senior Vice President, Enterprise Strategy from July 2014 to December 2014. President, Multichannel, from November 2011 to July 2014. From July 2008 to November 2011, Mr. Carl held several leadership positions with Target in Merchandising.	39
Brian C. Cornell	Chairman of the Board and Chief Executive Officer since August 2014. Chief Executive Officer of PepsiCo Americas Foods, a division of PepsiCo, Inc., a multinational food and beverage corporation, from March 2012 to July 2014. Chief Executive Officer and President of Sam's Club, a division of Wal-Mart Stores, Inc., a discount retailer, and Executive Vice President of Wal-Mart Stores, Inc. from April 2009 to January 2012.	56
Jeffrey J. Jones II	Executive Vice President and Chief Marketing Officer since April 2012. Partner and President of McKinney Ventures LLC, an advertising agency, from March 2006 to March 2012.	47
Jodeen A. Kozlak	Executive Vice President and Chief Human Resources Officer since March 2007.	51
John J. Mulligan	Executive Vice President and Chief Financial Officer since April 2012. Interim Chief Executive Officer from May 2014 to August 2014. Senior Vice President, Treasury, Accounting and Operations from February 2010 to March 2012. Vice President, Pay and Benefits from February 2007 to February 2010.	49
Jacqueline Hourigan Rice	Senior Vice President, Chief Risk and Compliance Officer since December 2014. Chief Compliance Officer of General Motors Company, a vehicle manufacturer, from March 2013 to November 2014. Executive Director, Global Ethics & Compliance of General Motors Company from January 2010 to February 2013.	43
Tina M. Tyler	Executive Vice President and Chief Stores Officer since January 2011. Senior Vice President, New Business Development from February 2010 to January 2011. Senior Vice President, Stores from February 2001 to February 2010.	49
Kathryn A. Tesija	Executive Vice President and Chief Merchandising and Supply Chain Officer since October 2012. Executive Vice President, Merchandising from May 2008 to September 2012.	52
Laysha L. Ward	Executive Vice President and Chief Corporate Social Responsibility Officer since December 2014. President, Community Relations and Target Foundation from July 2008 to December 2014.	47

PART II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the New York Stock Exchange under the symbol "TGT." We are authorized to issue up to 6,000,000,000 shares of common stock, par value $0.0833, and up to 5,000,000 shares of preferred stock, par value $0.01. At March 6, 2015 , there were 15,733 shareholders of record. Dividends declared per share and the high and low closing common stock price for each fiscal quarter during 2014 and 2013 are disclosed in Note 30 of the Financial Statements.

In January 2012, our Board of Directors authorized the repurchase of $5 billion of our common stock, with no stated expiration for the share repurchase program. We have repurchased 49.9 million shares of our common stock under this program for a total cash investment of $3.1 billion ( $62.85 average price per share).

The table below presents our purchases of Target common stock during the three months ended January 31, 2015 , as defined in Rule 10b-18(a)(3) under the Exchange Act.



Period	Total Number of Shares Purchased ^(a)(b)	Average Price Paid per Share ^(a)(b)		Total Number of Shares Purchased as Part of the Current Program ^(a)	Dollar Value of Shares that May Yet Be Purchased Under the Program
November 2, 2014 through November 29, 2014	129,608	$	51.09	49,877,874	$	1,864,685,654
November 30, 2014 through January 3, 2015	37,337	48.88		49,915,211	1,862,860,655
January 4, 2015 through January 31, 2015	—	—		49,915,211	1,862,860,655
	166,945	$	50.59	49,915,211	$	1,862,860,655

^(a)

The table above includes shares reacquired upon settlement of prepaid forward contracts. At January 31, 2015 , we held asset positions in prepaid forward contracts for 0.5 million shares of our common stock, for a total cash investment of $21.5 million, or an average per share price of $41.13. 0.2 million shares were reacquired under such contracts during the fourth quarter. Refer to Notes 23 and 25 of the Financial Statements for further details of these contracts.

^(b)

The number of shares above includes shares of common stock reacquired from team members who tendered owned shares to i) satisfy the tax withholding on equity awards as part of our long-term incentive plans or ii) satisfy the exercise price on stock option exercises. For the three months ended January 31, 2015 , 14,423 shares were reacquired at an weighted average per share price of $68.73 pursuant to our long-term incentive plan.



	Fiscal Years Ended
	January 30, 2010		January 29, 2011		January 28, 2012		February 2, 2013		February 1, 2014		January 31, 2015
Target	$	100.00	$	107.69	$	101.31	$	126.61	$	120.09	$	161.07
S&P 500 Index	100.00		121.26		127.72		150.20		180.70		206.41
Previous Peer Group	100.00		114.99		127.86		161.32		194.44		243.04
Peer Group	100.00		114.34		127.28		162.13		196.95		244.19

The graph above compares the cumulative total shareholder return on our common stock for the last five fiscal years with (i) the cumulative total return on the S&P 500 Index, (ii) the peer group used in previous filings consisting of 14 online, general merchandise, department store, food and specialty retailers, which are large and meaningful competitors (Amazon.com, Best Buy, Costco, CVS Caremark, Home Depot, J. C. Penney, Kohl's, Kroger, Lowe's, Macy's, Safeway, Sears, Walgreens and Walmart) (Previous Peer Group), and (iii) a new peer group consisting of the companies in the Previous Peer Group excluding J.C. Penney with the addition of Dollar General, The Gap, Publix, Rite Aid, Staples, and TJX (Current Peer Group). The change in peer groups was made to be consistent with the retail peer group used for our definitive Proxy Statement to be filed on or about April 27, 2015.

The peer group is weighted by the market capitalization of each component company. The graph assumes the investment of $100 in Target common stock, the S&P 500 Index and the Peer Group on January 30, 2010, and reinvestment of all dividends.

Item 6. Selected Financial Data



	As of or for the Fiscal Year Ended
(millions, except per share data)	2014			2013			2012 ^(a)			2011			2010		2009
Total revenues ^(b)	$	72,618		$	71,279		$	73,301		$	69,865		$	67,390	$	65,357
Net (Loss)/Earnings
Continuing operations	2,449			2,694			3,315			3,049			2,920		2,488
Discontinued operations	(4,085		)	(723		)	(316		)	(120		)	—		—
Net (loss)/earnings	(1,636		)	1,971			2,999			2,929			2,920		2,488
Basic (Loss)/Earnings Per Share
Continuing operations	3.86			4.24			5.05			4.49			4.03		3.31
Discontinued operations	(6.44		)	(1.14		)	(0.48		)	(0.18		)	—		—
Basic (loss)/earnings per share	(2.58		)	3.10			4.57			4.31			4.03		3.31
Diluted (Loss)/Earnings Per Share
Continuing operations	3.83			4.20			5.00			4.46			4.00		3.30
Discontinued operations	(6.38		)	(1.13		)	(0.48		)	(0.18		)	—		—
Diluted (loss)/earnings per share	(2.56		)	3.07			4.52			4.28			4.00		3.30
Cash dividends declared per share	1.99			1.65			1.38			1.15			0.92		0.67

Total assets	41,404			44,553			48,163			46,630			43,705		44,533
Long-term debt, including current portion	12,796			12,572			16,359			16,225			15,726		16,814

Note: This information should be read in conjunction with MD&A and the Financial Statements.


^(a)	Consisted of 53 weeks.


^(b)	For 2014 and 2013, total revenues include sales generated by our retail operations. For 2012 and prior, total revenues include sales generated by our retail operations and credit card revenues.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

Fiscal 2014 included the following notable items:


•	GAAP earnings per share were $(2.56) , including dilution of $(6.38) related to discontinued operations.


•	Adjusted earnings per share from continuing operations were $4.27 .


•	Comparable sales grew 1.3 percent. Digital channel sales growth of more than 30 percent contributed 0.7 percentage points to 2014 comparable sales growth.


•	We paid dividends of $1,205 million in 2014, an increase of 19.8 percent above 2013.

Sales from continuing operations were $72,618 million for 2014 , an increase of $1,339 million or 1.9 percent from the prior year. Earnings from continuing operations before interest expense and income taxes in 2014 decreased by $636 million or 12.3 percent from 2013 to $4,535 million . Cash flow provided by continuing operations was $5,131 million , $7,519 million , and $5,568 million for 2014 , 2013 , and 2012 , respectively. In connection with the sale of our U.S. credit card receivables, we received cash of $5.7 billion during 2013. Of this amount, $2.7 billion is included in operating cash flow provided by continuing operations and $3.0 billion is included in investing cash flow provided by continuing operations.



Earnings Per Share From Continuing Operations								Percent Change
Earnings Per Share From Continuing Operations	2014		2013		2012 ^(a)			2014/2013		2013/2012
GAAP diluted earnings per share	$	3.83	$	4.20	$	5.00		(8.8	)%	(16.1	)%
Adjustments	0.44		0.18		(0.23		)
Adjusted diluted earnings per share	$	4.27	$	4.38	$	4.76		(2.6	)%	(7.9	)%

Note: Adjusted diluted earnings per share from continuing operations (Adjusted EPS), a non-GAAP metric, excludes the impact of certain matters not related to our routine retail operations and the impact of our discontinued Canadian operations. Management believes that Adjusted EPS is meaningful to provide period-to-period comparisons of our operating results. A reconciliation of non-GAAP financial measures to GAAP measures is provided on page 21.


^(a)	Consisted of 53 weeks.

Canada Exit

On January 14, 2015, following a comprehensive assessment of Canadian operations, our Board of Directors approved a plan to discontinue operating stores in Canada. As a result of this decision, on January 15, 2015, Target Canada Co. and certain other wholly owned subsidiaries of Target (collectively Canada Subsidiaries), filed for protection (the Filing) under the Companies' Creditors Arrangement Act (CCAA) with the Ontario Superior Court of Justice in Toronto (the Court). The Canada Subsidiaries comprise substantially all of our Canadian operations and our Canadian Segment. The Canada Subsidiaries have commenced an orderly liquidation process and stores in Canada will remain open during the liquidation. To assist with the exit plan, the Court approved the appointment of a monitor and certain other financial advisors.

As a result of the Filing, we no longer have a controlling interest in the Canada Subsidiaries. For this reason, we deconsolidated the Canada Subsidiaries effective January 15, 2015, resulting in a pretax impairment loss on deconsolidation and other charges, collectively totaling $5.1 billion . The pretax loss on deconsolidation includes the derecognition of the carrying amounts of the Canada Subsidiaries' assets, liabilities and accumulated other comprehensive loss and the recording of our remaining interests at fair value.

Subsequent to deconsolidation, we will use the cost method to account for our equity investment in the Canada Subsidiaries, which has been reflected as zero in our Consolidated Statement of Financial Position at January 31, 2015 based on the estimated fair value of the Canada Subsidiaries' net assets. Loans to and accounts receivable from the Canada Subsidiaries are recorded at an estimated fair value of $326 million . Our ultimate cash recovery on these claims is subject to the final liquidation value of the Canada Subsidiaries and could vary materially from our estimates.

Our Canada exit represents a strategic shift in our business. For this reason, our Canadian Segment results for all periods prior to the January 15, 2015 deconsolidation and costs to exit are classified as discontinued operations.

We have recognized a tax benefit of $1.6 billion in discontinued operations, which primarily relates to the loss on our investment in Canada and includes other tax benefits resulting from certain asset write-offs and liabilities paid or accrued to facilitate the liquidation. We have realized the majority of these tax benefits in the first quarter of 2015 and expect to realize substantially all of the remainder in 2015.

The recorded expenses include an accrual for the estimated probable loss related to claims that may be asserted against us, primarily under guarantees in certain leases. Our probable loss estimate is based on the expectation that claims will be asserted against us and negotiated settlements will be reached, and not on any determination that it is probable we would be found liable were these claims to be litigated. Given the early stage of our exit and the Filing, our estimates involve significant judgment and are based on currently available information, an assessment of the validity of certain claims and estimated payments by the Canada Subsidiaries. We are not able to reasonably estimate a range of possible losses in excess of the year-end accrual because there are significant factual and legal issues to be resolved. We believe that it is reasonably possible that future changes to our estimates of loss and the ultimate amount paid on these claims could be material to our results of operations in future periods. Any such losses would be recorded in discontinued operations.

We expect to incur severance, legal and professional services expenses associated with our Canadian exit. We will recognize these expenses within discontinued operations as services are received and liabilities are incurred. We currently cannot predict the timing of such expenses and associated cash disbursements; however, we do not expect these amounts to be material to our results in future periods.

See Note 6 of the Financial Statements for further information regarding our Canada exit.

Data Breach

In the fourth quarter of 2013, we experienced a data breach in which an intruder stole certain payment card and other guest information from our network (the Data Breach). In 2014, we recorded $191 million of pretax Data Breach-related expenses and $46 million of expected insurance proceeds, for net expenses of $145 million. These expenses were included in our Consolidated Statements of Operations as Selling, General and Administrative Expenses (SG&A), but were not part of segment SG&A. Along with legal and other professional services, these expenses include an accrual for estimated probable losses for what we believe to be the vast majority of actual and potential breach-related claims, including claims by the payment card networks. Our probable loss estimate is based on the expectation of reaching negotiated settlements, and not on any determination that it is probable we would be found liable for the losses we have accrued were these claims to be litigated.

As of January 31, 2015 we have incurred $252 million of cumulative Data Breach-related expenses, partially offset by $90 million of expected insurance recoveries, for net cumulative expenses of $162 million.

For more information about the Data Breach, see Note 17 of the Financial Statements.

Analysis of Results of Operations

Segment Results



							Percent Change
(dollars in millions)	2014		2013		2012 ^(a)		2014/2013		2013/2012
Sales	$	72,618	$	71,279	$	71,960	1.9	%	(0.9	)%
Cost of sales	51,278		50,039		50,568		2.5		(1.0	)
Gross margin	21,340		21,240		21,392		0.5		(0.7	)
SG&A expenses ^(b)	14,450		14,285		13,759		1.2		3.8
EBITDA	6,890		6,955		7,633		(0.9	)	(8.9	)
Depreciation and amortization	2,129		1,996		2,044		6.7		(2.4	)
EBIT	$	4,761	$	4,959	$	5,589	(4.0	)%	(11.3	)%

Note: Effective January 15, 2015, we operate as a single segment which includes all of our continuing operations, excluding net interest expense, data breach related costs and certain other expenses which are discretely managed. Our segment operations are designed to enable guests to purchase products seamlessly in stores, online or through mobile devices. See Note 28 of our Financial Statements for a reconciliation of our segment results to earnings before income taxes.


^(a)	Consisted of 53 weeks.


^(b)	SG&A includes credit card revenues and expenses for all periods presented prior to the March 2013 sale of our U.S. consumer credit card portfolio to TD. For 2014 and 2013, SG&A also includes $682 million and $653 million, respectively, of profit-sharing income from the arrangement with TD.



Rate Analysis	2014		2013		2012 ^(a)
Gross margin rate	29.4	%	29.8	%	29.7	%
SG&A expense rate	19.9		20.0		19.1
EBITDA margin rate	9.5		9.8		10.6
Depreciation and amortization expense rate	2.9		2.8		2.8
EBIT margin rate	6.6		7.0		7.8

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


^(a)	Consisted of 53 weeks.

Sales

Sales include merchandise sales, net of expected returns, and gift card breakage. Refer to Note 2 of the Financial Statements for a definition of gift card breakage. The increase in 2014 sales reflects a 1.3 percent increase in comparable sales and the contribution from new stores. The sales decline in 2013 reflected the impact of an additional week in 2012 and a decline in comparable sales, partially offset by the contribution from new stores. Inflation did not materially affect sales in any period presented.

Comparable sales is a measure that highlights the performance of our existing stores and digital channel sales by measuring the change in sales for a period over the comparable, prior-year period of equivalent length. Comparable sales include all sales from stores open at least 13 months. Digital channel sales include all sales initiated through mobile applications and our conventional websites, including those of acquired entities from the date of acquisition, and may be fulfilled through our distribution centers or our stores. Comparable sales measures vary across the retail industry. As a result, our comparable sales calculation is not necessarily comparable to similarly titled measures reported by other companies.



Comparable Sales	2014		2013		2012
Comparable sales change	1.3	%	(0.4	)%	2.7	%
Drivers of change in comparable sales:
Number of transactions	(0.2	)%	(2.7	)%	0.5	%
Average transaction amount	1.5	%	2.3	%	2.3	%
Selling price per unit	3.2	%	1.6	%	1.3	%
Units per transaction	(1.6	)%	0.7	%	1.0	%



Contribution to Comparable Sales Change	2014		2013		2012
Stores channel comparable sales change	0.7	%	(0.7	)%	2.6	%
Digital channel contribution to comparable sales change	0.7		0.3		0.1
Total comparable sales change	1.3	%	(0.4	)%	2.7	%

Note: Amounts may not foot due to rounding .



Sales by Product Category	Percentage of Sales
	2014		2013		2012
Household essentials ^(a)	25	%	25	%	25	%
Hardlines ^(b)	18		18		18
Apparel and accessories ^(c)	19		19		19
Food and pet supplies ^(d)	21		21		20
Home furnishings and décor ^(e)	17		17		18
Total	100	%	100	%	100	%


^(a)	Includes pharmacy, beauty, personal care, baby care, cleaning and paper products.


^(b)	Includes electronics (including video game hardware and software), music, movies, books, computer software, sporting goods and toys.


^(c)	Includes apparel for women, men, boys, girls, toddlers, infants and newborns, as well as intimate apparel, jewelry, accessories and shoes.


^(d)	Includes dry grocery, dairy, frozen food, beverages, candy, snacks, deli, bakery, meat, produce and pet supplies.


^(e)	Includes furniture, lighting, kitchenware, small appliances, home décor, bed and bath, home improvement, automotive and seasonal merchandise such as patio furniture and holiday décor.

Further analysis of sales metrics is infeasible due to 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.

TD offers credit to qualified guests through Target-branded credit cards: the Target Credit Card and the Target Visa 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 and free shipping when they use a REDcard at Target. We monitor the percentage of sales that are paid for using REDcards (REDcard Penetration) because our internal analysis has indicated that a meaningful portion of incremental purchases on our REDcards are also incremental sales for Target.



REDcard Penetration	2014		2013		2012
Target Credit Cards	9.7	%	9.3	%	7.9	%
Target Debit Card	11.2		9.9		5.7
Total REDcard Penetration	20.9	%	19.3	%	13.6	%

Note: The sum of Target Credit Cards and Target Debit Card penetration may not equal Total REDcard Penetration due to rounding.

Gross Margin Rate

Our gross margin rate was 29.4 percent in 2014 , 29.8 percent in 2013 , and 29.7 percent in 2012 . The 2014 decrease is primarily due to promotional activity.

The 2013 increase was primarily the result of a change in vendor contracts regarding payments received in support of marketing programs resulting in more vendor consideration being recognized as a reduction of our cost of sales rather than a reduction of SG&A. Increases to the rate were offset by our integrated growth strategies of our 5 percent REDcard Rewards loyalty program and our store remodel program.

Selling, General and Administrative Expense Rate

Our SG&A expense rate was 19.9 percent in 2014, 20.0 percent in 2013, and 19.1 percent in 2012. The decrease in 2014 primarily related to company-wide expense optimization efforts, partially offset by investments in technology and other initiatives, none of which were individually significant.

The increase in 2013 resulted from a smaller contribution from our credit card portfolio, investments in technology and supply chain in support of multichannel initiatives, changes in merchandise vendor contracts described above, and other increases. Increases were partially offset by the benefit from our company-wide expense optimization efforts and favorable incentive compensation and store hourly payroll.

Store Data



Change in Number of Stores	2014		2013
Beginning store count	1,793		1,778
Opened	16		19
Closed	(19	)	(4	)
Relocated	—		—
Ending store count	1,790		1,793
Number of stores remodeled during the year	39		100



Number of Stores and Retail Square Feet	Number of Stores		Retail Square Feet ^(a)
Number of Stores and Retail Square Feet	January 31, 2015	February 1, 2014	January 31, 2015	February 1, 2014
Expanded food assortment stores	1,292	1,245	167,026	160,891
SuperTarget stores	249	251	44,151	44,500
Target general merchandise stores	240	289	27,945	33,843
CityTarget stores	8	8	820	820
TargetExpress	1	—	21	—
Total	1,790	1,793	239,963	240,054


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

Other Performance Factors

Other Selling, General and Administrative Expenses

In addition to segment selling, general and administrative expenses, we recorded certain other expenses during 2014 and 2013. For 2014, these expenses included $145 million of net Data Breach-related costs, $16 million of impairments related to undeveloped U.S. land and $13 million of costs related to previously announced plans to convert existing co-branded REDcards to MasterCard co-branded chip-and-PIN cards in 2015 to support the accelerated transition to chip-and-PIN-enabled REDcards. For 2013, these expenses included a $23 million workforce-reduction charge primarily related to severance and benefits costs, a $22 million charge related to part-time team member health benefit changes, $19 million in impairment charges related to undeveloped U.S. land, and $17 million of net Data Breach-related costs. Additional information about these items is provided within the Reconciliation of Non-GAAP Financial Measures to GAAP Measures on page 21.

Net Interest Expense

Net interest expense from continuing operations was $882 million , $1,049 million , and $684 million for 2014 , 2013 , and 2012 , respectively. Net interest expense for 2014 and 2013 included a loss on early retirement of debt of $285 million and $445 million, respectively.

Provision for Income Taxes

Our effective income tax rate from continuing operations decreased to 33.0 percent in 2014 , from 34.6 percent in 2013 , driven primarily by the net tax effect of our global sourcing operations and the favorable resolution of various income tax matters. The resolution of various income tax matters reduced tax expense by $35 million and $16 million in 2014 and 2013 , respectively. A tax rate reconciliation is provided in Note 21 to our Consolidated Financial Statements.

Our effective income tax rate from continuing operations increased to 34.6 percent in 2013 , from 34.4 percent in 2012 , driven by a lower year-over-year benefit from the favorable resolution of various income tax matters. The resolution of various income tax matters reduced tax expense by $16 million and $58 million in 2013 and 2012, respectively.

Reconciliation of Non-GAAP Financial Measures to GAAP Measures

To provide additional transparency, we have disclosed non-GAAP adjusted diluted earnings per share from continuing operations (Adjusted EPS). This metric excludes the impact of the 2013 sale of our U.S. consumer credit card receivables portfolio, losses on early retirement of debt, net expenses related to the 2013 data breach and other matters presented below. We believe this information is useful in providing period-to-period comparisons of the results of our continuing operations. This measure is not in accordance with, or an alternative to, generally accepted accounting principles in the United States. The most comparable GAAP measure is diluted earnings per share from continuing operations. Adjusted EPS from continuing operations 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 from continuing operations differently than we do, limiting the usefulness of the measure for comparisons with other companies. Prior year amounts have been revised to present Adjusted EPS on a continuing operations basis.



	2014								2013									2012
(millions, except per share data)	Pretax		Net of Tax			Per Share Amounts			Pretax			Net of Tax			Per Share Amounts			Pretax			Net of Tax			Per Share Amounts
GAAP diluted earnings per share from continuing operations						$	3.83								$	4.20								$	5.00
Adjustments
Loss on early retirement of debt	$	285	$	173		$	0.27		$	445		$	270		$	0.42		$	—		$	—		$	—
Data Breach-related costs, net of insurance receivable ^(a)	145		94			0.15			17			11			0.02			—			—			—
Reduction of beneficial interest asset ^(b)	53		32			0.05			98			61			0.09			—			—			—
Other ^(c)	29		18			0.03			64			40			0.06			—			—			—
Gain on receivables transaction ^(b)	—		—			—			(391		)	(247		)	(0.38		)	(152		)	(97		)	(0.15		)
Resolution of income tax matters	—		(35		)	(0.06		)	—			(16		)	(0.03		)	—			(58		)	(0.09		)
Adjusted diluted earnings per share from continuing operations						$	4.27								$	4.38								$	4.76

Note: The sum of the non-GAAP adjustments may not equal the total adjustment amounts due to rounding.


^(a)	Refer to Note 17 of the Financial Statements.


^(b)	Refer to Note 7 of the Financial Statements.

^(c)

2014 includes impairments of $16 million related to undeveloped land in the U.S. and $13 million of expense related to converting co-branded card program to MasterCard. 2013 includes a $23 million workforce-reduction charge primarily related to severance and benefits costs, a $22 million charge related to part-time team member health benefit changes, and $19 million in impairment charges related to certain parcels of undeveloped land.

Analysis of Financial Condition

Liquidity and Capital Resources

Our period-end cash and cash equivalents balance was $2,210 million , compared with $670 million in 2013 . Short-term investments of $1,520 million and $3 million were included in cash and cash equivalents at the end of 2014 and 2013 , respectively. Our investment policy is designed to preserve principal and liquidity of our short-term investments. This policy allows investments in large money market funds or in highly rated direct short-term instruments that mature in 60 days or less. We also place dollar limits on our investments in individual funds or instruments.

Cash Flows

Our 2014 operations were funded by both internally and externally generated funds. Operating cash flow provided by continuing operations was $5,131 million in 2014 compared with $7,519 million in 2013. Net cash flow provided by continuing operations for 2013 includes $5.7 billion of cash received in connection with the sale of our U.S. consumer credit card receivables, of which $2.7 billion is included in operating cash flow provided by continuing operations and $3.0 billion is included in investing cash flow provided by continuing operations. In June 2014, we issued $1 billion of unsecured debt that matures in June 2019 and $1 billion of unsecured debt that matures in July 2024. Combined with our prior year-end cash position, these cash flows allowed us to repurchase $725 million of debt at a market value of $1 billion, pay current debt maturities, invest in the business and pay dividends.

Year-end inventory levels increased from $8,278 million in 2013 to $8,790 million in 2014 . Accounts payable increased by $424 million , or 5.8 percent over the same period.

Share Repurchases

In January 2012, we began repurchasing shares under a $5 billion program authorized by our Board of Directors. Since the second quarter of 2013, we have not repurchased any shares on the open market. However, as described in Note 23 of the Financial Statements, we reacquired 0.8 million shares during 2014 upon the noncash settlement of prepaid forward contracts related to nonqualified deferred compensation plans. During the first half of 2013 , we repurchased 21.9 million shares of our common stock for a total investment of $1,474 million ( $67.41 per share).

Dividends

We paid dividends totaling $1,205 million in 2014 and $1,006 million in 2013 , an increase of 19.8 percent. We declared dividends totaling $1,271 million ($1.99 per share) in 2014 , a per share increase of 20.6 percent over 2013 . We declared dividends totaling $1,051 million ($1.65 per share) in 2013 , a per share increase of 19.6 percent over 2012 . We have paid dividends every quarter since our 1967 initial public offering, and it is our intent to continue to do so in the future.

Short-term and Long-term Financing

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. Our ability to access the long-term debt and commercial paper 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 debt ratings. As of January 31, 2015 , 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 ratings will remain the same as described above. Standard and Poor's lowered our long-term debt rating from A+ to A during 2014, but maintained our A-1 commercial paper rating.

As a measure of our financial condition, we monitor our ratio of earnings from continuing operations to fixed charges, which represents the ratio of pretax earnings from continuing operations before fixed charges to fixed charges. Fixed charges include interest expense and the interest portion of rent expense. Our ratio of earnings to fixed charges was 6.02 x in 2014 , 6.48x in 2013 and 7.10x in 2012. See Exhibit (12) for a description of how the gain on sale of our U.S. credit card receivable portfolio and loss on early retirement of debt affected the 2014, 2013 and 2012 calculations.

In 2014 and 2013, we funded our peak sales season working capital needs through internally generated funds and the issuance of commercial paper.



Commercial Paper
(dollars in millions)	2014			2013			2012
Maximum daily amount outstanding during the year	$	590		$	1,465		$	970
Average amount outstanding during the year	129			408			120
Amount outstanding at year-end	—			80			970
Weighted average interest rate	0.11		%	0.13		%	0.16		%

We have additional liquidity through a committed $2.25 billion revolving credit facility that expires in October 2018. No balances were outstanding at any time during 2014 or 2013 under this facility.

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 January 31, 2015 , 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, fund obligations incurred as a result of our exit from Canada, fund obligations incurred as a result of the Data Breach and any related future technology enhancements, pay dividends and execute purchases under our share repurchase program for the foreseeable future. We believe that our exit from Canada will increase our after-tax cash flows beginning in 2015. We continue to anticipate ample access to commercial paper and long-term financing.

Capital Expenditures



Capital Expenditures	2014		2013		2012
(millions)	2014		2013		2012
Information technology, distribution and other	$	1,306	$	1,069	$	982
New stores	381		536		673
Store remodels and expansions	99		281		690
Total	$	1,786	$	1,886	$	2,345

Capital expenditures decreased in 2014 from the prior year due to fewer remodels and new stores, partially offset by technology investments to support of our omnichannel efforts and security enhancements. Capital expenditures decreased in 2013 from the prior year due to fewer remodels and new stores. We expect approximately $2.1 billion of capital expenditures in 2015, reflecting our focus on becoming a leading omnichannel retailer through investments in technology and supply chain, elevating signature categories and opening new stores, including urban formats.

Capital expenditures related to our discontinued Canadian operations were $228 million, $1,567 million and $932 million for 2014, 2013 and 2012, respectively.

Commitments and Contingencies



Contractual Obligations as of	Payments Due by Period
January 31, 2015			Less than		1-3		3-5		After 5
(millions)	Total		1 Year		Years		Years		Years
Recorded contractual obligations:
Long-term debt ^(a)	$	11,982	$	27	$	3,002	$	1,203	$	7,750
Capital lease obligations ^(b)	1,403		123		152		109		1,019
Deferred compensation ^(c)	541		47		103		115		276
Real estate liabilities ^(d)	39		39		—		—		—
Tax contingencies ^(e)	—		—		—		—		—
Loss contingencies ^(f)	—		—		—		—		—
Unrecorded contractual obligations:
Interest payments – long-term debt	7,309		592		1,088		809		4,820
Operating leases ^(b)	3,827		186		348		319		2,974
Purchase obligations ^(g)	2,411		695		855		697		164
Real estate obligations ^(h)	204		167		6		31		—
Future contributions to retirement plans ⁽ⁱ⁾	—		—		—		—		—
Contractual obligations	$	27,716	$	1,876	$	5,554	$	3,283	$	17,003


^(a)	Represents principal payments only, and excludes any fair market value adjustments recorded in long-term debt under derivative and hedge accounting rules. See Note 18 of the Financial Statements for further information.


^(b)	These payments also include $59 million and $67 million of legally binding minimum lease payments for stores that are expected to open in 2015 or later for capital and operating leases, respectively. Capital lease obligations include interest. See Note 20 of the Financial Statements for further information.


^(c)	Deferred compensation obligations include commitments related to our nonqualified deferred compensation plans. The timing of deferred compensation payouts is estimated based on payments currently made to former employees and retirees, forecasted investment returns, and the projected timing of future retirements.


^(d)	Real estate liabilities include costs incurred but not paid related to the construction or remodeling of real estate and facilities.


^(e)	Estimated tax contingencies of $195 million, including interest and penalties, are not included in the table above because we are not able to make reasonably reliable estimates of the period of cash settlement. See Note 21 of the Financial Statements for further information.


^(f)	Estimated loss contingencies, including those related to the Canada Exit and the Data Breach, are not included in the table above because we are not able to make reasonably reliable estimates of the period of cash settlement. See Note 6 and Note 17 of the Financial Statements for further information.

^(g)

Purchase obligations include all legally binding contracts such as firm minimum commitments for inventory purchases, merchandise royalties, equipment purchases, marketing-related contracts, software acquisition/license commitments and service contracts. We issue inventory purchase orders in the normal course of business, which represent authorizations to purchase that are cancelable by their terms. We do not consider purchase orders to be firm inventory commitments; therefore, they are excluded from the table above. If we choose to cancel a purchase order, we may be obligated to reimburse the vendor for unrecoverable outlays incurred prior to cancellation. We also issue trade letters of credit in the ordinary course of business, which are excluded from this table as these obligations are conditioned on terms of the letter of credit being met.


^(h)	Real estate obligations include commitments for the purchase, construction or remodeling of real estate and facilities.

⁽ⁱ⁾

We have not included obligations under our pension and postretirement health care benefit plans in the contractual obligations table above because no additional amounts are required to be funded as of January 31, 2015 . Our historical practice regarding these plans has been to contribute amounts necessary to satisfy minimum pension funding requirements, plus periodic discretionary amounts determined to be appropriate.

Off Balance Sheet Arrangements: Other than the unrecorded contractual obligations noted above, we do not have any arrangements or relationships with entities that are not consolidated into the financial statements.

Critical Accounting Estimates

Our analysis of operations and financial condition is based on our consolidated financial statements prepared in accordance with GAAP. Preparation of these consolidated financial statements requires us to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the consolidated financial statements, reported amounts of revenues and expenses during the reporting period and related disclosures of contingent assets and liabilities. In the Notes to Consolidated Financial Statements, we describe the significant accounting policies used in preparing the consolidated financial statements. Our estimates are evaluated on an ongoing basis and are drawn from historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual

results could differ under other assumptions or conditions. However, except as discussed below regarding Canada Exit and Data Breach-related costs, we do not believe there is a reasonable likelihood that there will be a material change in future estimates or assumptions. Our senior management has discussed the development and selection of our critical accounting estimates with the Audit Committee of our Board of Directors. The following items in our consolidated financial statements require significant estimation or judgment:

Inventory and cost of sales: We use the retail inventory method to account for the majority of our inventory and the related cost of sales. Under this method, inventory is stated at cost using the last-in, first-out (LIFO) method as determined by applying a cost-to-retail ratio to each merchandise grouping's ending retail value. The cost of our inventory includes the amount we pay to our suppliers to acquire inventory, freight costs incurred in connection with the delivery of product to our distribution centers and stores, and import costs, reduced by vendor income and cash discounts. The majority of our distribution center operating costs, including compensation and benefits, are expensed to cost of sales in the period incurred. Since inventory value is adjusted regularly to reflect market conditions, our inventory methodology reflects the lower of cost or market. We reduce inventory for estimated losses related to shrink and markdowns. Our shrink estimate is based on historical losses verified by physical inventory counts. Historically, our actual physical inventory count results have shown our estimates to be reliable. Markdowns designated for clearance activity are recorded when the salability of the merchandise has diminished. Inventory is at risk of obsolescence if economic conditions change, including changing consumer demand, guest preferences, changing consumer credit markets or increasing competition. We believe these risks are largely mitigated because our inventory typically turns in less than three months. Inventory was $8,790 million and $8,278 million at January 31, 2015 and February 1, 2014 , respectively, and is further described in Note 10 of the Financial Statements.

Vendor income receivable: Cost of sales and SG&A expenses are partially offset by various forms of consideration received from our vendors (Vendor Income). Vendor Income is earned for a variety of programs, such as volume rebates, markdown allowances, promotions, advertising allowances and compliance programs. We establish a receivable for Vendor Income that is earned but not yet received. Based on the agreements in place, this receivable is computed by estimating when we have completed our performance and when the amount is earned. The majority of year-end Vendor Income receivables are collected within the following fiscal quarter, and we do not believe there is a reasonable likelihood that the assumptions used in our estimate will change significantly. Historically, adjustments to our Vendor Income receivable have not been material. Vendor Income receivable was $493 million and $536 million at January 31, 2015 and February 1, 2014 , respectively, and is described further in Note 4 of the Financial Statements.

Long-lived assets: Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows independent of other assets. An impairment loss would be recognized when estimated undiscounted future cash flows from the operation and/or disposition of the assets are less than their carrying amount. Measurement of an impairment loss would be based on the excess of the carrying amount of the asset group over its fair value. Fair value is measured using discounted cash flows or independent opinions of value, as appropriate. We recorded impairments of $124 million , $77 million , and $37 million in 2014, 2013, and 2012, respectively, which are described further in Note 12. As of January 31, 2015 , a 10 percent decrease in the fair value of assets we intend to sell or close would result in additional impairment of $5 million in 2014. Historically, we have not realized material losses upon sale of long-lived assets.

Investments in and receivables from Canada Subsidiaries: We determined the fair value and recoverability of our Canadian investments by comparing the estimated fair value of the underlying assets of the Canada Subsidiaries to estimated liabilities at the time of the Filing. We estimated the fair value of the major asset classes using estimated selling price less cost to sell, the income approach based on estimated market rents and capitalization rates, and discounted cash flow analysis of the differential between estimated market rent and contractual rent payments, as appropriate. We also applied an estimated liquidation discount to reflect the CCAA filing.

Outstanding liabilities include accounts payable and other liabilities, forward commitments, unsubordinated related party payables, lease liabilities and other potential claims. Potential claims include an accrual for the estimated probable loss related to claims that may be asserted against the Canada Subsidiaries under certain contracts. Based on our estimates, the fair value of liabilities exceeds the fair value of assets.

To assess the fair value and recoverability of amounts receivable from the Canada Subsidiaries, we estimated the fair value of the underlying net assets of the Canada Subsidiaries available for distribution to their creditors in relation to the estimated creditor claims and the priority of those claims.

final liquidation value of the Canada Subsidiaries and may vary significantly from our current estimates. See Note 6 of the Financial Statements for further information.

Insurance/self-insurance: We retain a substantial portion of the risk related to certain general liability, workers' compensation, property loss and team member medical and dental claims. However, we maintain stop-loss coverage to limit the exposure related to certain risks. Liabilities associated with these losses include estimates of both claims filed and losses incurred but not yet reported. We use actuarial methods which consider a number of factors to estimate our ultimate cost of losses. General liability and workers' compensation liabilities are recorded at our estimate of their net present value; other liabilities referred to above are not discounted. Our workers' compensation and general liability accrual was $566 million and $576 million at January 31, 2015 and February 1, 2014 , respectively. We believe that the amounts accrued are appropriate; however, our liabilities could be significantly affected if future occurrences or loss developments differ from our assumptions. For example, a 5 percent increase or decrease in average claim costs would impact our self-insurance expense by $28 million in 2014 . Historically, adjustments to our estimates have not been material. Refer to Item 7A, Quantitative and Qualitative Disclosures About Market Risk, for further disclosure of the market risks associated with these exposures. We maintain insurance coverage to limit our exposure to certain events, including network security matters. Since the Data Breach, we have recognized $90 million of expected insurance recoveries related to the Data Breach. As of January 31, 2015, we have a $60 million insurance-recovery receivable relating to the Data Breach because we believe recovery is probable. However, it is possible that the insurance carriers could dispute our claims and that we may be unable to collect the recorded receivable.

Income taxes: We pay income taxes based on the tax statutes, regulations and case law of the various jurisdictions in which we operate. Significant judgment is required in determining the timing and amounts of deductible and taxable items, and in evaluating the ultimate resolution of tax matters in dispute with tax authorities. The benefits of uncertain tax positions are recorded in our financial statements only after determining it is likely the uncertain tax positions would withstand challenge by taxing authorities. We periodically reassess these probabilities, and record any changes in the financial statements as appropriate. Liabilities for uncertain tax positions, including interest and penalties, were $195 million and $241 million at January 31, 2015 and February 1, 2014 , respectively. We believe the resolution of these matters will not have a material adverse impact on our consolidated financial statements. Income taxes are described further in Note 21 of the Financial Statements.

Pension and postretirement health care accounting: We maintain a funded qualified, defined benefit pension plan, as well as several smaller and unfunded nonqualified plans and a postretirement health care plan for certain current and retired team members. The costs for these plans are determined based on actuarial calculations using the assumptions described in the following paragraphs. Eligibility and the level of benefits varies depending on team members' full-time or part-time status, date of hire and/or length of service. The benefit obligation and related expense for these plans are determined based on actuarial calculations using assumptions about the expected long-term rate of return, the discount rate and compensation growth rates. The assumptions used to determine the period-end benefit obligation also establish the expense for the next year, with adjustments made for any significant plan or participant changes.

Our expected long-term rate of return on plan assets of 7.5 percent is determined by the portfolio composition, historical long-term investment performance and current market conditions. Our compound annual rate of return on qualified plans' assets was 12.1 percent , 8.3 percent , 7.0 percent and 9.7 percent for the 5-year, 10-year, 15-year and 20-year periods, respectively. A one percentage point decrease in our expected long-term rate of return would increase annual expense by $31 million.

The discount rate used to determine benefit obligations is adjusted annually based on the interest rate for long-term high-quality corporate bonds, using yields for maturities that are in line with the duration of our pension liabilities. Our benefit obligation and related expense will fluctuate with changes in interest rates. A 0.5 percentage point decrease to the weighted average discount rate would increase annual expense by $29 million.

Based on our experience, we use a graduated compensation growth schedule that assumes higher compensation growth for younger, shorter-service pension-eligible team members than it does for older, longer-service pension-eligible team members.

Pension and postretirement health care benefits are further described in Note 26 of the Financial Statements.

Legal and other contingencies: We are exposed to other 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. When a loss is probable, we record an accrual based on the reasonably estimable loss or range of loss. When no point of loss is more likely than another, we record the lowest amount in the estimated range of loss and disclose the estimated range. We do not record liabilities for reasonably possible loss contingencies, but do disclose a range of reasonably possible losses if they are material and we are able to estimate such a range.

If we cannot provide a range of reasonably possible losses, we explain the factors that prevent us from determining such a range. Historically, adjustments to our estimates have not been material.

We believe the accruals recorded in our consolidated financial statements properly reflect loss exposures that are both probable and reasonably estimable. With the exception of Canada Exit and Data Breach-related loss exposures, we do not believe any of the currently identified claims or litigation may materially affect our results of operations, cash flows or financial condition. However, litigation is subject to inherent uncertainties, and unfavorable rulings could occur. If an unfavorable ruling were to occur, it may cause a material adverse impact on the results of operations, cash flows or financial condition for the period in which the ruling occurs, or future periods. Refer to Notes 6 and 17 of the Financial Statements for further information on the Canada Exit and Data Breach-related contingencies, respectively.

New Accounting Pronouncements

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

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: our financial performance, statements regarding the adequacy of and costs associated with our sources of liquidity, the fair value and amount of the beneficial interest asset, the continued execution of our share repurchase program, our expected capital expenditures, the impact of changes in the expected effective income tax rate on net income, the expected compliance with debt covenants, the expected impact of new accounting pronouncements, our intentions regarding future dividends, contributions and payments related to our pension and postretirement health care plans, the expected returns on pension plan assets, the expected timing and recognition of compensation expenses, the effects of macroeconomic conditions, the adequacy of our reserves for general liability, workers' compensation and property loss, the expected outcome of, and adequacy of our reserves for investigations, inquiries, claims and litigation, including those related to the Data Breach and discontinuing our Canadian operations, expected insurance recoveries, expected changes to our contractual obligations and liabilities, the expected ability to recognize deferred tax assets and liabilities and the timing of such recognition, including net operating loss carryforwards and tax benefits related to discontinuing our Canadian operations, the process, timing and effects of discontinuing our Canadian operations, the resolution of tax matters, and changes in our assumptions and expectations.

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 are set forth on our description of risk factors in Item 1A to this Form 10-K, which should be read in conjunction with the forward-looking statements in this report. 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 7A. Quantitative and Qualitative Disclosures About Market Risk

At January 31, 2015 , our exposure to market risk was primarily from interest rate changes on our debt obligations, some of which are at a LIBOR-plus floating-rate. Our interest rate exposure is primarily due to differences between our floating rate debt obligations compared to our floating rate short term investments. At January 31, 2015 , our floating rate short-term investments exceeded our floating rate debt by approximately $270 million. Based on our balance sheet position at January 31, 2015, the annualized effect of a 0.1 percentage point decrease in floating interest rates on our floating rate short-term investments, net of our debt obligations, would decrease earnings before income taxes by approximately $0.3 million. In general, we expect our floating rate debt to exceed our floating rate short-term investments over time, but that may vary in different interest rate environments. See further description of our debt and derivative instruments in Notes 18 and 19 of the Notes to Financial Statements.

We record our general liability and workers' compensation liabilities at net present value; therefore, these liabilities fluctuate with changes in interest rates. Periodically, in certain interest rate environments, we economically hedge a portion of our exposure to these interest rate changes by entering into interest rate forward contracts that partially mitigate the effects of interest rate changes. Based on our balance sheet position at January 31, 2015 , the annualized

effect of a 0.5 percentage point decrease in interest rates would be to decrease earnings before income taxes by $9 million.

In addition, we are exposed to market return fluctuations on our qualified defined benefit pension plans. The value of our pension liabilities is inversely related to changes in interest rates. A 0.5 percentage point decrease to the weighted average discount rate would increase annual expense by $29 million. To protect against declines in interest rates, we hold high-quality, long-duration bonds and interest rate swaps in our pension plan trust. At year-end, we had hedged 50 percent of the interest rate exposure of our funded status.

As more fully described in Note 13 and Note 25 of the Financial Statements, we are exposed to market returns on accumulated team member balances in our nonqualified, unfunded deferred compensation plans. We control the risk of offering the nonqualified plans by making investments in life insurance contracts and prepaid forward contracts on our own common stock that offset a substantial portion of our economic exposure to the returns on these plans. The annualized effect of a one percentage point change in market returns on our nonqualified defined contribution plans (inclusive of the effect of the investment vehicles used to manage our economic exposure) would not be significant.

There have been no other material changes in our primary risk exposures or management of market risks since the prior year.

Item 8. Financial Statements and Supplementary Data

Report of Management on the Consolidated Financial Statements

Management is responsible for the consistency, integrity and presentation of the information in the Annual Report. The consolidated financial statements and other information presented in this Annual Report have been prepared in accordance with accounting principles generally accepted in the United States and include necessary judgments and estimates by management.

To fulfill our responsibility, we maintain comprehensive systems of internal control designed to provide reasonable assurance that assets are safeguarded and transactions are executed in accordance with established procedures. The concept of reasonable assurance is based upon recognition that the cost of the controls should not exceed the benefit derived. We believe our systems of internal control provide this reasonable assurance.

The Board of Directors exercised its oversight role with respect to the Corporation's systems of internal control primarily through its Audit Committee, which is comprised of independent directors. The Committee oversees the Corporation's systems of internal control, accounting practices, financial reporting and audits to assess whether their quality, integrity and objectivity are sufficient to protect shareholders' investments.

In addition, our consolidated financial statements have been audited by Ernst & Young LLP, independent registered public accounting firm, whose report also appears on this page.




Brian C. Cornell Chairman and Chief Executive Officer March 13, 2015		John J. Mulligan Executive Vice President and Chief Financial Officer

___________________________________________________________________________________________________________________

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

The Board of Directors and Shareholders

Target Corporation

We have audited the accompanying consolidated statements of financial position of Target Corporation and subsidiaries (the Corporation) as of January 31, 2015 and February 1, 2014 , and the related consolidated statements of operations, comprehensive income, cash flows, and shareholders' investment for each of the three years in the period ended January 31, 2015 . These financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Target Corporation and subsidiaries at January 31, 2015 and February 1, 2014 , and the consolidated results of their operations and their cash flows for each of the three years in the period ended January 31, 2015 , in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Corporation's internal control over financial reporting as of January 31, 2015 , based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated March 13, 2015 , expressed an unqualified opinion thereon.



Minneapolis, Minnesota March 13, 2015

Report of Management on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we assessed the effectiveness of our internal control over financial reporting as of January 31, 2015 , based on the framework in Internal Control—Integrated Framework (2013) , issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our assessment, we conclude that the Corporation's internal control over financial reporting is effective based on those criteria.

Our internal control over financial reporting as of January 31, 2015 , has been audited by Ernst & Young LLP, the independent registered public accounting firm who has also audited our consolidated financial statements, as stated in their report which appears on this page.




Brian C. Cornell Chairman and Chief Executive Officer March 13, 2015		John J. Mulligan Executive Vice President and Chief Financial Officer

___________________________________________________________________________________________________________________

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

The Board of Directors and Shareholders

Target Corporation

We have audited Target Corporation and subsidiaries' (the Corporation) internal control over financial reporting as of January 31, 2015 , based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). The Corporation's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Corporation's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of January 31, 2015 , based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial position of Target Corporation and subsidiaries as of January 31, 2015 and February 1, 2014 , and the related consolidated statements of operations, comprehensive income, cash flows and shareholders' investment for each of the three years in the period ended January 31, 2015 , and our report dated March 13, 2015 , expressed an unqualified opinion thereon.



Minneapolis, Minnesota March 13, 2015

Consolidated Statements of Operations



(millions, except per share data)	2014			2013			2012
Sales	$	72,618		$	71,279		$	71,960
Credit card revenues	—			—			1,341
Total revenues	72,618			71,279			73,301
Cost of sales	51,278			50,039			50,568
Selling, general and administrative expenses	14,676			14,465			14,643
Credit card expenses	—			—			467
Depreciation and amortization	2,129			1,996			2,044
Gain on receivables transaction	—			(391		)	(161		)
Earnings from continuing operations before interest expense and income taxes	4,535			5,170			5,740
Net interest expense	882			1,049			684
Earnings from continuing operations before income taxes	3,653			4,121			5,056
Provision for income taxes	1,204			1,427			1,741
Net earnings from continuing operations	2,449			2,694			3,315
Discontinued operations, net of tax	(4,085		)	(723		)	(316		)
Net (loss)/earnings	$	(1,636	)	$	1,971		$	2,999
Basic (loss)/earnings per share
Continuing operations	$	3.86		$	4.24		$	5.05
Discontinued operations	(6.44		)	(1.14		)	(0.48		)
Net (loss)/earnings per share	$	(2.58	)	$	3.10		$	4.57
Diluted (loss)/earnings per share
Continuing operations	$	3.83		$	4.20		$	5.00
Discontinued operations	(6.38		)	(1.13		)	(0.48		)
Net (loss)/earnings per share	$	(2.56	)	$	3.07		$	4.52
Weighted average common shares outstanding
Basic	634.7			635.1			656.7
Dilutive effect of share-based awards	5.4			6.7			6.6
Diluted	640.1			641.8			663.3
Antidilutive shares	3.3			2.3			5.0

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Comprehensive Income



(millions)	2014			2013			2012
Net (loss)/income	$	(1,636	)	$	1,971		$	2,999
Other comprehensive income/(loss), net of tax
Pension and other benefit liabilities, net of (benefit)/provision for taxes of $(90), $71 and $58	(139		)	110			92
Currency translation adjustment and cash flow hedges, net of provision for taxes of $2, $11 and $8	431			(425		)	13
Other comprehensive income/(loss)	292			(315		)	105
Comprehensive (loss)/income	$	(1,344	)	$	1,656		$	3,104

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Financial Position



(millions, except footnotes)	January 31, 2015			February 1, 2014
Assets
Cash and cash equivalents, including short-term investments of $1,520 and $3	$	2,210		$	670
Inventory	8,790			8,278
Assets of discontinued operations	1,333			793
Other current assets	1,754			1,832
Total current assets	14,087			11,573
Property and equipment
Land	6,127			6,143
Buildings and improvements	26,614			25,984
Fixtures and equipment	5,346			5,199
Computer hardware and software	2,553			2,395
Construction-in-progress	424			757
Accumulated depreciation	(15,106		)	(14,066		)
Property and equipment, net	25,958			26,412
Noncurrent assets of discontinued operations	442			5,461
Other noncurrent assets	917			1,107
Total assets	$	41,404		$	44,553
Liabilities and shareholders' investment
Accounts payable	$	7,759		$	7,335
Accrued and other current liabilities	3,783			3,610
Current portion of long-term debt and other borrowings	91			1,143
Liabilities of discontinued operations	103			689
Total current liabilities	11,736			12,777
Long-term debt and other borrowings	12,705			11,429
Deferred income taxes	1,321			1,349
Noncurrent liabilities of discontinued operations	193			1,296
Other noncurrent liabilities	1,452			1,471
Total noncurrent liabilities	15,671			15,545
Shareholders' investment
Common stock	53			53
Additional paid-in capital	4,899			4,470
Retained earnings	9,644			12,599
Accumulated other comprehensive loss
Pension and other benefit liabilities	(561		)	(422		)
Currency translation adjustment and cash flow hedges	(38		)	(469		)
Total shareholders' investment	13,997			16,231
Total liabilities and shareholders' investment	$	41,404		$	44,553

Common Stock Authorized 6,000,000,000 shares , $0.0833 par value ; 640,213,987 shares issued and outstanding at January 31, 2015 ; 632,930,740 shares issued and outstanding at February 1, 2014 .

Preferred Stock Authorized 5,000,000 shares , $0.01 par value ; no shares were issued or outstanding at January 31, 2015 or February 1, 2014 .

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Cash Flows



(millions)	2014			2013			2012
Operating activities
Net (loss)/earnings	$	(1,636	)	$	1,971		$	2,999
Losses from discontinued operations, net of tax	(4,085		)	(723		)	(316		)
Net earnings from continuing operations	2,449			2,694			3,315
Adjustments to reconcile net earnings to cash provided by operations:
Depreciation and amortization	2,129			1,996			2,044
Share-based compensation expense	71			106			102
Deferred income taxes	7			58			67
Gain on receivables transaction	—			(391		)	(161		)
Loss on debt extinguishment	285			445			—
Noncash losses/(gains) and other, net ^(a)	40			121			220
Changes in operating accounts:
Accounts receivable originated at Target	—			157			(217		)
Proceeds on sale of accounts receivable originated at Target	—			2,703			—
Inventory	(512		)	(504		)	160
Other assets	(115		)	(79		)	(155		)
Accounts payable and accrued liabilities	777			213			193
Cash provided by operating activities—continuing operations	5,131			7,519			5,568
Cash required for operating activities—discontinued operations	(692		)	(999		)	(243		)
Cash provided by operations	4,439			6,520			5,325
Investing activities
Expenditures for property and equipment	(1,786		)	(1,886		)	(2,346		)
Proceeds from disposal of property and equipment	95			70			66
Change in accounts receivable originated at third parties	—			121			254
Proceeds from sale of accounts receivable originated at third parties	—			3,002			—
Cash paid for acquisitions, net of cash assumed	(20		)	(157		)	—
Other investments	106			130			102
Cash (required for)/ provided by investing activities—continuing operations	(1,605		)	1,280			(1,924		)
Cash required for investing activities—discontinued operations	(321		)	(1,551		)	(931		)
Cash required for investing activities	(1,926		)	(271		)	(2,855		)
Financing activities
Change in commercial paper, net	(80		)	(890		)	970
Reductions of short-term debt	—			—			(1,500		)
Additions to long-term debt	1,993			—			1,971
Reductions of long-term debt	(2,079		)	(3,463		)	(1,529		)
Dividends paid	(1,205		)	(1,006		)	(869		)
Repurchase of stock	—			(1,461		)	(1,875		)
Stock option exercises and related tax benefit	373			456			360
Other	—			—			(16		)
Cash required for financing activities	(998		)	(6,364		)	(2,488		)
Effect of exchange rate changes on cash and cash equivalents	—			26			8
Net increase/(decrease) in cash and cash equivalents	1,515			(89		)	(10		)
Cash and cash equivalents at beginning of period ^(b)	695			784			794
Cash and cash equivalents at end of period ^(c)	$	2,210		$	695		$	784
Supplemental information
Interest paid, net of capitalized interest	$	871		$	1,043		$	697
Income taxes paid	1,251			1,386			1,603
Property and equipment acquired through capital lease obligations	88			132			251


^(a)	Includes net write-offs of credit card receivables prior to the sale of our U.S. consumer credit card receivables on March 13, 2013, and bad debt expense on credit card receivables during the twelve months ended February 2, 2013.


^(b)	Includes cash of our discontinued operations of $25 million , $59 million and $98 million for 2014, 2013 and 2012, respectively.


^(c)	Includes cash of our discontinued operations of $25 million and $59 million for 2013 and 2012, respectively.

See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Shareholders' Investment



(millions, except footnotes)	Common Stock Shares		Stock Par Value			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income/(Loss)			Total
January 28, 2012	669.3		$	56		$	3,487	$	12,959		$	(681	)	$	15,821
Net earnings	—		—			—		2,999			—			2,999
Other comprehensive income	—		—			—		—			105			105
Dividends declared	—		—			—		(903		)	—			(903		)
Repurchase of stock	(32.2	)	(3		)	—		(1,900		)	—			(1,903		)
Stock options and awards	8.2		1			438		—			—			439
February 2, 2013	645.3		$	54		$	3,925	$	13,155		$	(576	)	$	16,558
Net earnings	—		—			—		1,971			—			1,971
Other comprehensive loss	—		—			—		—			(315		)	(315		)
Dividends declared	—		—			—		(1,051		)	—			(1,051		)
Repurchase of stock	(21.9	)	(2		)	—		(1,476		)	—			(1,478		)
Stock options and awards	9.5		1			545		—			—			546
February 1, 2014	632.9		$	53		$	4,470	$	12,599		$	(891	)	$	16,231
Net loss	—		—			—		(1,636		)	—			(1,636		)
Other comprehensive income	—		—			—		—			292			292
Dividends declared	—		—			—		(1,273		)	—			(1,273		)
Repurchase of stock	(0.8	)	—			—		(46		)	—			(46		)
Stock options and awards	8.1		—			429		—			—			429
January 31, 2015	640.2		$	53		$	4,899	$	9,644		$	(599	)	$	13,997

Dividends declared per share were $1.99 , $1.65 and $1.38 in 2014 , 2013 and 2012 , respectively.

See accompanying Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements

1. Summary of Accounting Policies

Organization We are a general merchandise retailer selling products to our guests through our stores and digital channels in the U.S.

As more fully described in Note 6, in January 2015, we announced our exit from the Canadian market and filed for protection (the Filing) under the Companies' Creditors Arrangement Act (CCAA) with the Ontario Superior Court of Justice in Toronto (the Court). Our prefiling financial results in Canada and subsequent expenses directly attributable to the Canada exit are included in our financial statements and classified within discontinued operations. Effective January 15, 2015, Target Corporation (Target, the Corporation, or the Company) operates as a single segment that includes all of our continuing operations, which are designed to enable guests to purchase products seamlessly in stores, online or through mobile devices.

Consolidation The consolidated financial statements include the balances of the Corporation and its subsidiaries after elimination of intercompany balances and transactions. All material subsidiaries are wholly owned. We consolidate variable interest entities where it has been determined that the Corporation is the primary beneficiary of those entities' operations. As of January 15, 2015, we deconsolidated substantially all of our Canadian operations following the Filing. See Note 6 for more information.

Use of estimates The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions affecting reported amounts in the consolidated financial statements and accompanying notes. Actual results may differ significantly from those estimates.

Fiscal year Our fiscal year ends on the Saturday nearest January 31. Unless otherwise stated, references to years in this report relate to fiscal years, rather than to calendar years. Fiscal 2014 ended January 31, 2015 and consisted of 52 weeks. Fiscal 2013 ended February 1, 2014 , and consisted of 52 weeks. Fiscal 2012 ended February 2, 2013 , and consisted of 53 weeks. Fiscal 2015 will end January 30, 2016, and will consist of 52 weeks.

Accounting policies Our accounting policies are disclosed in the applicable Notes to the Consolidated Financial Statements. Certain prior-year amounts have been reclassified to conform to current year presentation.

2. Revenues

Our retail stores generally record revenue at the point of sale. Digital channel sales include shipping revenue and are recorded upon delivery to the guest. Total revenues do not include sales tax because we are a pass-through conduit for collecting and remitting sales taxes. Generally, guests may return merchandise within 90 days of purchase. Revenues are recognized net of expected returns, which we estimate using historical return patterns as a percentage of sales. Commissions earned on sales generated by leased departments are included within sales and were $32 million , $29 million and $25 million in 2014 , 2013 and 2012 , respectively.

Revenue from gift card sales is recognized upon gift card redemption. Our gift cards do not expire. Based on historical redemption rates, a small and relatively stable percentage of gift cards will never be redeemed, referred to as "breakage." Estimated breakage revenue is recognized over time in proportion to actual gift card redemptions and was not material in any period presented.

Guests receive a 5 percent discount on virtually all purchases and receive free shipping at Target.com when they use their REDcard. The discounts associated with loyalty programs are included as reductions in sales in our Consolidated Statements of Operations and were $943 million , $833 million and $583 million in 2014 , 2013 and 2012 , respectively.

3. Cost of Sales and Selling, General and Administrative Expenses

The following table illustrates the primary items classified in each major expense category:



Cost of Sales	Selling, General and Administrative Expenses
Total cost of products sold including • Freight expenses associated with moving merchandise from our vendors to our distribution centers and our retail stores, and among our distribution and retail facilities • Vendor income that is not reimbursement of specific, incremental and identifiable costs Inventory shrink Markdowns Outbound shipping and handling expenses associated with sales to our guests Payment term cash discounts Distribution center costs, including compensation and benefits costs Import costs	Compensation and benefit costs including • Stores • Headquarters Occupancy and operating costs of retail and headquarters facilities Advertising, offset by vendor income that is a reimbursement of specific, incremental and identifiable costs Pre-opening costs of stores and other facilities U.S. credit cards servicing expenses and profit sharing Litigation and defense costs and related insurance recovery Other administrative costs

Note: The classification of these expenses varies across the retail industry.

4. Consideration Received from Vendors

We receive consideration for a variety of vendor-sponsored programs, such as volume rebates, markdown allowances, promotions and advertising allowances and for our compliance programs, referred to as "vendor income." Vendor income reduces either our inventory costs or SG&A expenses based on the provisions of the arrangement. Under our compliance programs, vendors are charged for merchandise shipments that do not meet our requirements (violations), such as late or incomplete shipments. These allowances are recorded when violations occur. Substantially all consideration received is recorded as a reduction of cost of sales.

We establish a receivable for vendor income that is earned but not yet received. Based on provisions of the agreements in place, this receivable is computed by estimating the amount earned when we have completed our performance. We perform detailed analyses to determine the appropriate level of the receivable in the aggregate. The majority of year-end receivables associated with these activities are collected within the following fiscal quarter. We have not historically had significant write-offs for these receivables.

5. Advertising Costs

Advertising costs, which primarily consist of newspaper circulars, internet advertisements and media broadcast, are expensed at first showing or distribution of the advertisement.



Advertising Costs (millions)	2014		2013		2012
Gross advertising costs	$	1,647	$	1,623	$	1,620
Vendor income ^(a)	47		75		231
Net advertising costs	$	1,600	$	1,548	$	1,389


^(a)	A 2013 change to certain merchandise vendor contracts resulted in more vendor funding being recognized as a reduction of our cost of sales rather than offsetting advertising expenses.

6. Canada Exit

Background

open during the liquidation. To assist with the exit plan, the Court approved the appointment of a monitor and certain other financial advisors.

As a result of the Filing, we no longer have a controlling interest in the Canada Subsidiaries. For this reason, we deconsolidated the Canada Subsidiaries effective January 15, 2015, which resulted in a pretax impairment loss on deconsolidation and other charges, collectively totaling $5.1 billion . The pretax loss on deconsolidation includes the derecognition of the carrying amounts of the Canada Subsidiaries' assets, liabilities and accumulated other comprehensive loss and the recording of our remaining interests at fair value.

Loss on Discontinued Operations

Our Canadian exit represents a strategic shift in our business. For this reason, our Canadian Segment results for all periods prior to the January 15, 2015 deconsolidation and costs to exit are classified as discontinued operations.



Loss on Discontinued Operations (millions)	2014			2013			2012
Sales	$	1,902		$	1,317		$	—
Cost of sales	1,541			1,121			—
SG&A expenses	909			910			272
Depreciation and amortization	248			227			97
Interest expense	73			77			78
Pretax loss from operations	(869		)	(1,018		)	(447		)
Pretax exit costs	(5,105		)	—			—
Income taxes	1,889			295			131
Loss on discontinued operations	$	(4,085	)	$	(723	)	$	(316	)

The fourth quarter Canadian pretax exit costs totaled $5,105 million and included the following:



Fourth Quarter Pretax Exit Costs (millions)	2014
Investment impairment on deconsolidation	$	4,766
Contingent liabilities	240
Employee trust	73
Other exit costs	26
Total	$	5,105

Investments in Canada Subsidiaries

Target continues to indirectly own 100% of the common stock of the Canada Subsidiaries, but has deconsolidated those entities because Target no longer has a controlling interest. At the date of deconsolidation, we adjusted our investment in the Canada Subsidiaries to fair value with a corresponding charge to income. Because the estimated amount of the Canada Subsidiaries' liabilities exceeded the estimated fair value of the assets available for distribution to its creditors, the fair value of Target’s equity investment approximates zero .

Target Corporation Amounts Receivable from Canada Subsidiaries

Prior to deconsolidation, Target Corporation made loans to the Canada Subsidiaries for the purpose of funding its operations and had accounts receivable generated in the ordinary course of business. The loans, corresponding interest and the accounts receivable were considered intercompany transactions and eliminated in the consolidated Target Corporation financial statements. As of the deconsolidation date, the loans, associated interest and accounts

receivable are now considered related party transactions and have been recognized in Target Corporation's consolidated financial statements at their estimated fair value of $326 million .

Target Corporation Contingencies

The recorded expenses include an accrual for the estimated probable loss related to claims that may be asserted against us, primarily under guarantees of certain leases. The beneficiaries of those guarantees may seek damages or other related relief as a result of our exit from Canada. Our probable loss estimate is based on the expectation that claims will be asserted against us and negotiated settlements will be reached, and not on any determination that it is probable we would be found liable were these claims to be litigated. Given the early stage of our exit and the Filing, our estimates involve significant judgment and are based on currently available information, an assessment of the validity of certain claims and estimated payments by the Canada Subsidiaries. We are not able to reasonably estimate a range of possible losses in excess of the year-end accrual because there are significant factual and legal issues to be resolved. We believe that it is reasonably possible that future changes to our estimates of loss and the ultimate amount paid on these claims could be material to our results of operations in future periods. Any such losses would be reported in discontinued operations.

Employee Trust

In connection with the Filing, the Court approved our request to establish an employee trust (the Trust) to fund certain payments to our Canadian employees outside of the estate. We have recorded expense based on an estimate of our total contribution to the Trust of $73 million , which was fully funded in 2014. The Trust is a variable interest entity in which we have a variable interest. However, the Trust is not consolidated because we are not the primary beneficiary.

Recovery Estimates and Valuation Techniques

We determined the fair value and recoverability of our Canadian investments by comparing the estimated fair value of the underlying assets of the Canada Subsidiaries to estimated liabilities at the time of the Filing. The major asset classes were valued as follows:



Asset	Valuation Technique ^(a)	Pricing Category
Inventory	Estimated selling price less costs to sell	Level 3
Owned property	Income approach based on estimated market rents and cap rates	Level 3
Leased property, including leasehold improvements	Discounted cash flow analysis of the differential between estimated market rent and contractual rent payments	Level 3


^(a)	An estimated liquidation discount was applied to reflect the CCAA filing.

Outstanding liabilities include accounts payable and other liabilities, forward commitments, unsubordinated related party payables, lease liabilities and other potential claims. Potential claims include an accrual for the estimated probable loss related to claims that may be asserted against the Canada Subsidiaries under certain contracts. Claimants may seek damages or other related relief as a result of the Canada Subsidiaries' exit from Canada. Based on our estimates, the fair value of liabilities exceeds the fair value of assets.

To assess the fair value and recoverability of the amounts receivable from the Canada Subsidiaries, we estimated the fair value of the underlying net assets of the Canada Subsidiaries available for distribution to their creditors in relation to the estimated creditor claims and the priority of those claims.

Our estimates involve significant judgment and are based on currently available information, an assessment of the validity of certain claims and estimated payments by the Canada Subsidiaries. Our ultimate recovery is subject to the final liquidation value of the Canada Subsidiaries. Further, the final liquidation value and ultimate recovery of the creditors of the Canada Subsidiaries, including Target Corporation, may impact our estimates of contingent liability exposure described above.

Recorded Assets and Liabilities



Assets and Liabilities of Discontinued Operations (millions)
	January 31, 2015			February 1, 2014
Equity investment in Canada Subsidiaries	$	—	Inventory	$	488
Income tax benefit	1,430		Property and equipment, net	4,966
Receivables from Canada Subsidiaries ^(a)	326		Other	800
Receivables under the debtor-in-possession credit facility	19
Total assets	$	1,775	Total assets	$	6,254
			Capital lease obligations	$	1,210
Accrued liabilities	$	296	Accounts payable and other liabilities	775
Total liabilities	$	296	Total liabilities	$	1,985


^(a)	Represents the fair value of loans and accounts receivable from Canada Subsidiaries.

DIP Financing

In conjunction with the Filing, the Court approved Target's agreement to provide a debtor-in-possession credit facility (the DIP facility) to the Canada Subsidiaries, which provides for borrowings under the facility up to $175 million . The DIP facility will be used to finance the Canada Subsidiaries' operations during the CCAA process. Amounts borrowed by the Canada Subsidiaries under the DIP facility will have a priority claim over certain other secured and unsecured claims except for other Court ordered charges and permitted priority liens under the law. Amounts drawn under the DIP and repaid cannot be reborrowed. As of January 31, 2015, there was $19 million drawn and outstanding under the DIP facility, which was fully repaid in 2015.

Income Taxes

We have recognized a tax benefit of $1,627 million in discontinued operations, which primarily relates to a loss on our investment in Canada and includes other tax benefits resulting from certain asset write-offs and liabilities paid or accrued to facilitate the liquidation. The tax benefit in discontinued operations reflects certain tax attribute carryforwards including a gross federal operating loss of $694 million and gross state operating losses of $423 million . We have realized the majority of these tax benefits in the first quarter of 2015, and expect to realize substantially all of the remainder in 2015.

Canadian deferred tax assets relating to both historical and current year net operating losses were included in our equity investment in the Canada Subsidiaries that has been reduced to zero .

As part of our exit from Canada we also incurred a $284 million gross capital loss on a transaction within our consolidated group. We currently do not have nor anticipate sufficient capital gains to absorb this capital loss. Therefore, we have established a full valuation allowance against this deferred tax asset.

7. Credit Card Receivables Transaction

In March 2013, we sold our entire U.S. consumer credit card portfolio to TD Bank Group (TD) and recognized a gain of $391 million . This transaction was accounted for as a sale, and the receivables are no longer reported in our Consolidated Statements of Financial Position. Consideration received included cash of $5.7 billion , equal to the gross (par) value of the outstanding receivables at the time of closing, and a $225 million beneficial interest asset. Concurrent with the sale of the portfolio, we repaid the nonrecourse debt collateralized by credit card receivables (2006/2007 Series Variable Funding Certificate) at par of $1.5 billion , resulting in net cash proceeds of $4.2 billion .

TD now underwrites, funds and owns Target Credit Card and Target Visa receivables. TD controls risk management policies and oversees regulatory compliance, and we perform account servicing and primary marketing functions. We earn a substantial portion of the profits generated by the Target Credit Card and Target Visa portfolios. Income from the TD profit-sharing arrangement and our related account servicing expenses are classified within segment SG&A expenses.



Profit-Sharing Arrangement (millions)	2014			2013 ^(a)
Profit-sharing included in segment SG&A	$	682		$	653
Reduction of beneficial interest asset ^(b)	(53		)	(98		)
Net impact to SG&A expense	$	629		$	555


^(a)	Segment SG&A also reflected credit card revenues earned in 2013 prior to the close of the transaction.


^(b)	On a consolidated basis, profit-sharing income is offset by reductions of the beneficial interest asset.

The $225 million beneficial interest asset recognized at the close of the transaction effectively represents a receivable for the present value of future profit-sharing we expect to receive on the receivables sold. Profit-sharing payments reduced the beneficial interest asset by $73 million and $96 million during 2014 and 2013, respectively. Revaluation adjustments increased the asset by $20 million during 2014 and reduced the asset by $2 million during 2013. As of January 31, 2015 and February 1, 2014, a beneficial interest asset of $74 million and $127 million , respectively, remains and is recorded within other current assets and other noncurrent assets in our Consolidated Statements of Financial Position. Based on historical payment patterns, we estimate that the remaining beneficial interest asset will be reduced over the next two years.

Prior to the sale, credit card revenues were recognized according to the contractual provisions of each credit card agreement. When accounts were written off, uncollected finance charges and late fees were recorded as a reduction of credit card revenues. Target retail sales charged on our credit cards totaled $5,807 million in 2012.

8. Fair Value Measurements

Fair value measurements are reported in 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, 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
(millions)	Pricing Category	January 31, 2015		February 1, 2014
Assets
Cash and cash equivalents
Short-term investments	Level 1	$	1,520	$	3
Other current assets
Interest rate swaps ^(a)	Level 2	—		1
Prepaid forward contracts	Level 1	38		73
Beneficial interest asset ^(b)	Level 3	43		71
Other noncurrent assets
Interest rate swaps ^(a)	Level 2	65		62
Company-owned life insurance investments ^(c)	Level 2	322		305
Beneficial interest asset ^(b)	Level 3	31		56
Liabilities
Other noncurrent liabilities
Interest rate swaps ^(a)	Level 2	24		39


^(a)	See Note 19 for additional information on interest rate swaps.


^(b)	Note 7 includes a rollforward of the Level 3 beneficial interest asset.


^(c)	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 totaled $773 million at January 31, 2015 and $790 million at February 1, 2014 .

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).

Company-owned life insurance investments - Includes investments in separate accounts that are valued based on market rates credited by the insurer.

Beneficial interest asset - Valued using a cash-flow based economic-profit model, which includes inputs of the forecasted performance of the receivables portfolio and a market-based discount rate. Internal data is used 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. A one percentage point change in the forecasted EBIT yield would impact our fair value estimate by approximately $11 million. A one percentage point change in the forecasted discount rate would impact our fair value estimate by approximately $2 million. As described in Note 7, this beneficial interest asset effectively represents a receivable for the present value of future profit-sharing we expect to receive on the receivables sold. As a result, a portion of the profit-sharing payments we receive from TD will reduce the beneficial interest asset. As the asset is reduced over time, changes in the forecasted credit EBIT yield and the forecasted discount rate will have a smaller impact on the estimated fair value.



Significant Financial Instruments not Measured at Fair Value ^(a) (millions)	2014				2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Debt ^(b)	$	11,946	$	14,089	$	11,758	$	13,184


^(a)	The carrying amounts of certain other current assets, accounts payable, and certain accrued and other current liabilities approximate fair value due to their short-term nature.


^(b)	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. These amounts exclude unamortized swap valuation adjustments and capital lease obligations.

Refer to Note 6 for information about fair value measurements related to our discontinued Canadian operations.

9. Cash Equivalents

Cash equivalents include highly liquid investments with an original maturity of three months or less from the time of purchase. These investments were $1,520 million and $3 million at January 31, 2015 and February 1, 2014 , respectively. Cash equivalents also include amounts due from third-party financial institutions for credit and debit card transactions. These receivables typically settle in less than five days and were $379 million and $346 million at January 31, 2015 and February 1, 2014 , respectively.

10. Inventory

The majority of our inventory is accounted for under the retail inventory accounting method (RIM) using the last-in, first-out (LIFO) method. Inventory is stated at the lower of LIFO cost or market. The cost of our inventory includes the amount we pay to our suppliers to acquire inventory, freight costs incurred in connection with the delivery of product to our distribution centers and stores, and import costs, reduced by vendor income and cash discounts. The majority of our distribution center operating costs, including compensation and benefits, are expensed in the period incurred. Inventory is also reduced for estimated losses related to shrink and markdowns. The LIFO provision is calculated based on inventory levels, markup rates and internally measured retail price indices.

Under RIM, inventory cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the inventory retail value. RIM is an averaging method that has been widely used in the retail industry due to its practicality. The use of RIM will result in inventory being valued at the lower of cost or market because permanent markdowns are taken as a reduction of the retail value of inventory.

Certain other inventory is recorded at the lower of cost or market using the cost method. The valuation allowance for inventory valued under a cost method was not material to our Consolidated Financial Statements as of the end of fiscal 2014 or 2013.

We routinely enter into arrangements with vendors whereby we do not purchase or pay for merchandise until the merchandise is ultimately sold to a guest. Activity under this program is included in sales and cost of sales in the Consolidated Statements of Operations, but the merchandise received under the program is not included in inventory in our Consolidated Statements of Financial Position because of the virtually simultaneous purchase and sale of this inventory. Sales made under these arrangements totaled $2,040 million , $1,833 million and $1,800 million in 2014 , 2013 and 2012 , respectively.

11. Other Current Assets



Other Current Assets (millions)	January 31, 2015		February 1, 2014
Pharmacy, income tax and other receivables	$	629	$	570
Vendor income receivable	493		536
Prepaid expenses	231		255
Deferred taxes	188		155
Other	213		316
Total	$	1,754	$	1,832

12. Property and Equipment

Property and equipment is depreciated using the straight-line method over estimated useful lives or lease terms if shorter. We amortize leasehold improvements purchased after the beginning of the initial lease term over the shorter of the assets' useful lives or a term that includes the original lease term, plus any renewals that are reasonably assured at the date the leasehold improvements are acquired. Depreciation and capital lease amortization expense for 2014 , 2013 and 2012 was $2,108 million , $1,975 million and $2,027 million , respectively. For income tax purposes, accelerated depreciation methods are generally used. Repair and maintenance costs are expensed as incurred. Facility pre-opening costs, including supplies and payroll, are expensed as incurred.



Estimated Useful Lives	Life (Years)
Buildings and improvements	8-39
Fixtures and equipment	2-15
Computer hardware and software	2-7

Long-lived assets are reviewed for impairment when events or changes in circumstances, such as a decision to relocate or close a store or make significant software changes, indicate that the asset's carrying value may not be recoverable. For asset groups classified as held for sale, the carrying value is compared to the fair value less cost to sell. We estimate fair value by obtaining market appraisals, valuations from third party brokers or other valuation techniques.



Impairments ^(a) (millions)	2014		2013		2012
Impairments included in segment SG&A	$	108	$	58	$	37
Unallocated impairments ^(b)	16		19		—
Total impairments	$	124	$	77	$	37


^(a)	Substantially all of the impairments are recorded in selling, general and administrative expense on the Consolidated Statements of Operations, primarily from completed or planned store closures and software changes.


^(b)	Represents impairments of undeveloped land.

13. Other Noncurrent Assets



Other Noncurrent Assets (millions)	January 31, 2015		February 1, 2014
Goodwill and intangible assets	$	302	$	331
Company-owned life insurance investments ^(a)	322		305
Interest rate swaps ^(b)	65		62
Other	228		409
Total	$	917	$	1,107


^(a)	Company-owned life insurance policies on approximately 4,000 team members who have been designated highly compensated under the Internal Revenue Code and have given their consent to be insured. Amounts are presented net of loans that are secured by some of these policies.


^(b)	See Notes 8 and 19 for additional information relating to our interest rate swaps.

14. Goodwill and Intangible Assets

Goodwill totaled $147 million and $151 million at January 31, 2015 and February 1, 2014 , respectively. No impairments were recorded in 2014, 2013 or 2012 as a result of the goodwill impairment tests performed.



Intangible Assets	Leasehold Acquisition Costs						Other ^(a)						Total
(millions)	January 31, 2015			February 1, 2014			January 31, 2015			February 1, 2014			January 31, 2015			February 1, 2014
Gross asset	$	224		$	225		$	181		$	180		$	405		$	405
Accumulated amortization	(133		)	(126		)	(117		)	(106		)	(250		)	(232		)
Net intangible assets	$	91		$	99		$	64		$	74		$	155		$	173


^(a)	Other intangible assets relate primarily to acquired customer lists and trademarks.

We use the straight-line method to amortize leasehold acquisition costs primarily over 9 to 39 years and other definite-lived intangibles over 3 to 15 years . The weighted average life of leasehold acquisition costs and other intangible assets was 26 years and 7 years , respectively, at January 31, 2015 . Amortization expense was $22 million , $20 million and $16 million in 2014 , 2013 and 2012 , respectively.



Estimated Amortization Expense (millions)	2015		2016		2017		2018		2019
Amortization expense	$	21	$	17	$	14	$	9	$	8

15. Accounts Payable

At January 31, 2015 and February 1, 2014 , we reclassified book overdrafts of $682 million and $716 million , respectively, to accounts payable and $82 million and $81 million to accrued and other current liabilities.

16. Accrued and Other Current Liabilities



Accrued and Other Current Liabilities (millions)	January 31, 2015		February 1, 2014
Wages and benefits	$	951	$	865
Gift card liability, net of estimated breakage	609		516
Real estate, sales and other taxes payable	550		529
Dividends payable	333		272
Straight-line rent accrual ^(a)	255		242
Workers' compensation and general liability ^(b)	153		152
Interest payable	76		78
Project costs accrual	69		165
Income tax payable	26		216
Other	761		575
Total	$	3,783	$	3,610


^(a)	Straight-line rent accrual represents the amount of rent expense recorded that exceeds cash payments remitted in connection with operating leases.

^(b)

We retain a substantial portion of the risk related to general liability and workers' compensation claims. Liabilities associated with these losses include estimates of both claims filed and losses incurred but not yet reported. We estimate our ultimate cost based on analysis of historical data and actuarial estimates. General liability and workers' compensation liabilities are recorded at our estimate of their net present value.

17. Commitments and Contingencies

Data Breach

In the fourth quarter of 2013, we experienced a data breach in which an intruder stole certain payment card and other guest information from our network (the Data Breach). Based on our investigation to date, we believe that the intruder installed malware on our point-of-sale system in our U.S. stores and stole payment card data from up to approximately 40 million credit and debit card accounts of guests who shopped at our U.S. stores between November 27 and December 17, 2013. In addition, the intruder stole certain guest information, including names, mailing addresses, phone numbers or email addresses, for up to 70 million individuals.

Payment Card Network Loss Contingencies

In the event of a data breach where payment card data is or may have been stolen, the payment card networks’ contracts purport to give them the ability to make claims for reimbursement of incremental counterfeit fraud losses and non-ordinary course operating expenses (such as card reissuance costs) that the payment card networks believe they or their issuing banks have incurred as a result of the event. For us to have liability for such claims, we believe that a court would have to find that, among other things, (1) at the time of the Data Breach the portion of our network that handles payment card data was noncompliant with applicable data security standards in a manner that contributed to the Data Breach, and (2) the network operating rules around reimbursement of operating costs and counterfeit fraud losses are enforceable. While an independent third-party assessor found the portion of our network that handles payment card data to be compliant with applicable data security standards in the fall of 2013 and late 2014, the forensic investigator working on behalf of the payment card networks claimed in first quarter 2014 that we were not in compliance with those standards at the time of the Data Breach.

During 2014, three of the four major payment card networks, which between them represent a substantial majority of the payment cards potentially impacted by the Data Breach, made written claims against us, either directly or through our acquiring banks. We believe it is probable that the fourth major payment card network will also make a claim against us. We expect to dispute the claims that have been or may be made against us by the payment card networks, and we think it is probable that our disputes would lead to settlement negotiations consistent with the experience of other entities that suffered similar payment card breaches. We believe such negotiations would effect a combined settlement of the payment card networks' counterfeit fraud loss allegations and their non-ordinary course operating expense allegations. Our accruals for estimated probable loss discussed below include accruals for what we believe to be the vast majority of both actual and potential claims from the payment card networks.

Litigation and Governmental Investigations

In addition, more than 100 actions have been filed in courts in many states, along with one action in Canada, and other claims have been or may be asserted against us on behalf of guests, payment card issuing banks, shareholders or others seeking damages or other related relief allegedly arising out of the Data Breach. State and federal agencies, including State Attorneys General, the Federal Trade Commission and the SEC, are investigating events related to the Data Breach, including how it occurred, its consequences and our responses. Our accruals for estimated probable loss discussed below include accruals for what we believe to be the vast majority of both actual and potential claims from these matters.

Expenses Incurred and Amounts Accrued



Data Breach Balance Sheet Rollforward (millions)	Liabilities			Insurance receivable
Balance at February 1, 2014	$	61		$	44
Expenses incurred/insurance receivable recorded ^(a)	191			46
Payments made/received	(81		)	(30		)
Balance at January 31, 2015	$	171		$	60


^(a)	Includes expenditures and accruals for Data Breach-related costs and expected insurance recoveries as discussed below.

During 2014, we recorded $191 million of Data Breach-related expenses, partially offset by expected insurance proceeds of $46 million , for net expenses of $145 million . Since the Data Breach, we have incurred $252 million of cumulative expenses, partially offset by expected insurance recoveries of $90 million , for net cumulative expenses of $162 million . These expenses were included in our Consolidated Statements of Operations as Selling, General and Administrative Expenses (SG&A), but were not part of segment results. Along with legal and other professional services, these expenses include an accrual for estimated probable losses for what we believe to be the vast majority of actual and potential breach related claims, including claims by the payment card networks. Our probable loss estimate is based on the expectation of reaching negotiated settlements, and not on any determination that it is probable we would be found liable for the losses we have accrued were these claims to be litigated. Given the varying stages of claims and related proceedings, and the inherent uncertainty surrounding them, our estimates involve significant judgment and are based on currently available information, historical precedents and an assessment of the validity of certain claims. Our estimates may change as new information becomes available, and although we do not believe it is probable, it is reasonably possible that we may incur a material loss in excess of the amount accrued. We are not able to estimate the amount of such reasonably possible excess loss exposure at this time because many of the matters are in the early stages, alleged damages have not been specified, and there are significant factual and legal issues to be resolved. The accrual does not reflect future breach-related legal, consulting or administrative fees, which are expensed as incurred and not expected to be material to our consolidated financial statements in any individual period.

Insurance Coverage

To limit our exposure to losses relating to data breach and other claims, we maintain $100 million of network-security insurance coverage, above a $10 million deductible and with a $50 million sublimit for settlements with the payment card networks. This coverage, and certain other customary business-insurance coverage, has reduced our exposure related to the Data Breach. We will pursue recoveries to the maximum extent available under the policies. Since the Data Breach, we have received $30 million from our network-security insurance carriers.

Canada Exit

See Note 6 for information related to Canada Exit-related contingent liabilities.

Other Contingencies

We are exposed to other 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 these identified claims or litigation will be material to our results of operations, cash flows or financial condition.

Commitments

Purchase obligations, which include all legally binding contracts such as firm commitments for inventory purchases, merchandise royalties, equipment purchases, marketing-related contracts, software acquisition/license commitments and service contracts, were $2,411 million and $1,285 million at January 31, 2015 and February 1, 2014 , respectively. These purchase obligations are primarily due within three years and recorded as liabilities when inventory is received. We issue inventory purchase orders, which represent authorizations to purchase that are cancelable by their terms. We do not consider purchase orders to be firm inventory commitments. If we choose to cancel a purchase order, we may be obligated to reimburse the vendor for unrecoverable outlays incurred prior to cancellation. Real estate obligations, which include commitments for the purchase, construction or remodeling of real estate and facilities, were $ 243 million and $ 358 million at January 31, 2015 and February 1, 2014 , respectively. These real estate obligations are primarily due within one year , a portion of which are recorded as liabilities.

We issue letters of credit and surety bonds in the ordinary course of business. Trade letters of credit totaled $1,447 million and $1,420 million at January 31, 2015 and February 1, 2014 , respectively, a portion of which are reflected in accounts payable. Standby letters of credit and surety bonds, relating primarily to insurance and regulatory requirements, totaled $459 million and $486 million at January 31, 2015 and February 1, 2014 , respectively.

18. Notes Payable and Long-Term Debt

At January 31, 2015 , the carrying value and maturities of our debt portfolio were as follows:



Debt Maturities	January 31, 2015
(dollars in millions)	Rate ^(a)		Balance
Due 2015-2019	4.9	%	$	4,230
Due 2020-2024	3.8		3,209
Due 2025-2029	6.7		252
Due 2030-2034	6.5		770
Due 2035-2039	6.7		2,014
Due 2040-2044	4.0		1,471
Total notes and debentures	5.0		11,946
Swap valuation adjustments			61
Capital lease obligations			789
Less: Amounts due within one year			(91		)
Long-term debt			$	12,705


^(a)	Reflects the weighted average stated interest rate as of year-end.



Required Principal Payments (millions)	2015		2016		2017		2018		2019
Total required principal payments	$	27	$	751	$	2,251	$	201	$	1,001

In June 2014, we issued $1 billion of unsecured fixed rate debt at 2.3% that matures in June 2019 and $1 billion of unsecured fixed rate debt at 3.5% that matures in July 2024. We used proceeds from these issuances to repurchase $725 million of debt before its maturity at a market value of $1 billion , and for general corporate purposes including the payment of $1 billion of debt maturities. We recognized a loss of $285 million on the early retirement, which was recorded in net interest expense in our Consolidated Statements of Operations.

Concurrent with the sale of our U.S. consumer credit card receivables portfolio, we repaid $1.5 billion of nonrecourse debt collateralized by credit card receivables (the 2006/2007 Series Variable Funding Certificate). We also used $1.4 billion of proceeds from the transaction to repurchase, at market value, an additional $970 million of debt before its maturity. We recognized a loss of $445 million on the early retirement, which was recorded in net interest expense in our Consolidated Statements of Operations.

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



Commercial Paper (dollars in millions)	2014			2013			2012
Maximum daily amount outstanding during the year	$	590		$	1,465		$	970
Average amount outstanding during the year	129			408			120
Amount outstanding at year-end	—			80			970
Weighted average interest rate	0.11		%	0.13		%	0.16		%

No balances were outstanding at any time during 2014 or 2013 under our $2.25 billion revolving credit facility that expires in October 2018.

Substantially all of our outstanding borrowings are senior, unsecured obligations. 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, which have no practical effect on our ability to pay dividends.

19. Derivative Financial Instruments

Our derivative instruments primarily consist of interest rate swaps, which are used to mitigate our interest rate risk. As a result of our use of derivative instruments, we have counterparty credit exposure to large global financial institutions. We monitor this concentration of counterparty credit risk on an ongoing basis. See Note 8 for a description of the fair value measurement of our derivative instruments and their classification on the Consolidated Statements of Financial Position.

In June 2014, we entered into two interest rate swaps, each with a notional amount of $500 million , under which we pay a variable rate and receive a fixed rate. In March 2014, we entered into an interest rate swap with a notional amount of $250 million , under which we pay a variable rate and receive a fixed rate. We designated these swaps as fair value hedges. As of February 1, 2014 , one swap was designated as a fair value hedge. No ineffectiveness was recognized in 2014 or 2013 .



Outstanding Interest Rate Swap Summary	January 31, 2015
	Designated			De-Designated
(dollars in millions)	Pay Floating			Pay Floating			Pay Fixed
Weighted average rate:
Pay	^(a)			1-month LIBOR			3.8		%
Receive	1.7		%	5.7		%	1-month LIBOR
Weighted average maturity	4.1 years			1.5 years			1.5 years
Notional	$	1,250		$	500		$	500


^(a)	There are three designated swaps at January 31, 2015. Two swaps have floating pay rates equal to 3-month LIBOR and one swap has a floating pay rate equal to 1-month LIBOR .



Classification and Fair Value (millions)	Assets					Liabilities
Classification and Fair Value (millions)	Classification	Jan 31, 2015		Feb 1, 2014		Classification	Jan 31, 2015		Feb 1, 2014
Designated:	Other current assets	$	—	$	1	N/A	$	—	$	—
	Other noncurrent assets	27		—		N/A	—		—
De-designated:	Other noncurrent assets	38		62		Other noncurrent liabilities	24		39
Total		$	65	$	63		$	24	$	39

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



Derivative Contracts – Effect on Results of Operations (millions)
Type of Contract	Classification of Income/(Expense)	2014		2013		2012
Interest rate swaps	Net interest expense	$	32	$	29	$	44

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 $34 million , $52 million and $75 million , at the end of 2014 , 2013 and 2012 , respectively.

20. Leases

We lease certain retail locations, warehouses, distribution centers, office space, land, equipment and software. Assets held under capital leases are included in property and equipment. Operating lease rentals are expensed on a straight-line basis over the life of the lease beginning on the date we take possession of the property. At lease inception, we determine the lease term by assuming the exercise of those renewal options that are reasonably assured. The exercise of lease renewal options is at our sole discretion. The lease term is used to determine whether a lease is capital or operating and is used to calculate straight-line rent expense. Additionally, the depreciable life of leased assets and leasehold improvements is limited by the expected lease term.

Rent expense is included in SG&A expenses. Some of our lease agreements include rental payments based on a percentage of retail sales over contractual levels and others include rental payments adjusted periodically for inflation. Certain leases require us to pay real estate taxes, insurance, maintenance and other operating expenses associated with the leased premises. These expenses are classified in SG&A, consistent with similar costs for owned locations. Rent income received from tenants who rent properties is recorded as a reduction to SG&A expense.



Rent Expense (millions)	2014			2013			2012
Property, equipment and software	$	195		$	212		$	216
Rent income	(9		)	(8		)	(9		)
Total rent expense	$	186		$	204		$	207

Total capital lease interest expense was $38 million , $39 million and $31 million in 2014 , 2013 and 2012 , respectively, and is included within net interest expense on the Consolidated Statements of Operations.

Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to 50 years or more. Certain leases also include options to purchase the leased property. Assets recorded under capital leases as of January 31, 2015 and February 1, 2014 were $711 million and $698 million , respectively. These assets are recorded net of accumulated amortization of $242 million and $167 million as of January 31, 2015 and February 1, 2014, respectively.



Future Minimum Lease Payments (millions)	Operating Leases ^(a)		Capital Leases ^(b)		Rent Income			Total
2015	$	186	$	123	$	(6	)	$	303
2016	178		94		(5		)	267
2017	170		58		(5		)	223
2018	165		55		(4		)	216
2019	154		54		(3		)	205
After 2019	2,974		1,019		(13		)	3,980
Total future minimum lease payments	$	3,827	$	1,403	$	(36	)	$	5,194
Less: Interest ^(c)			614
Present value of future minimum capital lease payments ^(d)			$	789

Note: Minimum lease payments exclude payments to landlords for real estate taxes and common area maintenance. Minimum lease payments also exclude payments to landlords for fixed purchase options which we believe are reasonably assured of being exercised.


^(a)	Total contractual lease payments include $2,046 million related to options to extend lease terms that are reasonably assured of being exercised and also includes $67 million of legally binding minimum lease payments for stores that are expected to open in 2015 or later.


^(b)	Capital lease payments include $612 million related to options to extend lease terms that are reasonably assured of being exercised and also includes $59 million of legally binding minimum lease payments for stores that are expected to open in 2015 or later. Capital leases also include $41 million of legally binding payments for distribution centers opening in 2015.


^(c)	Calculated using the interest rate at inception for each lease.


^(d)	Includes the current portion of $63 million .

21. Income Taxes

Earnings from continuing operations before income taxes were $3,653 million , $4,121 million and $5,056 million during 2014 , 2013 and 2012 , including $261 million , $196 million and $161 million earned by our foreign entities subject to tax outside of the U.S.



Tax Rate Reconciliation – Continuing Operations	2014		2013		2012
Federal statutory rate	35.0	%	35.0	%	35.0	%
State income taxes, net of the federal tax benefit	2.2		2.4		1.8
International	(2.3	)	(1.2	)	(1.0	)
Other	(1.9	)	(1.6	)	(1.4	)
Effective tax rate	33.0	%	34.6	%	34.4	%



Provision for Income Taxes (millions)	2014			2013		2012
Current:
Federal	$	1,074		$	1,206	$	1,521
State	116			150		144
International	7			13		9
Total current	1,197			1,369		1,674
Deferred:
Federal	(2		)	56		64
State	10			—		6
International	(1		)	2		(3		)
Total deferred	7			58		67
Total provision	$	1,204		$	1,427	$	1,741



Net Deferred Tax Asset/(Liability) (millions)	January 31, 2015			February 1, 2014
Gross deferred tax assets:
Accrued and deferred compensation	$	531		$	509
Accruals and reserves not currently deductible	316			348
Self-insured benefits	223			231
Other	176			97
Total gross deferred tax assets	1,246			1,185
Gross deferred tax liabilities:
Property and equipment	(1,946		)	(1,978		)
Inventory	(307		)	(270		)
Other	(123		)	(130		)
Total gross deferred tax liabilities	(2,376		)	(2,378		)
Total net deferred tax liability	$	(1,130	)	$	(1,193	)

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates in effect for the year the temporary differences are expected to be recovered or settled. Tax rate changes affecting deferred tax assets and liabilities are recognized in income at the enactment date.

We have not recorded deferred taxes when earnings from foreign operations are considered to be indefinitely invested outside the U.S. These accumulated net earnings relate to certain ongoing operations and were $328 million at January 31, 2015 and $64 million at February 1, 2014 . It is not practicable to determine the income tax liability that would be payable if such earnings were repatriated.

We file a U.S. federal income tax return and income tax returns in various states and foreign jurisdictions. The U.S. Internal Revenue Service has completed exams on the U.S. federal income tax returns for years 2010 and prior. With few exceptions, we are no longer subject to state and local or non-U.S. income tax examinations by tax authorities for years before 2003.



Reconciliation of Liability for Unrecognized Tax Benefits (millions)	2014			2013			2012
Balance at beginning of period	$	183		$	216		$	236
Additions based on tax positions related to the current year	10			15			10
Additions for tax positions of prior years	17			28			19
Reductions for tax positions of prior years	(42		)	(57		)	(42		)
Settlements	(13		)	(19		)	(7		)
Balance at end of period	$	155		$	183		$	216

If we were to prevail on all unrecognized tax benefits recorded, $101 million of the $155 million reserve would benefit the effective tax rate. In addition, the reversal of accrued penalties and interest would also benefit the effective tax rate. Interest and penalties associated with unrecognized tax benefits are recorded within income tax expense. During the years ended January 31, 2015 , February 1, 2014 and February 2, 2013, we recorded a net benefit from the reversal of accrued penalties and interest of $12 million , $1 million and $16 million , respectively. As of January 31, 2015 , February 1, 2014 and February 2, 2013 total accrued interest and penalties were $40 million , $58 million and $64 million , respectively.

It is reasonably possible that the amount of the unrecognized tax benefits with respect to our other unrecognized tax positions will 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.

22. Other Noncurrent Liabilities



Other Noncurrent Liabilities (millions)	January 31, 2015		February 1, 2014
Deferred compensation	$	507	$	491
Workers' compensation and general liability ^(a)	413		423
Income tax	128		174
Pension and postretirement health care benefits	151		115
Other	253		268
Total	$	1,452	$	1,471


^(a)	See footnote (c) to the Accrued and Other Current Liabilities table in Note 16 for additional detail.

23. 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. No shares were repurchased through open market transactions since the first half of 2013.



Share Repurchases (millions, except per share data)	2014		2013		2012
Total number of shares purchased ^(a)	0.8		21.9		32.2
Average price paid per share	$	54.07	$	67.41	$	58.96
Total investment	$	41	$	1,474	$	1,900

^(a)

Includes 0.8 million , 0.2 million and 0.5 million shares delivered upon the non-cash settlement of prepaid contracts in 2014, 2013, and 2012, respectively. These contracts had an original cash investment of $41 million , $14 million and $25 million , respectively, and an aggregate market value of $46 million , $17 million and $29 million . These contracts are among the investment vehicles used to reduce our economic exposure related to our nonqualified deferred compensation plans. Note 25 provides the details of our positions in prepaid forward contracts.

24. Share-Based Compensation

We maintain a long-term incentive plan (the Plan) for key team members and non-employee members of our Board of Directors. The Plan allows us to grant equity-based compensation awards, including stock options, stock appreciation rights, performance share units, restricted stock units, restricted stock awards or a combination of awards (collectively, share-based awards). The number of unissued common shares reserved for future grants under the Plan was 14.0 million and 18.7 million at January 31, 2015 and February 1, 2014 , respectively.

Compensation expense associated with share-based awards is recognized on a straight-line basis over the shorter of the vesting period or the minimum required service period. Share-based compensation expense for continuing operations recognized in the Consolidated Statements of Operations was $73 million , $106 million and $101 million in 2014 , 2013 and 2012 , respectively. The related income tax benefit was $29 million , $41 million and $40 million in 2014 , 2013 and 2012 , respectively.

Share information includes all outstanding awards for continuing and discontinued operations.

Stock Options

Through 2013, we granted nonqualified stock options to certain team members that generally vest and become exercisable annually in equal amounts over a four -year period and expire 10 years after the grant date. We previously granted options with a ten-year term to the non-employee members of our Board of Directors that vest immediately, but are not exercisable until one year after the grant date. We used a Black-Scholes valuation model to estimate the fair value of the options at the grant date.



Stock Option Activity	Stock Options
	Total Outstanding						Exercisable
	Number of Options ^(a)		Exercise Price ^(b)		Intrinsic Value ^(c)		Number of Options ^(a)	Exercise Price ^(b)		Intrinsic Value ^(c)
February 1, 2014	24,854		$	52.19	$	136	16,824	$	50.64	$	109
Granted	—		—
Expired/forfeited	(634	)	55.05
Exercised/issued	(7,495	)	50.04
January 31, 2015	16,725		$	53.04	$	344	12,843	$	52.02	$	277


^(a)	In thousands.


^(b)	Weighted average per share.


^(c)	Represents stock price appreciation subsequent to the grant date, in millions.



Black-Scholes Model Valuation Assumptions	2013		2012
Dividend yield	2.4	%	2.4	%
Volatility ^(a)	22	%	23	%
Risk-free interest rate ^(b)	1.4	%	1.0	%
Expected life in years ^(c)	5.5		5.5
Stock options grant date fair value	$ 11.14		$ 9.70


^(a)	Volatility represents an average of market estimates for implied volatility of Target common stock.


^(b)	The risk-free interest rate is an interpolation of the relevant U.S. Treasury security maturities as of each applicable grant date.


^(c)	The expected life is estimated based on an analysis of options already exercised and any foreseeable trends or changes in recipients' behavior.



Stock Option Exercises (millions)	2014		2013		2012
Cash received for exercise price	$	374	$	422	$	331
Intrinsic value	143		197		139
Income tax benefit	41		77		55

At January 31, 2015 , there was $15 million of total unrecognized compensation expense related to nonvested stock options, which is expected to be recognized over a weighted average period of 0.8 years. The weighted average remaining life of exercisable options is 5.0 years, and the weighted average remaining life of all outstanding options is 5.5 years. The total fair value of options vested was $37 million , $53 million and $68 million in 2014 , 2013 and 2012 , respectively.

Performance Share Units

We issue performance share units to certain team members that represent shares potentially issuable in the future. Issuance is based upon our performance relative to a retail peer group over a three -year performance period on certain measures including domestic market share change, return on invested capital and EPS growth. The fair value of performance share units is calculated based on the stock price on the date of grant. The weighted average grant date fair value for performance share units was $73.12 , $57.22 and $58.61 in 2014 , 2013 and 2012 , respectively.



Performance Share Unit Activity	Total Nonvested Units
	Performance Share Units ^(a)		Grant Date Fair Value ^(b)
February 1, 2014	2,870		$	55.37
Granted	1,438		73.12
Forfeited	(490	)	56.44
Vested	(218	)	48.72
January 31, 2015	3,600		$	63.16


^(a)	Assumes attainment of maximum payout rates as set forth in the performance criteria based in thousands of share units. Applying actual or expected payout rates, the number of outstanding units at January 31, 2015 was 1,136 thousand .


^(b)	Weighted average per unit.

The expense recognized each period is dependent upon our estimate of the number of shares that will ultimately be issued. Future compensation expense for unvested awards could reach a maximum of $145 million assuming payout of all unvested awards. The unrecognized expense is expected to be recognized over a weighted average period of 1.2 years . The fair value of performance share units vested and converted was $11 million in 2014 , $14 million in 2013 and $16 million in 2012 .

Restricted Stock

We issue restricted stock units and performance-based restricted stock units with three -year cliff vesting from the grant date (collectively restricted stock) to certain team members. The final number of shares issued under performance-based restricted stock units will be based on our total shareholder return relative to a retail peer group over a three-year performance period. We also regularly issue restricted stock units to our Board of Directors, which vest quarterly over a one -year period and are settled in shares of Target common stock upon departure from the Board. The fair value for restricted stock is calculated based on the stock price on the date of grant, incorporating an analysis of the total shareholder return performance measure where applicable. The weighted average grant date fair value for restricted stock was $70.50 , $62.76 and $60.44 in 2014 , 2013 and 2012 , respectively.



Restricted Stock Activity	Total Nonvested Units
	Restricted Stock ^(a)		Grant Date Fair Value ^(b)
February 1, 2014	3,935		$	58.98
Granted	1,992		70.50
Forfeited	(436	)	59.11
Vested	(778	)	51.77
January 31, 2015	4,713		$	65.11


^(a)	Represents the number of restricted stock units, in thousands. For performance-based restricted stock units, assumes attainment of maximum payout rates as set forth in the performance criteria based in thousands of share units. Applying actual or expected payout rates, the number of outstanding restricted stock units at January 31, 2015 was 3,897 thousand .


^(b)	Weighted average per unit.

The expense recognized each period is partially dependent upon our estimate of the number of shares that will ultimately be issued. At January 31, 2015 , there was $154 million of total unrecognized compensation expense related to restricted stock, which is expected to be recognized over a weighted average period of 1.3 years. The fair value of restricted stock vested and converted to shares of Target common stock was $40 million , $28 million and $11 million in 2014 , 2013 and 2012 , respectively.

25. Defined Contribution Plans

Team members who meet eligibility requirements can participate in a defined contribution 401(k) plan by investing up to 80 percent of their compensation, as limited by statute or regulation. Generally, we match 100 percent of each team member's contribution up to 5 percent of total compensation. Company match contributions are made to funds designated by the participant.

In addition, we maintain a nonqualified, unfunded deferred compensation plan for approximately 2,800 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 executive officers, in part to recognize the risks inherent to their participation in this plan. We also maintain a nonqualified, unfunded deferred compensation plan that was frozen during 1996, covering approximately 55 participants, all of whom are no longer at Target. 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. Our total liability under these plans was $539 million and $520 million at January 31, 2015 and February 1, 2014 , respectively.

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/(loss) of $11 million , $(5) million and $14 million in 2014 , 2013 and 2012 , respectively. During 2014 , we made no investments in prepaid forward contracts in our own common stock. In 2013 , we invested $23 million 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 23. The settlement dates of these instruments are regularly renegotiated with the counterparty.



Prepaid Forward Contracts on Target Common Stock (millions, except per share data)	Number of Shares	Contractual Price Paid per Share		Contractual Fair Value		Total Cash Investment
February 1, 2014	1.3	$	48.81	$	73	$	63
January 31, 2015	0.5	$	41.11	$	38	$	21



Plan Expenses
(millions)	2014			2013			2012
401(k) plan matching contributions expense	$	220		$	229		$	218

Nonqualified deferred compensation plans
Benefits expense ^(a)	52			41			78
Related investment income ^(b)	(45		)	(23		)	(43		)
Nonqualified plan net expense	$	7		$	18		$	35


^(a)	Includes market-performance credits on accumulated participant account balances and annual crediting for additional benefits earned during the year.


^(b)	Includes investment returns and life-insurance proceeds received from company-owned life insurance policies and other investments used to economically hedge the cost of these plans.

26. Pension and Postretirement Health Care Plans

We have qualified defined benefit pension plans covering team members who meet age and service requirements, including date of hire in certain circumstances. Effective January 1, 2009, our U.S. qualified defined benefit pension plan was closed to new participants, with limited exceptions. 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 each 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.



Change in Projected Benefit Obligation	Pension Benefits												Postretirement Health Care Benefits
	Qualified Plans						Nonqualified Plans						Postretirement Health Care Benefits
(millions)	2014			2013			2014			2013			2014			2013
Benefit obligation at beginning of period	$	3,173		$	3,164		$	35		$	37		$	73		$	121
Service cost	111			117			1			1			5			6
Interest cost	148			136			1			1			2			2
Actuarial (gain)/loss	556			(125		)	9			—			(10		)	(3		)
Participant contributions	3			1			—			—			4			5
Benefits paid	(147		)	(122		)	(3		)	(4		)	(9		)	(14		)
Plan amendments	—			2			—			—			(9		)	(44		)
Benefit obligation at end of period	$	3,844		$	3,173		$	43		$	35		$	56		$	73



Change in Plan Assets	Pension Benefits												Postretirement Health Care Benefits
	Qualified Plans						Nonqualified Plans						Postretirement Health Care Benefits
(millions)	2014			2013			2014			2013			2014			2013
Fair value of plan assets at beginning of period	$	3,267		$	3,223		$	—		$	—		$	—		$	—
Actual return on plan assets	507			161			—			—			—			—
Employer contributions	154			4			3			4			5			9
Participant contributions	3			1			—			—			4			5
Benefits paid	(147		)	(122		)	(3		)	(4		)	(9		)	(14		)
Fair value of plan assets at end of period	3,784			3,267			—			—			—			—
Benefit obligation at end of period	3,844			3,173			43			35			56			73
Funded/(underfunded) status	$	(60	)	$	94		$	(43	)	$	(35	)	$	(56	)	$	(73	)



Recognition of Funded/(Underfunded) Status	Qualified Plans						Nonqualified Plans ^(a)
(millions)	2014			2013			2014			2013
Other noncurrent assets	$	—		$	112		$	—		$	—
Accrued and other current liabilities	(1		)	(2		)	(8		)	(9		)
Other noncurrent liabilities	(59		)	(16		)	(91		)	(99		)
Net amounts recognized	$	(60	)	$	94		$	(99	)	$	(108	)


^(a)	Includes postretirement health care benefits.

The following table summarizes the amounts recorded in accumulated other comprehensive income, which have not yet been recognized as a component of net periodic benefit expense:



Amounts in Accumulated Other Comprehensive Income	Pension Plans						Postretirement Health Care Plans
Amounts in Accumulated Other Comprehensive Income	Pension Plans						Postretirement Health Care Plans
(millions)	2014			2013			2014			2013
Net actuarial loss	$	1,018		$	792		$	33		$	49
Prior service credits	(69		)	(80		)	(55		)	(62		)
Amounts in accumulated other comprehensive income	$	949		$	712		$	(22	)	$	(13	)

The following table summarizes the changes in accumulated other comprehensive income for the years ended January 31, 2015 and February 1, 2014 , related to our pension and postretirement health care plans:



Change in Accumulated Other Comprehensive Income	Pension Benefits						Postretirement Health Care Benefits
Change in Accumulated Other Comprehensive Income	Pension Benefits						Postretirement Health Care Benefits
(millions)	Pretax			Net of Tax			Pretax			Net of Tax
February 2, 2013	$	856		$	517		$	24		$	15
Net actuarial loss	(52		)	(32		)	(3		)	(2		)
Amortization of net actuarial losses	(103		)	(62		)	(6		)	(4		)
Amortization of prior service costs and transition	11			7			16			10
Plan amendments	—			—			(44		)	(27		)
February 1, 2014	712			430			(13		)	(8		)
Net actuarial gain	291			176			(10		)	(6		)
Amortization of net actuarial losses	(65		)	(40		)	(6		)	(3		)
Amortization of prior service costs and transition	11			7			16			10
Plan amendment	—			—			(9		)	(5		)
January 31, 2015	$	949		$	573		$	(22	)	$	(12	)

The following table summarizes the amounts in accumulated other comprehensive income expected to be amortized and recognized as a component of net periodic benefit expense in 2015 :



Expected Amortization of Amounts in Accumulated Other Comprehensive Income (millions)	Pretax			Net of Tax
Net actuarial loss	$	108		$	66
Prior service credits	(29		)	(18		)
Total amortization expense	$	79		$	48

The following table summarizes our net pension and postretirement health care benefits expense for the years 2014 , 2013 , and 2012 :



Net Pension and Postretirement Health Care Benefits Expense	Pension Benefits									Postretirement Health Care Benefits
	Pension Benefits									Postretirement Health Care Benefits
(millions)	2014			2013			2012			2014			2013			2012
Service cost benefits earned during the period	$	112		$	118		$	121		$	5		$	6		$	10
Interest cost on projected benefit obligation	149			137			139			2			2			3
Expected return on assets	(233		)	(235		)	(220		)	—			—			—
Amortization of losses	65			103			103			6			6			3
Amortization of prior service cost	(11		)	(11		)	—			(16		)	(16		)	(10		)
Settlement and Special Termination Charges	—			3			—			—			—			—
Total	$	82		$	115		$	143		$	(3	)	$	(2	)	$	6

Prior service cost amortization is determined using the straight-line method over the average remaining service period of team members expected to receive benefits under the plan.



Defined Benefit Pension Plan Information (millions)	2014		2013
Accumulated benefit obligation (ABO) for all plans ^(a)	$	3,834	$	3,149
Projected benefit obligation for pension plans with an ABO in excess of plan assets ^(b)	65		54
Total ABO for pension plans with an ABO in excess of plan assets	56		48


^(a)	The present value of benefits earned to date assuming no future salary growth.


^(b)	The present value of benefits earned to date by plan participants, including the effect of assumed future salary increases.

Assumptions



Benefit Obligation Weighted Average Assumptions	Pension Benefits				Postretirement Health Care Benefits
	2014		2013		2014		2013
Discount rate	3.87	%	4.77	%	2.74	%	3.30	%
Average assumed rate of compensation increase	3.00		3.00		n/a		n/a



Net Periodic Benefit Expense Weighted Average Assumptions	Pension Benefits						Postretirement Health Care Benefits
Net Periodic Benefit Expense Weighted Average Assumptions	Pension Benefits						Postretirement Health Care Benefits
	2014		2013		2012		2014		2013		2012
Discount rate	4.77	%	4.40	%	4.65	%	3.30	%	2.75	%	3.60	%
Expected long-term rate of return on plan assets	7.50		8.00		8.00		n/a		n/a		n/a
Average assumed rate of compensation increase	3.00		3.00		3.50		n/a		n/a		n/a

The weighted average assumptions used to measure net periodic benefit expense each year are the rates as of the beginning of the year (i.e., the prior measurement date). Based on a stable asset allocation, our most recent compound annual rate of return on qualified plans' assets was 12.1 percent , 8.3 percent , 7.0 percent and 9.7 percent for the 5-year, 10-year, 15-year and 20-year time periods, respectively.

The market-related value of plan assets, which is used in calculating expected return on assets in net periodic benefit cost, is determined each year by adjusting the previous year's value by expected return, benefit payments and cash contributions. The market-related value is adjusted for asset gains and losses in equal 20 percent adjustments over a five -year period.

We review the expected long-term rate of return annually, and revise it as appropriate. Additionally, we monitor the mix of investments in our portfolio to ensure alignment with our long-term strategy to manage pension cost and reduce volatility in our assets. Our expected annualized long-term rate of return assumptions as of January 31, 2015 were 8.0 percent for domestic and international equity securities, 5.0 percent for long-duration debt securities, 8.0 percent for balanced funds and 9.5 percent for other investments. These estimates are a judgmental matter in which we consider the composition of our asset portfolio, our historical long-term investment performance and current market conditions.

An increase in the cost of covered health care benefits of 7.0 percent was assumed for 2014 and 7.0 percent is assumed for 2015 . The rate will be reduced to 5.0 percent in 2019 and thereafter.



Health Care Cost Trend Rates – 1% Change (millions)	1% Increase		1% Decrease
Effect on total of service and interest cost components of net periodic postretirement health care benefit expense	$	1	$	(1	)
Effect on the health care component of the accumulated postretirement benefit obligation	4		(4		)

Plan Assets

Our asset allocation policy is designed to reduce the long-term cost of funding our pension obligations. The plan invests with both passive and active investment managers depending on the investment's asset class. The plan also seeks to reduce the risk associated with adverse movements in interest rates by employing an interest rate hedging program, which may include the use of interest rate swaps, total return swaps and other instruments.



Asset Category	Current Targeted		Actual Allocation
	Allocation		2014		2013
Domestic equity securities ^(a)	19	%	19	%	21	%
International equity securities	12		12		12
Debt securities	25		28		26
Balanced funds	30		31		28
Other ^(b)	14		10		13
Total	100	%	100	%	100	%


^(a)	Equity securities include our common stock in amounts substantially less than 1 percent of total plan assets as of January 31, 2015 and February 1, 2014 .


^(b)	Other assets include private equity, mezzanine and high-yield debt, natural resources and timberland funds, multi-strategy hedge funds, derivative instruments and a 4 percent allocation to real estate.



Fair Value Measurements			Fair Value at January 31, 2015								Fair Value at February 1, 2014
(millions)	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	211	$	7	$	204	$	—	$	150	$	6	$	144	$	—
Common collective trusts ^(a)	1,102		—		1,102		—		1,000		—		1,000		—
Government securities ^(b)	349		—		349		—		282		—		282		—
Fixed income ^(c)	624		—		624		—		541		—		541		—
Balanced funds ^(d)	1,152		—		1,152		—		903		—		903		—
Private equity funds ^(e)	171		—		—		171		221		—		—		221
Other ^(f)	175		—		51		124		170		—		43		127
Total plan assets	$	3,784	$	7	$	3,482	$	295	$	3,267	$	6	$	2,913	$	348


^(a)	Passively managed index funds with holdings in domestic and international equities.


^(b)	Investments in government securities and passively managed index funds with holdings in long-term government bonds.


^(c)	Investments in corporate bonds, mortgage-backed securities and passively managed index funds with holdings in long-term corporate bonds.


^(d)	Investments in equities, nominal and inflation-linked fixed income securities, commodities and public real estate.


^(e)	Includes investments in venture capital, mezzanine and high-yield debt, natural resources and timberland funds.


^(f)	Investments in multi-strategy hedge funds (including domestic and international equity securities, convertible bonds and other alternative investments), real estate and derivative investments.



Level 3 Reconciliation			Actual Return on Plan Assets ^(a)
(millions)	Balance at Beginning of Period		Relating to Assets Still Held at the Reporting Date			Relating to Assets Sold During the Period		Purchases, Sales and Settlements			Transfer in and/or out of Level 3		Balance at End of Period
2013
Private equity funds	$	236	$	7		$	26	$	(48	)	$	—	$	221
Other	122		14			1		(10		)	—		127
2014
Private equity funds	$	221	$	(21	)	$	13	$	(42	)	$	—	$	171
Other	127		6			5		(14		)	—		124


^(a)	Represents realized and unrealized gains (losses) from changes in values of those financial instruments only for the period in which the instruments were classified as Level 3.



Position		Valuation Technique
Cash and cash equivalents		These investments are cash holdings and investment vehicles valued using the Net Asset Value (NAV) provided by the administrator of the fund. The NAV for the investment vehicles is based on the value of the underlying assets owned by the fund minus applicable costs and liabilities, and then divided by the number of shares outstanding.
Equity securities		Valued at the closing price reported on the major market on which the individual securities are traded.
Common collective trusts/ balanced funds/ certain multi-strategy hedge funds		Valued using the NAV provided by the administrator of the fund. The NAV is a quoted transactional price for participants in the fund, which do not represent an active market.
Fixed income and government securities		Valued using matrix pricing models and quoted prices of securities with similar characteristics.
Private equity/ real estate/ certain multi-strategy hedge funds/ other		Valued by deriving Target's proportionate share of equity investment from audited financial statements. Private equity and real estate investments require significant judgment on the part of the fund manager due to the absence of quoted market prices, inherent lack of liquidity, and the long term of such investments. Certain multi-strategy hedge funds represent funds of funds that include liquidity restrictions and for which timely valuation information is not available.

Contributions

Our obligations to plan participants can be met over time through a combination of company contributions to these plans and earnings on plan assets. In 2014, we made a discretionary contribution of $150 million to our qualified defined benefit pension plans. In 2013, we made no contributions. We are not required to make any contributions in 2015. However, depending on investment performance and plan funded status, we may elect to make a contribution. We expect to make contributions in the range of $4 million to $5 million to our postretirement health care benefit plan in 2015.



Estimated Future Benefit Payments (millions)	Pension Benefits		Postretirement Health Care Benefits
2015	$	161	$	4
2016	170		5
2017	180		5
2018	189		6
2019	197		7
2020-2024	1,113		33

27. Accumulated Other Comprehensive Income



(millions)	Cash Flow Hedges				Currency Translation Adjustment				Pension and Other Benefit				Total
February 1, 2014	$	(25	)		$	(444	)		$	(422	)		$	(891	)
Other comprehensive (loss)/income before reclassifications	—				(302		)		(165		)		(467		)
Amounts reclassified from AOCI	3			^(a)	730			^(b)	26			^(c)	759
January 31, 2015	$	(22	)		$	(16	)		$	(561	)		$	(599	)


^(a)	Represents gains and losses on cash flow hedges, net of $2 million of taxes, which are recorded in net interest expense on the Consolidated Statements of Operations.


^(b)	Represents Canadian accumulated currency translation adjustments deconsolidated on January 15, 2015. See Note 6 for additional information.


^(c)	Represents amortization of pension and other benefit liabilities, net of $17 million of taxes, which is recorded in SG&A expenses on the Consolidated Statements of Operations. See Note 26 for additional information.

28. Segment Reporting

Our segment measure of profit is used by management to evaluate the return on our investment and to make operating decisions. Effective January 15, 2015, following the deconsolidation of our Canadian retail operation, we operate as a single segment that includes all of our continuing operations, which are designed to enable guests to purchase products seamlessly in stores, online or through mobile devices.



Business Segment Results	2014			2013			2012 ^(a)
(millions)	2014			2013			2012 ^(a)
Sales	$	72,618		$	71,279		$	71,960
Cost of sales	51,278			50,039			50,568
Selling, general and administrative expenses ^(f)	14,450			14,285			13,759
Depreciation and amortization	2,129			1,996			2,044
Segment profit	$	4,761		$	4,959		$	5,589
Data Breach-related costs, net of insurance receivable ^(b)(f)	(145		)	(17		)	—
Reduction of beneficial interest asset ^(c)(f)	(53		)	(98		)	—
Other ^(d)(f)	(29		)	(64		)	—
Gain on receivables transaction ^(e)	—			391			152
Earnings from continuing operations before interest expense and income taxes	4,535			5,170			5,740
Net interest expense	882			1,049			684
Earnings from continuing operations before income taxes	$	3,653		$	4,121		$	5,056

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


^(a)	Consisted of 53 weeks.


^(b)	Refer to Note 17 for more information on Data Breach related costs.


^(c)	Refer to Note 7 for more information on TD profit sharing amounts and the reduction of the beneficial interest asset.

^(d)

For 2014, includes impairments of $16 million related to undeveloped land in the U.S. and $13 million of expense related to converting co-branded card program to MasterCard. For 2013, includes and $23 million workforce-reduction charge primarily related to severance and benefits costs, a $22 million charge related to part-time team member health benefit changes, and $19 million in impairment charges related to undeveloped land in the U.S.


^(e)	Represents the gain on receivables transaction recorded in our Consolidated Statements of Operations, plus, for 2012, the difference between bad debt expense and net write-offs for the fourth quarter. Refer to Note 7 for more information on our credit card receivables transaction.


^(f)	The sum of segment SG&A expenses, reduction of beneficial interest asset, Data Breach-related costs and other charges equal consolidated SG&A expenses.



Total Assets by Segment (millions)	January 31, 2015		February 1, 2014
U.S.	$	39,495	$	38,128
Assets of discontinued operations	1,775		6,254
Unallocated assets ^(a)	134		171
Total assets	$	41,404	$	44,553


^(a)	At January 31, 2015, represents the beneficial interest asset of $74 million and insurance receivable related to the Data Breach of $60 million . At February 1, 2014, represents the beneficial interest asset of $127 million and insurance receivable related to the Data Breach of $44 million .

29. Subsequent Event

In March 2015, we announced a headquarters workforce reduction. As a result, we expect to record approximately $100 million of severance and other benefits-related charges within SG&A in the first quarter of 2015, the vast majority of which are expected to require cash expenditures.

30. Quarterly Results (Unaudited)

Due to the seasonal nature of our business, fourth quarter operating results typically represent a substantially larger share of total year revenues and earnings because they include our peak sales period from Thanksgiving through the end of December. We follow the same accounting policies for preparing quarterly and annual financial data. The table below summarizes quarterly results for 2014 and 2013 :



Quarterly Results	First Quarter						Second Quarter						Third Quarter						Fourth Quarter						Total Year
(millions, except per share data)	2014			2013			2014			2013			2014			2013			2014			2013			2014			2013
Sales	$	16,657		$	16,620		$	16,957		$	16,841		$	17,254		$	16,925		$	21,751		$	20,893		$	72,618		$	71,279
Cost of sales	11,748			11,510			11,798			11,557			12,171			11,849			15,563			15,124			51,278			50,039
Selling, general and administrative expenses	3,376			3,397			3,599			3,490			3,644			3,632			4,058			3,946			14,676			14,465
Depreciation and amortization	511			491			537			493			535			503			545			508			2,129			1,996
Gain on receivables transaction	—			(391		)	—			—			—			—			—			—			—			(391		)
Earnings before interest expense and income taxes	1,022			1,613			1,023			1,301			904			941			1,585			1,315			4,535			5,170
Net interest expense	152			610			433			152			146			145			151			142			882			1,049
Earnings from continuing operations before income taxes	870			1,003			590			1,149			758			796			1,434			1,173			3,653			4,121
Provision for income taxes	299			358			199			403			232			273			474			393			1,204			1,427
Net earnings from continuing operations	571			645			391			746			526			523			960			780			2,449			2,694
Discontinued operations, net of tax	(153		)	(147		)	(157		)	(134		)	(174		)	(182		)	(3,600		)	(260		)	(4,085		)	(723		)
Net earnings/(loss)	$	418		$	498		$	234		$	611		$	352		$	341		$	(2,640	)	$	520		$	(1,636	)	$	1,971
Basic earnings/(loss) per share
Continuing operations	$	0.90		$	1.00		$	0.62		$	1.17		$	0.83		$	0.83		$	1.51		$	1.23		$	3.86		$	4.24
Discontinued operations	(0.24		)	(0.23		)	(0.25		)	(0.21		)	(0.28		)	(0.29		)	(5.64		)	(0.41		)	(6.44		)	(1.14		)
Net earnings/(loss) per share	$	0.66		$	0.78		$	0.37		$	0.96		$	0.55		$	0.54		$	(4.14	)	$	0.82		$	(2.58	)	$	3.10
Diluted earnings/(loss) per share
Continuing operations	$	0.89		$	0.99		$	0.61		$	1.16		$	0.82		$	0.82		$	1.49		$	1.22		$	3.83		$	4.20
Discontinued operations	(0.24		)	(0.23		)	(0.25		)	(0.21		)	(0.27		)	(0.29		)	(5.59		)	(0.41		)	(6.38		)	(1.13		)
Net earnings/(loss) per share	$	0.66		$	0.77		$	0.37		$	0.95		$	0.55		$	0.54		$	(4.10	)	$	0.81		$	(2.56	)	$	3.07
Dividends declared per share	0.43			0.36			0.52			0.43			0.52			0.43			0.52			0.43			1.99			1.65
Closing common stock price:
High	62.54			70.67			61.38			73.32			63.93			71.99			77.13			66.89			77.13			73.32
Low	55.07			60.85			55.34			68.29			57.50			62.13			61.12			56.64			55.07			56.64

Note: Per share amounts are computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in average quarterly shares outstanding and all other quarterly amounts may not equal the total year due to rounding.



U.S. Sales by Product Category ^(a)	First Quarter				Second Quarter				Third Quarter				Fourth Quarter				Total Year
	2014		2013		2014		2013		2014		2013		2014		2013		2014		2013
Household essentials	27	%	27	%	27	%	27	%	27	%	26	%	22	%	22	%	25	%	25	%
Hardlines	15		15		15		15		15		15		24		24		18		18
Apparel and accessories	19		20		20		20		19		20		17		17		19		19
Food and pet supplies	23		22		20		20		21		21		19		19		21		21
Home furnishings and décor	16		16		18		18		18		18		18		18		17		17
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%


^(a)	As a percentage of sales.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Changes in Internal Control Over Financial Reporting

We have continued to expand our implementation of enterprise resource planning software from SAP AG, including the implementation in October 2014 of functionality of customer relationship management. There have been no other changes in our internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Annual 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 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.

For the Report of Management on Internal Control and the Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting, see Item 8, Financial Statements and Supplementary Data.

Item 9B. Other Information

On March 13, 2015, we entered into an Aircraft Time Sharing Agreement with Brian C. Cornell, our chief executive officer, with respect to Mr. Cornell’s personal use of company-provided aircraft. The agreement was entered into in furtherance of the terms of the offer of employment to Mr. Cornell described in the Offer Letter filed as an exhibit to our Quarterly Report on Form 10-Q filed on August 27, 2014, and is intended to require Mr. Cornell to reimburse us for the incremental costs of using company-provided aircraft for personal purposes, if such personal use exceeds the $175,000 annual limitation described in the offer letter.

PART III

Certain information required by Part III is incorporated by reference from Target's definitive Proxy Statement to be filed on or about April 27, 2015 . Except for those portions specifically incorporated in this Form 10-K by reference to Target's Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this Form 10-K.

Item 10. Directors, Executive Officers and Corporate Governance

The following sections of Target's Proxy Statement to be filed on or about April 27, 2015 , are incorporated herein by reference:


•	Item One--Election of Directors


•	Stock Ownership Information--Section 16(a) Beneficial Ownership Reporting Compliance


•	General Information About Corporate Governance and the Board of Directors


◦	Business Ethics and Conduct


◦	Committees


•	Questions and Answers About Our Annual Meeting and Voting-Question 14

See also Item 4A, Executive Officers of Part I hereof.

Item 11. Executive Compensation

The following sections of Target's Proxy Statement to be filed on or about April 27, 2015 , are incorporated herein by reference:


•	Compensation Discussion and Analysis


•	Compensation Tables


•	Compensation Committee Report

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following sections of Target's Proxy Statement to be filed on or about April 27, 2015 , are incorporated herein by reference:


•	Stock Ownership Information--


◦	Beneficial Ownership of Directors and Officers


◦	Beneficial Ownership of Target’s Largest Shareholders


•	Compensation Tables--Equity Compensation Plan Information

Item 13. Certain Relationships and Related Transactions, and Director Independence

The following sections of Target's Proxy Statement to be filed on or about April 27, 2015 , are incorporated herein by reference:


•	General Information About Corporate Governance and the Board of Directors--


◦	Policy on Transactions with Related Persons


◦	Director Independence


◦	Committees

Item 14. Principal Accountant Fees and Services

The following section of Target's Proxy Statement to be filed on or about April 27, 2015 , is incorporated herein by reference:


•	Ratification of Appointment of Ernst & Young LLP As Independent Registered Public Accounting Firm-Audit and Non-Audit Fees

PART IV

Item 15. Exhibits, Financial Statement Schedules

The following information required under this item is filed as part of this report:


a)	Financial Statements


•	Consolidated Statements of Operations for the Years Ended January 31, 2015, February 1, 2014 and February 2, 2013


•	Consolidated Statements of Comprehensive Income for the Years Ended January 31, 2015, February 1, 2014 and February 2, 2013


•	Consolidated Statements of Financial Position at January 31, 2015 and February 1, 2014


•	Consolidated Statements of Cash Flows for the Years Ended January 31, 2015, February 1, 2014 and February 2, 2013


•	Consolidated Statements of Shareholders' Investment for the Years Ended January 31, 2015, February 1, 2014 and February 2, 2013


•	Notes to Consolidated Financial Statements


•	Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

Financial Statement Schedules

None.

Other schedules have not been included either because they are not applicable or because the information is included elsewhere in this Report.


b)	Exhibits



(2)A	†	Amended and Restated Transaction Agreement dated September 12, 2011 among Zellers Inc., Hudson's Bay Company, Target Corporation and Target Canada Co. (1)
B	†	First Amending Agreement dated January 20, 2012 to Amended and Restated Transaction Agreement among Zellers Inc., Hudson's Bay Company, Target Corporation and Target Canada Co. (2)
C		Second Amending Agreement dated June 18, 2012 to Amended and Restated Transaction Agreement among Zellers Inc., Hudson's Bay Company, Target Corporation and Target Canada Co. (3)
D		Third Amending Agreement dated June 18, 2012 to Amended and Restated Transaction Agreement among Zellers Inc., Hudson's Bay Company, Target Corporation and Target Canada Co. (4)
E	†	Fourth Amending Agreement dated December 14, 2012 to Amended and Restated Transaction Agreement among Zellers Inc., Hudson's Bay Company, Target Corporation and Target Canada Co. (5)
F	‡	Purchase and Sale Agreement dated October 22, 2012 among Target National Bank, Target Receivables LLC, Target Corporation and TD Bank USA, N.A. (6)
G	‡	First Amendment to Purchase and Sale Agreement dated March 13, 2013 among Target National Bank, Target Receivables LLC, Target Corporation and TD Bank USA, N.A. (7)
(3)A		Amended and Restated Articles of Incorporation (as amended through June 9, 2010) (8)
B		By-Laws (as amended through September 9, 2009) (9)
(4)A		Indenture, dated as of August 4, 2000 between Target Corporation and Bank One Trust Company, N.A. (10)
B		First Supplemental Indenture dated as of May 1, 2007 to Indenture dated as of August 4, 2000 between Target Corporation and The Bank of New York Trust Company, N.A. (as successor in interest to Bank One Trust Company N.A.) (11)
C		Target agrees to furnish to the Commission on request copies of other instruments with respect to long-term debt.
(10)A	*	Target Corporation Officer Short-Term Incentive Plan (12)
B	*	Target Corporation Long-Term Incentive Plan (as amended and restated effective June 8, 2011) (13)
C	*	Target Corporation SPP I (2011 Plan Statement) (as amended and restated effective June 8, 2011) (14)
D	*	Target Corporation SPP II (2011 Plan Statement) (as amended and restated effective June 8, 2011) (15)
E	*	Target Corporation SPP III (2014 Plan Statement) (as amended and restated effective January 1, 2014) (16)
F	*	Target Corporation Officer Deferred Compensation Plan (as amended and restated effective June 8, 2011) (17)
G	*	Target Corporation Officer EDCP (2015 Plan Statement) (as amended and restated effective January 1, 2015)
H	*	Target Corporation Deferred Compensation Plan Directors (18)
I	*	Target Corporation DDCP (2013 Plan Statement) (as amended and restated effective December 1, 2013) (19)
J	*	Target Corporation Officer Income Continuance Policy Statement (as amended and restated effective June 8, 2011) (20)
K	*	Target Corporation Executive Excess Long Term Disability Plan (as restated effective January 1, 2010 (21)
L	*	Director Retirement Program (22)
M	*	Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (23)
N	*	Amendment to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (24)



O		Five-Year Credit Agreement dated as of October 14, 2011 among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein (25)
P		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 (26)
Q		Second Extension and Amendment dated September 3, 2013 to Five-Year Credit Agreement among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein (27)
R		Third Amendment dated January 5, 2015 to Five-Year Credit Agreement among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein
S		DIP Facility Term Sheet dated January 14, 2015 among Target Corporation, as DIP Lender, and Target Canada Co. and its subsidiaries listed therein
T	w	Credit Card Program Agreement dated October 22, 2012 among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A. (28)
U	*	Target Corporation 2011 Long-Term Incentive Plan (29)
V	*	Form of Amended and Restated Executive Non-Qualified Stock Option Agreement
W	*	Form of Executive Restricted Stock Unit Agreement
X	*	Form of Executive Performance-Based Restricted Stock Unit Agreement
Y	*	Form of Executive Performance Share Unit Agreement
Z	*	Form of Non-Employee Director Non-Qualified Stock Option Agreement (30)
AA	*	Form of Non-Employee Director Restricted Stock Unit Agreement
BB	*	Form of Cash Retention Award (31)
CC	*	Advisory Period Letter to Gregg W. Steinhafel, dated May 21, 2014 (32)
DD	*	Restricted Stock Unit Agreement with John J. Mulligan, effective as of May 22, 2014 (33)
EE	*	Employment Offer Letter to Brian C. Cornell, dated July 26, 2014 (34)
FF	*	Make-Whole Restricted Stock Unit Agreement with Brian C. Cornell, effective as of August 21, 2014 (35)
GG	*	Make-Whole Performance-Based Restricted Stock Unit Agreement with Brian C. Cornell, effective as of August 21, 2014 (36)
HH	*	Aircraft Time Sharing Agreement as of March 13, 2015 among Target Corporation and Brian C. Cornell
(12)		Statements of Computations of Ratios of Earnings to Fixed Charges
(21)		List of Subsidiaries
(23)		Consent of Independent Registered Public Accounting Firm
(24)		Powers of Attorney
(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 Pursuant to Section 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 Pursuant to Section 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

Copies of exhibits will be furnished upon written request and payment of Registrant's reasonable expenses in furnishing the exhibits.

_____________________________________________________________________


†	Excludes the Disclosure Letter and Schedule A referred to in the agreement, Exhibits A and B to the First Amending Agreement, and Exhibit A to the Fourth Amending Agreement which Target Corporation agrees to furnish supplementally to the Securities and Exchange Commission upon request.


‡	Excludes Schedules A through N, Annex A and Exhibits A-1 through C-2 referred to in the agreement and First Amendment, which Target Corporation agrees to furnish supplementally to the Securities and Exchange Commission upon request.


w	Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.


*	Management contract or compensation plan or arrangement required to be filed as an exhibit to this Form 10-K.


(1)	Incorporated by reference to Exhibit (2)A to Target's Form 10-Q Report for the quarter ended October 29, 2011.


(2)	Incorporated by reference to Exhibit (2)B to Target's Form 10-K Report for the year ended January 28, 2012.


(3)	Incorporated by reference to Exhibit (2)C to Target's Form 10-Q Report for the quarter ended July 28, 2012.


(4)	Incorporated by reference to Exhibit (2)D to Target's Form 10-Q Report for the quarter ended July 28, 2012.


(5)	Incorporated by reference to Exhibit (2)E to Target's Form 10-K Report for the year ended February 2, 2013.


(6)	Incorporated by reference to Exhibit (2)E to Target's Form 10-Q Report for the quarter ended October 27, 2012.


(7)	Incorporated by reference to Exhibit (2)G to Target's Form 8-K Report filed March 13, 2013.


(8)	Incorporated by reference to Exhibit (3)A to Target's Form 8-K Report filed June 10, 2010.


(9)	Incorporated by reference to Exhibit (3)B to Target's Form 8-K Report filed September 10, 2009.


(10)	Incorporated by reference to Exhibit 4.1 to Target's Form 8-K Report filed August 10, 2000.


(11)	Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K Report filed May 1, 2007.


(12)	Incorporated by reference to Appendix A to the Registrant's Proxy Statement filed April 30, 2012.


(13)	Incorporated by reference to Exhibit (10)B to Target's Form 10-Q Report for the quarter ended July 30, 2011.


(14)	Incorporated by reference to Exhibit (10)C to Target's Form 10-Q Report for the quarter ended July 30, 2011.


(15)	Incorporated by reference to Exhibit (10)D to Target's Form 10-Q Report for the quarter ended July 30, 2011.


(16)	Incorporated by reference to Exhibit (10)E to Target's Form 10-K Report for the year ended February 1, 2014.


(17)	Incorporated by reference to Exhibit (10)F to Target's Form 10-Q Report for the quarter ended July 30, 2011.


(18)	Incorporated by reference to Exhibit (10)I to Target's Form 10-K Report for the year ended February 3, 2007.


(19)	Incorporated by reference to Exhibit (10)I to Target's Form 10-K Report for the year ended February 1, 2014.


(20)	Incorporated by reference to Exhibit (10)J to Target's Form 10-Q Report for the quarter ended July 30, 2011.


(21)	Incorporated by reference to Exhibit (10)A to Target's Form 10-Q Report for the quarter ended October 30, 2010.


(22)	Incorporated by reference to Exhibit (10)O to Target's Form 10-K Report for the year ended January 29, 2005.


(23)	Incorporated by reference to Exhibit (10)O to Target's Form 10-K Report for the year ended January 31, 2009.


(24)	Incorporated by reference to Exhibit (10)AA to Target's Form 10-Q Report for the quarter ended July 30, 2011.


(25)	Incorporated by reference to Exhibit (10)O to Target's Form 10-Q Report for the quarter ended October 29, 2011.


(26)	Incorporated by reference to Exhibit (10)AA to Target's Form 10-Q Report for the quarter ended October 27, 2012.


(27)	Incorporated by reference to Exhibit (10)Y to Target’s Form 10-Q Report for the quarter ended November 2, 2013.


(28)	Incorporated by reference to Exhibit (10)X to Target’s Form 10-Q/A Report for the quarter ended May 4, 2013.


(29)	Incorporated by reference to Appendix A to Target's Proxy Statement filed April 28, 2011.


(30)	Incorporated by reference to Exhibit (10)EE to Target's Form 8-K Report filed January 11, 2012.


(31)	Incorporated by reference to Exhibit (10)W to Target’s Form 10-K Report for year ended February 2, 2013.


(32)	Incorporated by reference to Exhibit (10)AA to Target's Form 10-Q Report for the quarter ended August 2, 2014.


(33)	Incorporated by reference to Exhibit (10)BB to Target's Form 10-Q Report for the quarter ended August 2, 2014.


(34)	Incorporated by reference to Exhibit (10)CC to Target's Form 10-Q Report for the quarter ended August 2, 2014.


(35)	Incorporated by reference to Exhibit (10)DD to Target's Form 10-Q Report for the quarter ended August 2, 2014.


(36)	Incorporated by reference to Exhibit (10)EE to Target's Form 10-Q Report for the quarter ended August 2, 2014.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Target has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




	TARGET CORPORATION
	By:
Dated: March 13, 2015		John J. Mulligan Executive Vice President, Chief Financial Officer and Chief Accounting Officer

___________________________________________________________________________________________________________________

Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of Target and in the capacities and on the dates indicated.




Dated: March 13, 2015	Brian C. Cornell Chairman of the Board and Chief Executive Officer




Dated: March 13, 2015	John J. Mulligan Executive Vice President, Chief Financial Officer and Chief Accounting Officer



ROXANNE S. AUSTIN DOUGLAS M. BAKER, JR. CALVIN DARDEN HENRIQUE DE CASTRO JAMES A. JOHNSON	MARY E. MINNICK ANNE M. MULCAHY DERICA W. RICE KENNETH L. SALAZAR JOHN G. STUMPF	Constituting a majority of the Board of Directors

John J. Mulligan, by signing his name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the Directors named, filed with the Securities and Exchange Commission on behalf of such Directors, all in the capacities and on the date stated.



	By:
Dated: March 13, 2015		John J. Mulligan Attorney-in-fact

Exhibit Index



Exhibit	Description	Manner of Filing
(2)A	Amended and Restated Transaction Agreement dated September 12, 2011 among Zellers Inc., Hudson's Bay Company, Target Corporation and Target Canada Co.	Incorporated by Reference
(2)B	First Amending Agreement dated January 20, 2012 to Amended and Restated Transaction Agreement among Zellers Inc., Hudson's Bay Company, Target Corporation and Target Canada Co.	Incorporated by Reference
(2)C	Second Amending Agreement dated June 18, 2012 to Amended and Restated Transaction Agreement among Zellers Inc., Hudson's Bay Company, Target Corporation and Target Canada Co.	Incorporated by Reference
(2)D	Third Amending Agreement dated June 18, 2012 to Amended and Restated Transaction Agreement among Zellers Inc., Hudson's Bay Company, Target Corporation and Target Canada Co.	Incorporated by Reference
(2)E	Fourth Amending Agreement dated December 14, 2012 to Amended and Restated Transaction Agreement among Zellers Inc., Hudson's Bay Company, Target Corporation and Target Canada Co.	Incorporated by Reference
(2)F	Purchase and Sale Agreement dated October 22, 2012 among Target National Bank, Target Receivables LLC, Target Corporation and TD Bank USA, N.A.	Incorporated by Reference
(2)G	First Amendment to Purchase and Sale Agreement dated March 13, 2013 among Target National Bank, Target Receivables LLC, Target Corporation and TD Bank USA, N.A.	Incorporated by Reference
(3)A	Amended and Restated Articles of Incorporation (as amended June 9, 2010)	Incorporated by Reference
(3)B	By-Laws (as amended through September 9, 2009)	Incorporated by Reference
(4)A	Indenture, dated as of August 4, 2000 between Target Corporation and Bank One Trust Company, N.A.	Incorporated by Reference
(4)B	First Supplemental Indenture dated as of May 1, 2007 to Indenture dated as of August 4, 2000 between Target Corporation and The Bank of New York Trust Company, N.A. (as successor in interest to Bank One Trust Company N.A.)	Incorporated by Reference
(4)C	Target agrees to furnish to the Commission on request copies of other instruments with respect to long-term debt.	Filed Electronically
(10)A	Target Corporation Officer Short-Term Incentive Plan	Incorporated by Reference
(10)B	Target Corporation Long-Term Incentive Plan (as amended and restated effective June 8, 2011)	Incorporated by Reference
(10)C	Target Corporation SPP I (2011 Plan Statement) (as amended and restated effective June 8, 2011)	Incorporated by Reference
(10)D	Target Corporation SPP II (2011 Plan Statement) (as amended and restated effective June 8, 2011)	Incorporated by Reference
(10)E	Target Corporation SPP III (2014 Plan Statement) (as amended and restated effective January 1, 2014)	Incorporated by Reference
(10)F	Target Corporation Officer Deferred Compensation Plan (as amended and restated effective June 8, 2011)	Incorporated by Reference
(10)G	Target Corporation Officer EDCP (2015 Plan Statement) (as amended and restated effective January 1, 2015)	Filed Electronically
(10)H	Target Corporation Deferred Compensation Plan Directors	Incorporated by Reference
(10)I	Target Corporation DDCP (2013 Plan Statement) (as amended and restated effective December 1, 2013)	Incorporated by Reference
(10)J	Target Corporation Officer Income Continuance Policy Statement (as amended and restated effective June 8, 2011)	Incorporated by Reference
(10)K	Target Corporation Executive Excess Long Term Disability Plan (as restated effective January 1, 2010)	Incorporated by Reference
(10)L	Director Retirement Program	Incorporated by Reference



(10)M	Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009)	Incorporated by Reference
(10)N	Amendment to Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009)	Incorporated by Reference
(10)O	Five-Year Credit Agreement dated as of October 14, 2011 among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein	Incorporated by Reference
(10)P	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	Incorporated by Reference
(10)Q	Second Extension and Amendment dated September 3, 2013 to Five-Year Credit Agreement among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein	Incorporated by Reference
(10)R	Third Amendment dated January 5, 2015 to Five-Year Credit Agreement among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein	Filed Electronically
(10)S	DIP Facility Term Sheet dated January 14, 2015 among Target Corporation, as DIP Lender, and Target Canada Co. and its subsidiaries listed therein	Filed Electronically
(10)T	Credit Card Program Agreement dated October 22, 2012 among Target Corporation, Target Enterprise, Inc. and TD Bank USA, N.A.	Incorporated by Reference
(10)U	Target Corporation 2011 Long-Term Incentive Plan	Incorporated by Reference
(10)V	Form of Amended and Restated Executive Non-Qualified Stock Option Agreement	Filed Electronically
(10)W	Form of Executive Restricted Stock Unit Agreement	Filed Electronically
(10)X	Form of Executive Performance-Based Restricted Stock Unit Agreement	Filed Electronically
(10)Y	Form of Executive Performance Share Unit Agreement	Filed Electronically
(10)Z	Form of Non-Employee Director Non-Qualified Stock Option Agreement	Incorporated by Reference
(10)AA	Form of Non-Employee Director Restricted Stock Unit Agreement	Filed Electronically
(10)BB	Form of Cash Retention Award	Incorporated by Reference
(10)CC	Advisory Period Letter to Gregg W. Steinhafel, dated May 21, 2014	Incorporated by Reference
(10)DD	Restricted Stock Unit Agreement with John J. Mulligan, effective as of May 22, 2014	Incorporated by Reference
(10)EE	Employment Offer Letter to Brian C. Cornell, dated July 26, 2014	Incorporated by Reference
(10)FF	Make-Whole Restricted Stock Unit Agreement with Brian C. Cornell, effective as of August 21, 2014	Incorporated by Reference
(10)GG	Make-Whole Performance-Based Restricted Stock Unit Agreement with Brian C. Cornell, effective as of August 21, 2014	Incorporated by Reference
(10)HH	Aircraft Time Sharing Agreement as of March 13, 2015 among Target Corporation and Brian C. Cornell	Filed Electronically
(12)	Statements of Computations of Ratios of Earnings to Fixed Charges	Filed Electronically
(21)	List of Subsidiaries	Filed Electronically
(23)	Consent of Independent Registered Public Accounting Firm	Filed Electronically
(24)	Powers of Attorney	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 Pursuant to Section 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 Pursuant to Section 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

Exhibit (10)AA

Target Corporation 2011 Long-Term Incentive Plan

NON-EMPLOYEE DIRECTOR

RESTRICTED STOCK UNIT AGREEMENT

1. Definitions . Except as otherwise provided in this Agreement, the defined terms used in this Agreement shall have the same meaning as in the Plan. The term “Committee” shall also include those persons to whom authority has been delegated under the Plan.

2. Grant of RSUs . Subject to the relevant terms of the Plan and this Agreement, as of the Grant Date, the Company has granted the Director the number of RSUs set forth in the Award Letter.

3. Vesting Schedule . Beginning with the calendar quarter in which the Grant Date occurs, 25% of the RSUs shall vest on the last day of each calendar quarter of the year in which the Grant Date occurs (i.e., March 31, June 30, September 30 and December 31) and any remaining RSUs shall become fully vested on December 31 of the year in which the Grant Date occurs (the “Final Vesting Date”).

4. Circumstances that Accelerate the Vesting Date . All unvested RSUs subject to this Agreement shall become immediately vested if the Director ceases to be a member of the Board due to (a) death, (b) Disability, (c) reaching the mandatory retirement age for members of the Board, or (d) reaching the maximum term limit for members of the Board.

In the event a Change in Control occurs prior to the Final Vesting Date, a pro-rata portion of the RSUs shall become immediately vested, to the extent not already vested. For this purpose a pro-rata portion of the RSUs shall be determined by multiplying the aggregate RSUs subject to the Award by a fraction, the numerator of which is the number of months that have elapsed since the Grant Date (rounded to the nearest whole month) and the denominator is 12.

5. Effect of Ceasing to be a Member of the Board . In the event that the Director ceases to be a member of the Board for any reason prior to the Final Vesting Date, except as specifically provided in this Agreement, the unvested portion of the Award shall be forfeited.

6. Dividend Equivalents . The Director shall have the right to receive additional RSUs with a value equal to the regular cash dividend paid on one Share for each RSU held pursuant to this Agreement prior to the conversion of RSUs and issuance of Shares pursuant to Section 7. The number of additional RSUs to be received as dividend equivalents for each RSU held shall be determined by dividing the cash dividend per share by the Fair Market Value of one Share on the dividend payment date; provided, however, that for purposes of avoiding the issuance of fractional RSUs, on each dividend payment date the additional RSUs issued as dividend equivalents shall be rounded up to the nearest whole number. All such additional RSUs received as dividend equivalents shall be fully vested upon issuance, and shall be converted into Shares on the basis and at the time set forth in Section 7 hereof.

7. Conversion of RSUs and Issuance of Shares . The Director shall receive one Share for each vested RSU on the date that is as soon as administratively feasible, but not more than 90 days, following the Director’s death or other termination of service as a member of the Board and cessation of all contractual relationships as an independent contractor with the Company (or any other entity which would be treated as a single employer with the Company under Code Section 414(b) or 414(c)) which causes the Director to experience a “separation from service” within the meaning of Code Section 409A; provided, however, that in the event the Company determines that the Director is a “specified employee” under Code Section 409A (or successor provision) and that such distribution is subject to Code Section 409A(a)(2)(B), the issuance of the Director’s Shares will be suspended until six months after the Director’s separation from service, or if earlier, the Director’s death. Until such time as the Director’s RSUs have been converted into Shares pursuant to this Section 7, the RSUs will not carry any of the rights of share ownership and will not be entitled to vote or receive dividends (other than the right to receive dividend equivalents).

8. Limitations on Transfer . The Award shall not be sold, assigned, transferred, exchanged or encumbered by the Director other than pursuant to the terms of the Plan.

9. Service as a Member of the Board . Nothing in this Agreement, the Plan or the Award Letter shall give the Director any claim or right to continue as a member of the Board.

10. Governing Law; Venue; Jurisdiction . To the extent that federal laws do not otherwise control, this Agreement, the Award Letter, the Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Minnesota without regard to its conflicts-of-law principles and shall be construed accordingly. The exclusive forum and venue for any legal action arising out of or related to this Agreement shall be the United States District Court for the District of Minnesota, and the parties submit to the personal jurisdiction of that court. If neither subject matter nor diversity jurisdiction exists in the United States District Court for the District of Minnesota, then the exclusive forum and venue for any such action shall be the courts of the State of Minnesota located in Hennepin County, and the Director, as a condition of this Agreement, consents to the personal jurisdiction of that court.

11. Currencies and Dates . Unless otherwise stated, all dollars specified in this Agreement and the Award Letter shall be in U.S. dollars and all dates specified in this Agreement shall be U.S. dates.

12. Plan and Award Letter Incorporated by Reference; Electronic Delivery . The Plan, as hereafter amended from time to time, and the Award Letter shall be deemed to be incorporated into this Agreement and are integral parts hereof. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern. The Company or a third party designated by the Company may deliver to the Director by electronic means any documents related to his or her participation in the Plan. The Director acknowledges receipt of a copy of the Plan and the Award Letter.

[End of Agreement]

Exhibit (10)G

TARGET CORPORATION
OFFICER EDCP
(2015 PLAN STATEMENT)

Amended and Restated
Effective January 1, 2015

TARGET CORPORATION
OFFICER EDCP
(2015 Plan Statement)

TABLE OF CONTENTS



SECTION 1 INTRODUCTION; DEFINITIONS			1
1.1	Name of Plan; History		1
1.2	Definitions		2
	1.2.1	Account	2
	1.2.2	Affiliate	2
	1.2.3	Base Salary	2
	1.2.4	Beneficiary	2
	1.2.5	Board	2
	1.2.6	Bonus	2
	1.2.7	Certified Earnings	2
	1.2.8	Change-in-Control.	3
	1.2.9	Code	3
	1.2.10	[Intentionally left blank.]	4
	1.2.11	Company	4
	1.2.12	Company’s Fiscal Year	4
	1.2.13	Crediting Rate Alternative	4
	1.2.14	Deferral Credit	4
	1.2.15	Disabled	4
	1.2.16	Discretionary Credit	4
	1.2.17	Earnings Credit	4
	1.2.18	EDCP	4
	1.2.19	Effective Date	4
	1.2.20	Eligible Compensation	4
	1.2.21	Employee	4
	1.2.22	Enhancement	5
	1.2.23	ERISA	5
	1.2.24	ESBP	5
	1.2.25	ESBP Benefit	5
	1.2.26	ESBP Benefit Transfer Credits	5
	1.2.27	Newly Eligible Employee	5
	1.2.28	Officer	5
	1.2.29	Participant	5
	1.2.30	Participating Employer	5
	1.2.31	Performance Share Award	6
	1.2.32	Plan	6
	1.2.33	Plan Administrator	6
	1.2.34	Plan Rules	6
	1.2.35	Plan Statement	6
	1.2.36	Plan Year	6
	1.2.37	Restoration Match Credit	6
	1.2.38	Signing Bonus	6
	1.2.39	SPP Benefit	6
	1.2.40	SPP Benefit Transfer Credit	6
	1.2.41	Specified Employee	6



	1.2.42	Target 401(k) Plan	7
	1.2.43	Target Pension Plan	7
	1.2.44	Termination of Employment.	7
	1.2.45	Trust	7
	1.2.46	Unforeseeable Emergency	7
	1.2.47	Valuation Date	7
	1.2.48	Year of Service	8

SECTION 2 PARTICIPATION AND DEFERRAL ELECTIONS			9
2.1	Eligibility.		9
2.2	Special Rules for Participating Employees		9
2.3	Termination of Participation		9
2.4	Rehires and Transfers.		10
2.5	Effect on Employment.		10
2.6	Condition of Participation		10
2.7	Deferral Elections		11
2.8	Base Salary Deferrals		11
2.9	Bonus Deferrals		12
2.10	Performance Share Award Deferrals		12
2.11	Special Code Section 162(m) Deferral Elections		12
2.12	Cancellation of Deferral Elections.		13

SECTION 3 CREDITS TO ACCOUNTS			14
3.1	Elective Deferral Credit		14
3.2	Restoration Match Credit.		14
3.3	SPP Benefit Transfer Credits.		15
3.4	ESBP Benefit Transfer Credits.		16
3.5	Discretionary Credits		17

SECTION 4 ADJUSTMENTS OF ACCOUNTS			18
4.1	Establishment of Accounts		18
4.2	Adjustments of Accounts		18
4.3	Investment Adjustment		18
4.4	Enhancement.		18
4.5	Account Adjustments Upon a Change-in-Control or Plan Termination.		19

SECTION 5 VESTING			20
5.1	Deferral Credits and Restoration Match Credits		20
5.2	Discretionary Credits		20
5.3	Enhancement.		20
5.4	SPP Benefit Transfer Credit		20
5.5	ESBP Benefit Transfer Credit		20
5.6	Failure to Cooperate; Misinformation or Failure to Disclose		20

SECTION 6 DISTRIBUTION			21
6.1	Distribution Elections		21
6.2	General Rule		21
6.3	Six-Month Suspension for Specified Employees		24
6.4	Distribution on Account of Death; Distribution Following Death		24
6.5	Distribution on Account of Unforeseeable Emergency.		24
6.6	Designation of Beneficiaries.		25



6.7	Facility of Payment.	26
6.8	Tax Withholding	27
6.9	Payments Upon Rehire	27
6.10	Application for Distribution	27
6.11	Acceleration of Distributions	27
6.12	Delay of Distributions	27

SECTION 7 SOURCE OF PAYMENTS; NATURE OF INTEREST		28
7.1	Source of Payments.	28
7.2	Unfunded Obligation	28
7.3	Establishment of Trust	28
7.4	Spendthrift Provision	28
7.5	Compensation Recovery (Recoupment)	29

SECTION 8 ADOPTION, AMENDMENT AND TERMINATION		30
8.1	Adoption	30
8.2	Amendment.	30
8.3	Termination and Liquidation.	30

SECTION 9 CLAIM PROCEDURES		32
9.1	Claims Procedure	32
9.2	Rules and Regulations.	33
9.3	Limitations and Exhaustion.	34

SECTION 10 PLAN ADMINISTRATION		36
10.1	Plan Administration	36
10.2	Conflict of Interest	36
10.3	Service of Process	37
10.4	Choice of Law	37
10.5	Responsibility for Delegate	37
10.6	Expenses	37
10.7	Errors in Computations	37
10.8	Indemnification	37
10.9	Notice	37

SECTION 11 CONSTRUCTION		38
11.1	ERISA Status	38
11.2	IRC Status	38
11.3	Rules of Document Construction	38
11.4	References to Laws	38
11.5	Appendices	38

APPENDIX A		39

APPENDIX B		41

iii

SECTION 1

INTRODUCTION; DEFINITIONS

1.1 Name of Plan; History. This Plan (formerly known as the “Target Corporation SMG Executive Officer Deferred Compensation Plan) is a non-qualified, unfunded plan established for the purpose of allowing a select group of management or highly compensated employees to defer the receipt of income. This Plan was originally adopted effective as of January 1, 1997 and was amended at various times thereafter. Effective April 30, 2002, Participants in this Plan who were members of the Company’s Corporate Operating Committee received credits under this Plan equal to the present value of their benefit under the supplemental pension plans maintained by the Company. Each subsequent April, the Participant receives annual SPP Benefit Transfer Credits equal to the change in value of his or her benefit under the supplemental pension plans. Effective July 31, 2002, this program was extended to include all officers of the Company. Effective April 30, 2002, Participants in this Plan who were members of the Company’s Corporate Operating Committee received credits under this Plan equal to the present value of their benefit under the Company’s ESBP. Each subsequent April, Participants received annual credits equal to the change in value of his or her benefit under the ESBP. Effective October 28, 2005, all officers who had not previously received ESBP Benefit Transfer Credits, received a one-time transfer of the present value of their benefit under the ESBP. As of January 28, 2006, a one-time ESBP credit was made to certain executive committee members and no subsequent ESBP Benefit Transfer Credits were made to those receiving the one-time ESBP credit. From time to time, certain participants in the Target Corporation Deferred Compensation Plan – Senior Management Group (“ODCP”) and the Company negotiated to transfer the economic value of their benefit under ODCP to this Plan. Officers eligible to receive performance share awards granted in the fiscal years ending February 1, 2003 and January 31, 2004 had an opportunity to defer receipt of the value of the earned performance shares into this Plan at the end of the performance period. The performance period for the shares granted in 2003 ended February 3, 2007. The performance period for the shares granted in 2004 ended February 2, 2008. Effective January 1, 2005 (and other effective dates as specifically provided), this Plan was operated in compliance with Code section 409A. Effective January 29, 2006, members of the Company’s executive committee ceased to be eligible to receive enhanced earnings on their account balances. The Plan, which is intended to comply with Code section 409A, was amended and restated effective January 1, 2009. The Plan was amended and restated to incorporate the Company’s recoupment policy effective January 13, 2010. The Plan was amended and restated to reflect Plan administration and amendment changes authorized by the Board on November 10, 2010, to modify the Change in Control definition, and to set forth special provisions that are applicable to certain Participants who transfer to Canada, effective as of June 8, 2011. The Plan was amended and restated to reflect the replacement of the Stable Value Crediting Rate Alternative with the Intermediate-Term Bond Crediting Rate Alternative beginning June 6, 2012, effective as of June 5, 2012. The Plan was amended and restated to revise the method for distributing the final SPP Transfer Credit following a Termination of Employment for amounts accruing on or after January 1, 2014, to clarify the differences between “executive officer” and “member of the executive committee,” and to clarify the timing of certain post-death payments, effective December 1, 2013. The Plan was amended and restated effective January 1, 2014 to freeze that portion of the annual SPP Transfer Credit that arises from a positive accrual under SPP III after February 3, 2013 solely from treating the Participant as five years older than his or her actual age for purposes of determining the amount of the annual SPP Benefit Transfer Credit. This Plan Statement was amended and restated effective January 1, 2015 (i) to revise the participation rules for Participants who are transferred to Canada on a temporary basis, (ii) to modify the Restoration Match Credit determination to cover Participants who are entitled to differing qualified 401(k) plan matching contribution percentages, (iii) to change the phrase “member of the executive committee” to

“executive Officer” each place the phrase appears, and (iv) to define the term executive Officer to mean a Section 16 officer or executive officer as defined under Federal securities laws.

1.2 Definitions. When the following terms are used herein with initial capital letters, they shall have the following meanings:

1.2.1 Account. “Account” means the separate bookkeeping account representing the separate unfunded and unsecured general obligation of the Participating Employers established with respect to each person who is a Participant in this Plan. Within each Participant’s Account, separate subaccounts shall be maintained to the extent the Plan Administrator determines it to be necessary or desirable for the administration of this Plan.

1.2.2 Affiliate. An “Affiliate” is the Company and all persons, with whom the Company would be considered a single employer under Code section 414(b) or 414(c).

1.2.3 Base Salary. “Base Salary” with respect to a Plan Year means Certified Earnings as modified by the rules below:


(a)	the limits imposed by Code section 401(a)(17) will not apply;


(b)	deferrals under Section 2.8 of this Plan are included as Base Salary; and


(c)	Bonus and Signing Bonus amounts are not included as Base Salary.

1.2.4 Beneficiary. “Beneficiary” means an individual (human being), a trust that is a United Sates person within the meaning of the Code, a person that has been recognized as a charitable organization under Code section 170(b), or the Participant’s estate designated in accordance with Section 6.7 to receive all or a part of the Participant’s Account in the event of the Participant’s death prior to full distribution thereof. A person so designated shall not be considered a Beneficiary until the death of the Participant.

1.2.5 Board. “Board” is the Board of Directors of the Company, or such committee of the Board of Directors to which the Board of Directors of the Company has delegated the respective authority.

1.2.6 Bonus. “Bonus” with respect to a Plan Year means that portion of Certified Earnings that is equal to the amount payable under any regular incentive plan of a Participating Employer that is earned, or intended to be earned, over a period of at least a calendar year or fiscal year as modified by the rules below:


(a)	the limits imposed by Code section 401(a)(17) will not apply;


(b)	deferrals under Section 2.9 of this Plan are included as Bonus; and


(c)	Signing Bonus amounts are not included as Bonus.

1.2.7 Certified Earnings. “ Certified Earnings” has the same meaning as the defined term in the Target 401(k) Plan (determined without regard to the 30-day receipt rule); provided, however, “Certified Earnings” shall not include compensation that is accrued for any period following a Participant’s Termination of Employment.

1.2.8 Change in Control. “Change-in-Control” means one of the following:


(a)	Individuals who are Continuing Directors cease for any reason to constitute 50% or more of the directors of the Company; or


(b)	30% or more of the outstanding voting power of the Voting Stock of the Company is acquired or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by any Person, other than an entity resulting from a Business Combination in which clauses (x) and (y) of Section 1.2.8(c) apply; or

(c)

the consummation of a merger or consolidation of the Company with or into another entity, a statutory share exchange, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners (within the meaning of Rule 13d-3 under the Exchange Act) of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no Person beneficially owns, directly or indirectly, 30% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity); or


(d)	approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.

For purposes of this Section 1.2.8:

“Continuing Director” means an individual (A) who is, as of June 8, 2011, a director of the Company, or (B) who becomes a director of the Company after June 8, 2011, and whose initial appointment, or nomination for election by the Company’s shareholders, was approved by at least a majority of the then Continuing Directors; provided, however, that any individual whose initial assumption of office occurs as a result of either an actual or threatened contested election by any Person (other than the Board of Directors) seeking the election of such nominee in which the number of nominees exceeds the number of directors to be elected shall not be a Continuing Director;

“Person” means any individual, firm, corporation or other entity and shall include any group comprised of any person and any other person with whom such person or any affiliate or associate (as defined in Rule 14a-1(a) of the Exchange Act) of such person has

any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of any capital stock of the Company;

“Voting Stock” means all then-outstanding capital stock of the Company entitled to vote generally in the election of directors of the Company: and

“Exchange Act” means the Securities Exchange Act of 1934, as amended and in effect from time to time, and the regulations promulgated thereunder.

1.2.9 Code. “Code” means the Internal Revenue Code of 1986, as amended (including, when the context requires, all regulations, interpretations and rulings issued hereunder).

1.2.10 [Intentionally left blank.]

1.2.11 Company. “Company” means Target Corporation, a Minnesota corporation, or any successor thereto.

1.2.12 Company’s Fiscal Year. “Company’s Fiscal Year” means the period commencing on the Sunday that immediately follows the Saturday that is nearest to the last day in January through the Saturday that is nearest to the last day in January in the following year.

1.2.13 Crediting Rate Alternative. “Crediting Rate Alternative” means a hypothetical investment option used for the purpose of measuring income, gains and losses to the Accounts of Participants (as if the Accounts had in fact been so invested). The Crediting Rate Alternatives shall be designated in writing by the Plan Administrator.

1.2.14 Deferral Credit. A “Deferral Credit” is the amount credited to a Participant’s Account pursuant to Section 3.1.

1.2.15 Disabled. A Participant will be “Disabled” if he or she has become entitled to receive disability income benefits under the provisions of the Social Security Act.

1.2.16 Discretionary Credit. A “Discretionary Credit” is the amount credited to a Participant’s Account pursuant to Section 3.5.

1.2.17 Earnings Credit. “Earnings Credit” means the investment adjustment credited to a Participant’s Account pursuant to Section 4.3 or Section 4.5 as applicable.

1.2.18 EDCP. “EDCP” means the Target Corporation EDCP, a non-qualified, unfunded deferred compensation plan maintained by the Company and certain other Affiliates.

1.2.19 Effective Date. The “Effective Date” of this Plan Statement is January 1, 2014, except as otherwise provided.

1.2.20 Eligible Compensation. “Eligible Compensation” means, the Base Salary, Bonus and Performance Share Award that the Participant receives or is entitled to receive from his or her Participating Employer for services rendered.

1.2.21 Employee. An “Employee” is an individual who performs services for a Participating Employer as an employee of the Participating Employer (as classified by the

Participating Employer at the time the services are preformed and without regard to any subsequent reclassification) and does not include any individual who is classified an independent contractor.

1.2.22 Enhancement. “Enhancement” means an additional .1667% of investment earnings per month added to the applicable Crediting Rate Alternatives as provided in Section 4.4.

1.2.23 ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended (including, when the context requires, all regulations, interpretations and rulings issued thereunder).

1.2.24 ESBP. “ESBP” means the Target Corporation Post Retirement Executive Survivor Benefit Plan.

1.2.25 ESBP Benefit. “ESBP Benefit” means the actuarial lump sum present value of a Participant’s survivor benefit under the ESBP determined as of a particular determination date under Section 3.4 but without regard to whether the Participant had experienced either an “early retirement” or “normal retirement” under the Target Pension Plan as provided under the ESBP. The present value of such survivor benefit will be determined by the Company in its sole and absolute discretion based on such interest rates, mortality factors and other assumptions deemed appropriate by the Company.

1.2.26 ESBP Benefit Transfer Credits. “ESBP Benefit Transfer Credits” are the initial and annual credits to a Participant’s Account under Section 3.4.

1.2.27 Newly Eligible Employee. “Newly Eligible Employee” means an Employee who either (i) was not previously eligible to participate in this Plan or any other non-qualified, deferred compensation plans maintained by a Participating Employer or other Affiliate, (ii) had been paid all amounts previously deferred under all non-qualified, deferred compensation plans maintained by a Participating Employer or other Affiliate and had ceased to be eligible to continue to participate in such plans on or before the date of payment of all amounts due under such plans, or (iii) was not eligible to participate in any non-qualified deferred compensation plans (other than the accrual of earnings) maintained by a Participating Employer or other Affiliate at any time during the 24-month period ending on the date the Employee has again become eligible to participate in the Plan.

1.2.28 Officer. An “Officer” is any executive Officer and any other Employee who is designated and categorized as an officer of the Company or other Affiliate by the Company’s Chief Executive Officer. An executive Officer is any employee of the Company or other Affiliate who is an “officer” for purposes of Section 16 of the Securities Exchange Act of 1934 or an “executive officer” under Item 401 of Regulation S-K.

1.2.29 Participant. A “Participant” is an Employee who becomes a Participant in this Plan in accordance with the provisions of Section 2. An Employee who has become a Participant shall be considered to continue as a Participant in this Plan until the date when the Participant no longer has any Account under this Plan, or the date of the Participant’s death, if earlier.

1.2.30 Participating Employer. “Participating Employer” means the Company and each other Affiliate that, with the consent of the Plan Administrator, adopts this Plan. A

Participating Employer shall cease to be a Participating Employer on the date it ceases to be an Affiliate.

1.2.31 Performance Share Award. “Performance Share Award” means a performance share award issued under the Company’s Long-Term Incentive Plan of 1999 or the Company’s Long-Term Incentive Plan of 2004.

1.2.32 Plan. “Plan” means the nonqualified, unfunded income deferral program maintained by the Company and established for the benefit of Participants eligible to participate therein, as set forth in this Plan Statement. As used herein, “Plan” does not refer to the documents pursuant to which this Plan is maintained. That document is referred to herein as the “Plan Statement”. The Plan shall be referred to as the “Target Corporation Officer EDCP” (formerly known as the Target Corporation SMG Executive Deferred Compensation Plan).

1.2.33 Plan Administrator. “Plan Administrator” is the individual designated in Sec. 10.1.1, or, if applicable, its delegate.

1.2.34 Plan Rules. “Plan Rules” are rules, policies, practices or procedures adopted by the Plan Administrator or its delegate pursuant to Section 10.1.5.

1.2.35 Plan Statement. “ Plan Statement” means this document entitled “Target Corporation Officer EDCP (2014 Plan Statement),” as adopted by the Company, effective as of January 1, 2014, as the same may be amended from time to time.

1.2.36 Plan Year. “Plan Year” means the period from January 1 through December 31.

1.2.37 Restoration Match Credit. “Restoration Match Credit” is the amount credited to a Participant’s Account pursuant to Section 3.2.

1.2.38 Signing Bonus. “Signing Bonus” is the cash remuneration earned following a period of employment provided to certain new Employees related to their acceptance of employment with a Participating Employer.

1.2.39 SPP Benefit. “SPP Benefit” means the amount determined under Appendix A.

1.2.40 SPP Benefit Transfer Credit. “SPP Benefit Transfer Credit” is the amount credited to a Participant’s Account under Section 3.3.

1.2.41 Specified Employee. For purposes of complying with the requirements of Code section 409A(a)(2)(B)(i) (relating to the 6 month suspension of certain benefit distributions), an individual is a “Specified Employee” if on his or her Termination of Employment, the Company or other Affiliate has stock that is traded on an established securities market within the meaning of Code section 409A(a)(2)(B) and such individual is a “key employee” (defined below). For this purpose, an individual is a “key employee” during the 12-month period beginning on April 1 immediately following the calendar year in which the individual was employed by the Company and other Affiliates, and satisfied, at any time within such calendar year, the requirements of Code section 416(i)(1)(A)(i), (ii) or (iii) (without regard to Code section 416(i)(5)). An individual will not be treated as a Specified Employee if the individual is not required to be treated as a Specified Employee under Treasury Regulations issued under Code section 409A.

1.2.42 Target 401(k) Plan. “Target 401(k) Plan” means the tax-qualified defined contribution retirement plan, with a qualified cash or deferred arrangement, established by the Company for the benefit of employees eligible to participate therein, including both the Target Corporation 401(k) Plan and the Target Corporation Ventures 401(k) Plan.

1.2.43 Target Pension Plan. “Target Pension Plan” means the tax qualified defined benefit pension plan, established for the benefit of employees eligible to participate therein, and known as the Target Corporation Pension Plan, including any predecessor plan(s) or successor plan.

1.2.44 Termination of Employment.


(a)	For purposes of determining entitlement to or the amount of benefits under the Plan, “Termination of Employment” means a severance of a Participant’s employment relationship with each Participating Employer and all Affiliates, for any reason.

(b)

For purposes of determining when a distribution will be made under the Plan, a “Termination of Employment” will be deemed to occur if, based on the relevant facts and circumstances to the Participant, the Participating Employer, all Affiliates and Participant reasonably anticipate that the level of bona fide future services to be performed by the Participant for the Participating Employer and all Affiliates will permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36-month period.


(c)	A bona fide leave of absence that is six months or less, or during which an individual retains a reemployment right, will not cause a Termination of Employment. In the case of a leave of absence without a right of reemployment that exceeds the time periods described in this paragraph, a Termination of Employment will be deemed to occur once the leave of absence exceeds six months.


(d)	Notwithstanding the foregoing, a Termination of Employment shall not occur unless such termination also qualifies as a “separation from service,” as defined under Code section 409A and related guidance thereunder.

1.2.45 Trust. “Trust” means the Target Corporation Deferred Compensation Trust Agreement, dated January 1, 2009 by and between the Company and State Street Bank and Trust Company, as it is amended from time to time, or similar trust agreement.

1.2.46 Unforeseeable Emergency. “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (within the meaning of Code section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, but only if and to the extent such Unforeseeable Emergency constitutes an “unforeseeable emergency” under Code section 409A.

1.2.47 Valuation Date. “Valuation Date” means each business day on which the New York Stock Exchange is open.

1.2.48 Year of Service. A “Year of Service” means each 12-consecutive month period an individual is an Employee after the date the individual is first eligible to participate under this Plan or any other non-qualified deferred compensation plan maintained by a Participating Employer.

SECTION 2

PARTICIPATION AND DEFERRAL ELECTIONS

2.1 Eligibility .

2.1.1 An Employee is eligible to participate in this Plan on the first day of a Plan Year if, on such day, he or she:


(a)	is a “qualified employee” as that term is defined in the Target 401(k) Plan; and


(b)	is an Officer.

2.1.2 A Newly Eligible Employee is eligible to participate in this Plan on the date that is 30 days after the date he or she satisfies the requirements in Section 2.1.1.

2.1.3 An Employee shall, as a condition of participation in this Plan, complete such forms and make such elections in accordance with Plan Rules as the Plan Administrator may require. An Employee who satisfies the requirements of this Section 2.1 is eligible to participate in this Plan in accordance with and subject to the requirements of this Plan.

2.1.4 An Employee who has had a Termination of Employment as defined in Section 1.2.44(b), will not be eligible to make deferral elections for subsequent Plan Years until otherwise notified by the Plan Administrator. Any deferral election in effect at the time of such Termination of Employment will continue to apply with respect to any Eligible Compensation received from a Participating Employer or other Affiliate. Such Employee will still be eligible to receive credits, if any, pursuant to Sections 3.2, 3.3, 3.4 and 3.5.

2.2 Special Rules for Participating Employees. A Participant who transfers employment from one Participating Employer to another Affiliate, whether or not a Participating Employer will, for the duration of the Plan Year in which the transfer occurs, continue to participate in this Plan in accordance with the deferral election in effect at the time of such transfer. A Participant who is simultaneously employed with more than one Participating Employer will participate in this Plan as an Employee of each such Participating Employer on the basis of a single deferral election applied separately to his or her respective, Eligible Compensation from each Participating Employer.

2.3 Termination of Participation. Except as otherwise specifically provided in this Plan Statement or by the Plan Administrator, an Employee who ceases to satisfy the requirements of Section 2.1 is not eligible to continue to participate in the Plan, provided, that any deferral elections in effect, and irrevocable, will continue to apply with respect to any Eligible Compensation received from a Participating Employer or other Affiliate. The Participant’s Account will continue to be governed by the terms of the Plan until such time as the Participant’s Account balance is paid in accordance with the terms of the Plan. A Participant or Beneficiary will cease to be such as of the date on which his or her entire Account balance has been distributed.

2.4 Rehires and Transfers.

2.4.1 A Participant who incurs a Termination of Employment and is rehired during the same calendar year will continue Base Salary deferrals for such calendar year in accordance with his or her election in effect immediately prior to the Termination of Employment.

2.4.2 A Participant who incurs a Termination of Employment and is rehired prior to the later of the end of the Plan Year or the date the Bonus for such Plan Year is paid in cash, will continue Bonus Deferrals for such Plan Year in accordance with his or her election in effect immediately prior to the Termination of Employment.

2.4.3 Transfers from Non-Officer Plan . An Employee who is a Participant in the EDCP and is promoted to an Officer position will cease to be eligible to participate in the EDCP and will be eligible to participate in this Plan, subject to the following rules:


(a)	The Employee will become a Participant in this Plan immediately upon satisfying the requirements to participate hereunder.


(b)	The Employee’s deferral elections made under the EDCP will transfer to the Plan and continue as an election made under Section 2.


(c)	The Employee’s account maintained under the EDCP will be transferred to the Employee’s Account under this Plan.


(d)	The Employee’s distribution elections made under the EDCP (including any default distributions) will transfer to this Plan and continue as the distribution elections made under this Plan.


(e)	The Employee’s beneficiary designation made under the EDCP will be treated as the Employee’s Beneficiary designation under this Plan until changed in accordance with Section 6.7.

2.5 Effect on Employment.

2.5.1 Not a Term of Employment. Neither the terms of this Plan Statement nor the benefits under this Plan (including the continuance thereof) shall be a term of the employment of any Employee.

2.5.2 Not an Employment Contract. This Plan is not and shall not be deemed to constitute a contract of employment between any Participating Employer and any Employee or other person, nor shall anything herein contained be deemed to give any Employee or other person any right to be retained in any Participating Employer’s employ or in any way limit or restrict any Participating Employer’s right or power to discharge any Employee or other person at any time and to treat him or her without regard to the effect that such treatment might have upon him or her as a Participant in this Plan.

2.6 Condition of Participation

2.6.1 Cooperation. Each Participant shall cooperate with the Plan Administrator by furnishing any and all information requested by the Plan Administrator in order to facilitate the payment of benefits hereunder and taking such other relevant action as may be requested by the

Plan Administrator. If a Participant refuses to cooperate, neither the Company nor any Participating Employer shall have any further obligation to the Participant under this Plan, other than payment to such Participant of the aggregate amount of Eligible Compensation deferred under Section 3.1.

2.6.2 Plan Terms and Rules. Each Participant, as a condition of participation in this Plan, is bound by all the terms and conditions of this Plan and the Plan Rules.

2.7 Deferral Elections. An Employee who satisfies the eligibility requirements of Section 2 may, at the time and in the manner provided hereunder, elect to defer the receipt of his or her Eligible Compensation.

2.7.1 General Rule. Except as otherwise provided in this Plan, an election shall be made before the beginning of the Plan Year during which the Participant performs services for which the Eligible Compensation is earned. The election must designate the percentage of the Base Salary, Bonus or Performance Share Award which shall be deferred under this Plan. In accordance with Plan Rules, the Plan Administrator will determine the manner and timing required to file a deferral election. No deferral election shall be effective unless prior to the deadline for making such election, the Participant has filed with the Plan Administrator, in accordance with Plan Rules, an insurance consent form permitting the Participating Employer or Company to purchase and maintain life insurance coverage on the Employee with the Participating Employer or Company as the beneficiary. An election to defer Eligible Compensation for the Plan Year or other period is irrevocable once it has been accepted by the Plan Administrator and the deadline for making such election has expired, except as otherwise provided under this Plan.

2.7.2 Newly Eligible Employees. For a Newly Eligible Employee, the deferral election may be made after the first day of a Plan Year provided it is made within 30 days after becoming eligible to participate in this Plan. Such a deferral election by a Newly Eligible Employee is irrevocable once it has been received by the Plan Administrator and the deadline for making such election has expired, except as otherwise provided under this Plan. Such election will be effective with respect to Eligible Compensation payable for services performed after becoming eligible for this Plan and commencing with the next full pay period after the deferral election becomes irrevocable.

2.7.3 Terminations of Employment. A Participant who completes a deferral election in accordance with this Section 2.7, but who has a Termination of Employment prior to the expiration of the deadline for making such election, will be deemed to have made no deferral election for the respective period.

2.8 Base Salary Deferrals. A Participant’s election to defer Base Salary is subject to the following requirements:

2.8.1 A Base Salary deferral election will be effective with respect to the first paycheck issued during the Plan Year, including for the payroll period that includes the last day of the preceding Plan Year, and such election will remain in effect through the last paycheck issued during the Plan Year.

2.8.2 Except as provided in Section 2.11, the Base Salary deferral percentage may not exceed 80%.

2.9 Bonus Deferrals. A Participant’s election to defer his or her Bonus is subject to the following requirements:

2.9.1 A Bonus deferral election will be in effect for service periods that begin in the Plan Year immediately following the date the election becomes irrevocable and continue through the end of the Plan Year or if the Bonus is paid after such Plan Year, through the date the Bonus would have been paid in cash. Notwithstanding Section 2.7.2, a Newly Eligible Employee may not elect to defer a Bonus that is payable with respect to a service period that begins before the effective date of the Newly Eligible Employee’s deferral election.

2.9.2 Except as provided in Section 2.11, a Participant’s Bonus effective deferral percentage may not exceed 80%.

2.9.3 If the Plan Administrator determines that a Participant’s Bonus is “performance-based compensation” within the meaning of Code section 409A, then, consistent with Plan Rules, the Participant’s deferral election may be made no later than six months before the last day of the performance period during which the Bonus is earned.

2.9.4 If a Participant has a Termination of Employment before the end of the service period for any Bonus, but is still entitled to receive a bonus, the Participant’s existing Bonus deferral election will continue to apply.

2.10 Performance Share Award Deferrals. A Participant’s election to defer his or her Performance Share Award is subject to the following requirements:

2.10.1 The election is available for Performance Share Awards issued in the Company’s Fiscal Year ending in calendar year 2003 and 2004.

2.10.2 A Participant’s Performance Share Award deferral percentage may not exceed 100%.

2.10.3 If the Plan Administrator determines that a Participant’s Performance Share Award is “performance-based compensation” within the meaning of Code section 409A, then the Participant’s Performance Share Award deferral election must be made no later than twenty-four (24) months prior to the date the Performance Share Award would otherwise be paid in the form of cash or Company stock, or, if earlier, six (6) months before the end of the period over which the services giving rise to the Performance Share Award were performed.

2.10.4 The “Plan Committee” as defined under the Company’s Long Term Incentive Plan shall determine, in its sole and absolute discretion for each Plan Year during which a Performance Share Award is issued, whether Participants in any group or class are eligible to make deferral elections under this Section 2.10 with respect to a Performance Share Award.

2.11 Special Code Section 162(m) Deferral Elections. Notwithstanding Sections 2.8 and 2.9, a Participant who, prior to the beginning of a Plan Year, is identified by the Plan Administrator as a potential “covered employee” (within the meaning of Code section 162(m)) for the Company’s Fiscal Year either ending in or beginning in the Plan Year may:

2.11.1 Make a Base Salary deferral election for the Plan Year that consists of two parts:


(a)	the first part of the election will apply with respect to the first paycheck issued during the applicable Plan Year through the last paycheck issued prior to the end of the Company’s Fiscal Year ending in the Plan Year, and


(b)	the second part will apply to the paychecks issued after the beginning of the Company’s Fiscal Year beginning in such Plan Year and issued prior to the end of such Plan Year.

2.11.2 Make a separate Bonus deferral election for the Plan Year with respect to:


(a)	The Bonus amounts that satisfy the requirements of performance-based compensation under Code section 162(m), and


(b)	All other Bonus amounts as determined by the Plan Administrator.

The Plan Administrator will set the maximum Bonus deferral percentage in its sole discretion, on a Participant by Participant basis.

2.12 Cancellation of Deferral Elections.

2.12.1 401(k) Hardship. Notwithstanding any provisions in the Plan to the contrary, an election to defer under Sections 2.8, 2.9, and 2.10 will be cancelled to the extent necessary for the Participating Employer to comply with the hardship withdrawal provisions of such Participating Employer’s 401(k) plan.


(a)	An election to defer Base Salary amounts for the Plan Year during which the hardship withdrawal was made will be cancelled. Further, no Base Salary deferral election will be effective for the next Plan Year if the hardship withdrawal occurs after June 30, and on or before December 31 of the calendar year.


(b)	Any election to defer Bonus or Performance Share Award amounts in effect at the time of the hardship withdrawal will be cancelled. Further, no deferral election for a Bonus related to service in the next Plan Year will be effective if the hardship withdrawal occurs after June 30, and on or before December 31 of the calendar year.

2.12.2 Unforeseeable Emergency. Notwithstanding any provisions in the Plan to the contrary, an election to defer under Sections 2.8, 2.9, and 2.10 will be cancelled for the remaining portion of the Plan Year in the event the Participant has received a distribution on account of an Unforeseeable Emergency under Section 6.5. The revocation shall be made at the time and in the manner specified in Plan Rules and must otherwise comply with the requirements of Section 6.5.

SECTION 3

CREDITS TO ACCOUNTS

3.1 Elective Deferral Credit . The Plan Administrator shall credit to the Account of each Participant the amount, if any, of Eligible Compensation the Participant elected to defer pursuant to Section 2. Such amount shall be credited as nearly as practicable as of the time or times when the Eligible Compensation would have been paid to the Participant but for the election to defer.

3.2 Restoration Match Credit.

3.2.1 Eligibility for Credit . An Employee who satisfies the eligibility requirements of Section 2.1 during a Plan Year will receive a Restoration Match Credit for the Plan Year if he or she: (i) was actively employed and eligible to participate in this Plan on the last business day of the Plan Year; (ii) has experienced a Termination of Employment as defined under Section 1.2.44(a) during the Plan Year after attaining age 55 and completing five (5) “years of vesting service” as defined in the Target Pension Plan; (iii) has experienced a Termination of Employment as a result of death; or (iv) has become Disabled during such Plan Year.

3.2.2 Amount of Credit . A Participant who satisfies the requirements of Section 3.2.1 is entitled to a Restoration Match Credit equal to the sum of:


(a)	The maximum matching contribution percentage the Participant is eligible to receive on deferrals under the applicable Target 401(k) Plan multiplied by the Participant’s Base Salary and Bonus that is deferred under this Plan during the Plan Year; and


(b)	The maximum matching contribution percentage the Participant is eligible to receive on deferrals under the applicable Target 401(k) Plan multiplied by the Participant’s Plan Year Base Salary and Bonus that is not deferred under this Plan during the Plan Year and that exceeds the compensation limit in effect under Code section 401(a)(17) for such Plan Year;

provided, however, that: (y) no Restoration Match Credit shall be made for Base Salary or Bonus paid prior to the date the Participant became eligible to participate in the Target 401(k) Plan, and (z) the credit under this Section 3.2.2 will not exceed the amount of Deferral Credits made by the Participant under Section 3.1 during the Plan Year.

3.2.3 Crediting to Account . The Plan Administrator shall credit to a Participant’s Account as of the last business day of the Plan Year the amount of the Restoration Match Credit determined for the Plan Year for that Participant under Section 3.2.2.

3.2.4 Credit Upon Change-in-Control . Upon a Change-in-Control that causes the Plan to be terminated under Section 8.3.2, the Plan Administrator shall credit to a Participant’s Account as of the date of the Plan termination a Restoration Match Credit determined for the Plan Year for that Participant under Section 3.2.2 through such date. Any subsequent determination of the Restoration Match Credit during the same Plan Year will be made under Section 3.2.2, less any amounts previously credited under this Section 3.2.4.

3.3 SPP Benefit Transfer Credits.

3.3.1 Eligibility. A Participant who satisfies the eligibility requirements of Section 2.1 shall receive an SPP Benefit Transfer Credit under this Plan if he or she: (i) is classified as an Officer of the Company; and (ii) has a vested benefit under the Target Pension Plan, including a vested interest arising on account of the Participant’s death.

3.3.2 Initial SPP Benefit Transfer Credit.

(a)

A Participant who satisfies the requirements of Section 3.3.1 receives an initial SPP Benefit Transfer Credit on or about the April 30 (or immediately preceding business day) immediately following the calendar year in which the Participant becomes eligible under Section 3.3.1, in an amount equal to the actuarial lump sum present value on March 31 (or immediately preceding business day) for the Participant’s SPP Benefit accrued through the preceding December 31. In the case of Participant who is an Executive officer, such transfer will be made and determined on or about the last business day prior to the end of the Company’s Fiscal Year.


(b)	Upon a Plan termination on account of a Change-in-Control under Section 8.3.2, the Plan Administrator shall credit the initial SPP Benefit Transfer Credit to a Participant’s Account as of the Plan termination effective date in an amount equal to the actuarial lump sum present value on the Plan termination effective date.

3.3.3 Annual SPP Benefit Transfer Credit . A Participant who has received an initial SPP Benefit Transfer Credit under the Plan, who is eligible to receive credits pursuant to Section 3.3.1, and who is employed by a Participating Employer during a Plan Year will receive an annual SPP Benefit Transfer Credit to his or her Account under the Plan as follows:

(a)

For each Plan Year, the annual SPP Benefit Transfer Credit will be the difference between (i) the SPP Benefit determined as the last day of the Plan Year expressed as the actuarial lump sum present value on the determination date and (ii) the aggregate amount of the previous SPP Benefit Transfer Credits to the Participant’s Account increased by assumed earnings at an annual rate equal to the sum of the average of the applicable Stable Value Crediting Rate Alternative for the Plan Year plus two percent (2%) determined from the crediting date through the earlier of June 5, 2012 or the determination date and after June 5, 2012 at an annual rate equal to the sum of the average of the applicable Intermediate-Term Bond Crediting Rate Alternative for the Plan Year plus two percent (2%) from the later of June 5 or the crediting date through the determination date; provided that with respect to periods that a Participant does not receive the Enhancement on their Account, the annual rate will be equal to the average of the applicable Stable Value Crediting Rate Alternative, through June 5, 2012, or the Intermediate-Term Bond Crediting Rate Alternative, after June 5, 2012, as applicable.


(b)	If the amount of the annual or final SPP Benefit Transfer Credit is positive, a credit will be made to the Participant’s Account. If the amount of the SPP Benefit Transfer Credit is negative and (i) the Participant is an executive Officer on the determination date, or (ii) the Participant is an Employee and member of

the Board, but was formerly an executive Officer, then the Plan Administrator, in its sole discretion, may cause such Participant’s Account to be debited by such negative amount. The debit will be made pro rata among all distribution options of the Plan other than fixed payment dates.

(c)

The annual SPP Benefit Transfer Credit (including a negative credit) will be made to the Participant’s Account as of the April 30 (or immediately preceding business day) following the determination date. In the case of a Participant who is an executive Officer, the Plan Administrator, in its sole discretion, may cause such transfer will be made and determined on or about the last business day prior to the end of the Company’s Fiscal Year.


(d)	For purposes of this section, “determination date” means on or about March 31; provided that in the case of a Participant who is an executive Officer, the Plan Administrator, in its sole discretion, may cause the “determination date” to be on or about the last business day prior to the end of the Company’s Fiscal Year.


(e)	Upon a Plan termination on account of a Change-in-Control under Section 8.3.2, the Plan Administrator shall credit to a Participant’s Account as of the Plan termination effective date an SPP Benefit Transfer Credit as determined in this Section 3.3.3 as of the Plan termination effective date.


(f)	Notwithstanding the foregoing, a Participant’s final SPP Benefit Transfer Credit will be determined within 60 days following his or her Termination of Employment as defined under Section 1.2.44(a).


(g)	Notwithstanding the foregoing, determination of the amount of a Participant’s SPP Benefit Transfer Credit under Paragraph (b) is subject to the calculation of the Participant’s SPP III benefit, if any, under Section A-4.3 of Appendix A.

3.3.4 Forfeiture . A Participant’s SPP Benefit Transfer Credits under this Section 3.3 and corresponding earnings adjustments under Section 4 are subject to forfeiture at the time and in the amount provided under Sections 3.3.3(b) and 5.4 and Section A-5 of Appendix A.

3.4 ESBP Benefit Transfer Credits.

3.4.1 Eligibility . A Participant who satisfies Section 2.1, who has received an initial ESBP Benefit Transfer Credit under the Plan, who is employed by a Participating Employer during the a Plan Year, and who has provided advance written notice of his retirement/termination date prior to January 11, 2006 will receive an annual ESBP Benefit Transfer Credit to his Account under the Plan.

(a)

For each Plan Year, the annual ESBP Benefit Transfer Credit will be the difference between (i) the ESBP Benefit determined as of the last day of the Plan Year as expressed as the actuarial lump sum present value on the determination date, and (ii) the aggregate amount of the previous ESBP Benefit Transfer Credits to the Participant’s Account increased by earnings at an annual rate equal to the sum of the average of the applicable Stable Value Crediting Rate Alternatives plus two percent (2%), from the crediting dates through the earlier of June 5, 2012 or the determination date and after June 5, 2012 at an annual rate equal to the sum of the average of the applicable Intermediate-Term Bond

Crediting Rate Alternative for the Plan Year plus two percent (2%) from the later of June 5 or the crediting date through the determination date.


(b)	The credit to the Participant’s Account will be made as of the April 30 (or immediately preceding business day) following the determination date.


(c)	For purposes of this section, “determination date” means on or about March 30.


(d)	Upon a Change-in-Control, the Plan Administrator shall credit to a Participant’s Account as of the date of the Change-in-Control an ESBP Benefit Transfer Credit as determined in this Section 3.4. as of the date of the Change-in-Control.


(e)	Notwithstanding the foregoing, a final annual ESBP Benefit Transfer Credit will be made to the Participant’s Account 60 days following a Participant’s Termination of Employment as defined under Section 1.2.44(a).

3.4.2 Forfeiture . A Participant who has a Termination of Employment as defined under Section 1.2.44(a) prior to the attainment of age 55 and completion of 5 Years of Service will forfeit his or her ESBP Benefit Transfer Credits, and an amount of Earnings Credits and Enhancement equal to the investment adjustments that would have been credited on the ESBP Benefit Transfer Credits at the Stable Value Crediting Rate Alternative plus an annual rate of two percent (2%) through the earlier of June 5, 2012 or his or her Termination of Employment and for periods after June 5, 2012, at the Intermediate-Term Bond Crediting Rate Alternative plus an annual rate of two percent (2%). The amount to be forfeited will be made prorata among all distribution options of the Plan.

3.5 Discretionary Credits. The Company in its sole and absolute discretion may determine in writing for each Participant an amount that shall be credited the Participant’s Account as a Discretionary Credit. Any Discretionary Credit to an executive Officer will require the approval of the Compensation Committee of the Board. The Plan Administrator shall credit to a Participant’s Account the amount of a Participating Employer’s Discretionary Credit, if any, determined for that Participant under this Section. Such amount shall be credited as nearly as practicable as of the time or times fixed by the Participating Employer when awarding such credit. Any special provisions relating to Discretionary Credits made on behalf of a Participating Employer’s Employees will be set forth on an exhibit to the Plan Statement.

SECTION 4

ADJUSTMENTS OF ACCOUNTS

4.1 Establishment of Accounts. There shall be established for each Participant an Account which shall be adjusted as provided under Section 4.

4.2 Adjustments of Accounts . On each Valuation Date, the Plan Administrator shall cause the value of the Account (or subaccount) to be increased (or decreased) for distributions, withdrawals, credits, debits and investment income, gains or losses charged to the Account.

4.3 Investment Adjustment . The investment income, gains and losses shall be determined for the Accounts in accordance with the following:

4.3.1 Participant Elections . In accordance with Plan Rules and procedures established by the Plan Administrator, each Participant shall prospectively elect, as part of the initial enrollment process, and from time to time thereafter, one or more Crediting Rate Alternatives that shall be used to measure income, gains and losses until the next Valuation Date.

4.3.2 Default Rate . If a Participant fails to designate one or more Crediting Rate Alternatives to be used to measure income, gains and losses with respect to amounts credited to his or her Account, such amounts will be deemed to be invested in a default Crediting Rate Alternative designated by the Plan Administrator in accordance with Plan Rules.

4.3.3 Crediting . As of each Valuation Date, each Participant’s Account shall be adjusted for income, gains and losses as if the Account had in fact been invested in the Crediting Rate Alternative(s) so selected.

4.3.4 Responsibility for Investing Adjustments . The Plan Administrator will not be responsible in any manner to any Participant, Beneficiary or other person for any damages, losses or liabilities, costs or expenses of any kind arising in connection with any designation or elimination of a Crediting Rate Alternative or a Participant’s election of a Crediting Rate Alternative.

4.4 Enhancement.

4.4.1 General Rule. The Account of each Participant who is employed by the Company or other Affiliate for the entire calendar month will be credited by an amount equal to the Enhancement multiplied by the balance of the Account on the first day of the month. On the last business day of each month, this amount will be credited according to the Crediting Rate Alternatives in effect for new Deferral Credits.

4.4.2 Exception. The Plan Administrator, in its sole discretion, may determine that no Enhancement will be credited with respect to the Participant during the remainder of the Company’s Fiscal Year in which the Participant becomes an executive Officer or during any of the Company’s Fiscal Years beginning after the date the Participant becomes an executive Officer; provided that the Plan Administrator, in its sole discretion, can cause the forfeiture of the Enhancement credited to a Participant’s Account during the Company’s Fiscal Year in which a Participant initially becomes an executive Officer.

4.5 Account Adjustments Upon a Change-in-Control or Plan Termination.

4.5.1 In the event of a Plan termination following a Change-in-Control under Section 8.3.2 that causes a Trust to be established and funded pursuant to Section 7.3 where distribution of a Participant’s Account may not be made from the Trust within 60 days of the event because of restrictions imposed by Code section 409A, then the Participant’s Account as of the date of such event will no longer receive adjustments determined pursuant to Sections 4.3 and 4.4.

4.5.2 On and after the date of an event described in Section 4.5.1, the Account will have an investment adjustment determined at an annual rate equal to the sum of the 10-Year U.S. Treasury Note plus 2%. The 10-Year U.S. Treasury Note rate will be determined as of the date of the Plan termination under Section 8.3.2, or if no such rate is available on that date, the immediately preceding date such rate is available, and reset each calendar quarter as necessary.

SECTION 5

VESTING

5.1 Deferral Credits and Restoration Match Credits. Deferral Credits and Restoration Match Credits (and related Earnings Credits) of each Participant shall be fully (100%) vested and nonforfeitable at all times except as otherwise provided.

5.2 Discretionary Credits . A Participant will be vested in any Discretionary Credits (and related Earnings Credits) as provided by the Plan Administrator when such amounts are credited to the Participant’s Account.

5.3 Enhancement.

5.3.1 General Rule . Except as provided under Section 4.4.2, the Enhancement credited to a Participant’s Account will become fully vested and nonforfeitable upon the earliest occurrence of any of the following events while the Participant is still in the employment of a Participating Employer or other Affiliate: (i) the Participant’s death; (ii) the last day of the calendar month in which a Participant attains age sixty-five (65) years; (iii) the determination that the Participant is Disabled; (iv) the occurrence of a Change-in-Control; (v) the Participant’s completion of five (5) Years of Service; or (vi) such other date as provided in writing to a Participant from the Plan Administrator.

5.3.2 Forfeiture . Any forfeiture of the Enhancement will occur as soon as practicable after the Participant’s Termination of Employment. Forfeiture of the Enhancement that is not vested under Section 5.3.1 is limited to the aggregate amount of the Enhancement credited with respect to such amounts determined without regard to Earnings Credits on such Enhancement. The amount of the Enhancement to be forfeited will be debited prorata against the Participant’s distribution options.

5.4 SPP Benefit Transfer Credit . A Participant has a forfeiture of the SPP Benefit to the extent there is a debit as provided in Section 3.3 or Appendix A. The forfeiture amount will be debited against a Participant’s Account. The debit will be made prorata among all distribution options of the Plan.

5.5 ESBP Benefit Transfer Credit . A Participant has a forfeiture of the ESBP Benefit to the extent there is forfeiture as provided in Section 3.4.2. The forfeiture amount will be debited against a Participant’s Account. The debit will be made prorata among all the Participant’s distribution options under the Plan.

5.6 Failure to Cooperate; Misinformation or Failure to Disclose . A Participant’s Account is subject to forfeiture as provided under Sections 2.6.1.

SECTION 6

DISTRIBUTION

6.1 Distribution Elections. Except as otherwise specifically provided in this Plan, a Participant may irrevocably elect for each Plan Year the form and time of distribution of the credits made to his or her Account for such Plan Year.

6.2 General Rule. A Participant’s distribution election relating to Deferral Credits must be made prior to the date the Participant’s deferral election becomes irrevocable. The election shall be made in the form and manner prescribed by Plan Rules. Distribution elections for Base Salary deferrals will also apply to Restoration Match Credits related to the same Plan Year. Earnings Credits and Enhancements will be distributed in the same form and time as in effect for the related Account credit. All Discretionary Credits will be distributed in the form of a single lump sum as of the time determined under Section 6.2.2(b).

6.2.1 Form of Distribution . The Participant may elect among the following forms of distribution.


(a)	Installments. A series of annual installments made over either five (5) years or ten (10) years commencing at a time provided under Section 6.2.2(a) or (b). For purposes of Code section 409A, installment payments will be treated as a series of separate payments at all times.


(b)	Lump Sum. A single lump sum payment.

6.2.2 Time of Payment . The Participant may elect among the distribution commencement times described in this section; provided that: (y) SPP Benefit Transfer Credits determined pursuant to Appendix A, Section A-4.3 will be distributed as provided in Section 6.2.5(b), and (z) SPP Benefit Transfer Credits, other than those pursuant to Appendix A, Section A-4.3, as well as unvested ESBP Benefit Transfer Credits may not be distributed on a fixed payment date as described in paragraph (c).


(a)	Termination of Employment. Within 60 days following the Participant’s Termination of Employment, other than on account of death.


(b)	One-Year Anniversary of Termination of Employment. Within 60 days following the one-year anniversary of the Participant’s Termination of Employment, other than on account of death.

(c)

Fixed Payment Date. Within 60 days of January 1 of the calendar year elected by the Participant at the time of deferral. If a Participant has a Termination of Employment as defined in Section 1.2.44 prior to the fixed payment date, such amount shall be paid on the earlier of: (i) within 60 days following January 1 in the tenth year following the year of the Termination of Employment, or (ii) January 1 of the calendar year elected by the Participant at the time of deferral. The Plan Administrator will establish Plan Rules, procedures and limitations on establishing the number and times of the fixed payment dates available for Participants to elect.


(d)	Payouts in 2008 and 2009. During 2007 and 2008, consistent with transition relief available under Code section 409A, and subject to Plan Rules:


(i)	Participants had an opportunity to elect during 2007 to receive a distribution of all or a portion of their Account valued as of December 31, 2007 to be distributed in January 2008.

(ii)

Participants had an opportunity to elect during 2007 to receive a distribution of all or a portion of their Bonus Deferral Credits for 2007 and Performance Share Awards in 2004, if any, to be credited under this Plan in 2008, to be distributed on the date such Bonus Deferral Credits or Performance Share Awards would otherwise have been credited to this Plan, or, with respect to such Performance Share Awards, such other date as specified in the election form.


(iii)	Participants had an opportunity to elect during 2008 to receive a distribution of all or a portion of their Account valued as of December 31, 2008 to be distributed in January 2009.


(iv)	Participants had an opportunity to elect during 2008 to receive a distribution of all or a portion of their Bonus Deferral Credits for 2008, if any, to be credited under this Plan in 2009, to be distributed on the date such Bonus Deferral Credits would otherwise have been credited to this Plan.

6.2.3 Installment Amounts. The amount of the annual installments shall be determined by dividing the amount of the vested portion of the Account as of the most recent Valuation Date preceding the date the installment is being paid by the number of remaining installment payments to be made (including the payment being determined).

6.2.4 Small Benefit. Subject to Section 6.3, in the event that the vested Account balance of a Participant who has died or experienced a Termination of Employment under the Plan is less than the applicable dollar amount under Code section 402(g)(1)(B) for that Plan Year as of the date on which the Plan Administrator makes such determinations, the Plan Administrator (on behalf of the Company) reserves the right to have the Participant’s entire Account paid in the form of a single lump sum payment, provided the Plan Administrator’s exercise of discretion (on behalf of the Company) complies with the requirements of Treas. Reg. Sec. 1.409A-3(j)(4)(v).

6.2.5 Default. If for any reason a Participant shall have failed to make a timely designation of the form or time of distribution with respect to credits for a Plan Year (including reasons entirely beyond the control of the Participant), except as provided in Section 6.2.6, the distribution shall be made as indicated below:


(a)	In the case of SPP Benefit Transfer Credits, other than those pursuant to Appendix A, Section A-4.3 - a single lump sum within 60 days following the one-year anniversary of the Participant’s Termination of Employment.


(b)	In the case of SPP Benefit Transfer Credits pursuant to Appendix A, Section A-4.3:


(i)	Twenty-four (24) monthly installment payments commencing within 60 days following the Participant’s Termination of Employment;

(ii)

Each monthly installment payment will be determined by dividing: (A) the amount of the vested portion of the Account attributable to Appendix A, Section A-4.3 and an amount of Earnings Credits equal to the investment adjustment that would have been credited on such SPP Benefit Transfer Credits at the Stable Value Crediting Rate Alternative through the most recent Valuation Date preceding the earlier of June 5, 2012 or date the installment is due, and after June 5, 2012, at the Intermediate-Term Bond Crediting Rate Alternative through the most recent Valuation Date preceding the date the installment is due, by (B) twenty-four (24), less the number of monthly installment payments that have previously been made from the Plan.


(c)	In all other cases - a single lump sum payment within 60 days following the Participant’s Termination of Employment.

6.2.6 Crediting of Amounts after Termination of Employment or Benefit Distribution. Notwithstanding any provision in this Plan Statement to the contrary other than Section 6.3:


(a)	Deferral and Restoration Match Credits.


(i)	Lump Sum Distribution. If Deferral or Restoration Match Credits are due after the complete distribution of the Participant’s vested Account balance, or subaccount balance to which such Deferral or Restoration Match Credit relate, then such subsequent credits will be made to the Account and paid to the Participant in a single lump sum cash payment within 60 days of being credited to the Account.


(ii)	Installment Distribution. If Deferral or Restoration Match Credits are due after a related installment distribution occurs, then such subsequent credits will be made to the Account and included in the Account balance to determine the amount of the remaining scheduled payments as applicable.


(b)	SPP or ESBP Benefit Transfer Credit. The SPP Benefit Transfer Credit other than those pursuant to Appendix A, Section A-4.3 or ESBP Benefit Transfer Credit, as applicable, arising after a Participant’s Termination of Employment pursuant to Sections 3.3.3(f) and 3.4.1(e) shall be distributed as follows:


(i)	For amounts accruing prior to January 1, 2014, in a single lump sum within 60 days following the Termination of Employment; and


(ii)	For amounts accruing on or after January 1, 2014,


(A)	If the SPP Benefit Transfer Credit is due after the complete distribution of the Participant’s vested Account balance, or subaccount balance to which such Credit relates, then such Credit will be made to the Account and paid to the Participant in a single lump sum payment within 60 days of being credited to the Account;


(B)	If the SPP Benefit Transfer Credit is due after a related installment distribution occurs, then such subsequent Credit will be made to the Account and included in the Account balance to determine the amount of the remaining scheduled payments as applicable; and


(C)	If the SPP Benefit Transfer Credit is due prior to the commencement of payment to which such credit relates, distribution shall be made at the time and in the manner elected by the Participant or pursuant to the Plan’s rule, all as provided in Section 6.2.2.

6.2.7 Vesting in Benefits After the Distribution Date. No portion of a Participant’s Account will be distributed prior to being vested. Subject to Section 6.3, if Participant is scheduled to receive a distribution of a portion of his or her Account that is not vested, such unvested amount will not be paid until subsequently vested, at which time it will be paid out in accordance with the respective distribution election.

6.2.8 No Spousal Rights. No spouse, former spouse, Beneficiary or other person shall have any right to participate in the Participant’s designation of a form or time of payment.

6.3 Six-Month Suspension for Specified Employees. Notwithstanding any other provision in this Section 6 to the contrary, if a Participant is a Specified Employee at Termination of Employment, then any distributions arising on account of the Participant’s Termination of Employment (other than on account of death) that are due shall be suspended and not be made until (6) months have elapsed since such Participant’s Termination of Employment (or, if earlier, upon the date of the Participant’s death). Any payments that were otherwise payable during the six-month suspension period referred to in the preceding sentence, will be paid within 60 days after the end of such six-month suspension period.

6.4 Distribution on Account of Death; Distribution Following Death. Upon the death of a Participant prior to Termination of Employment or other distribution trigger, the Participant’s Account balance will be paid to the Participant’s Beneficiary in a single lump sum within 90 days following the Participant’s death. Upon the death of a Participant following Termination of Employment or other distribution trigger, distribution will continue in the same form and at the same time it was scheduled to be paid to the Participant, subject to Section 6.3.

6.5 Distribution on Account of Unforeseeable Emergency.

6.5.1 When Available. A Participant may receive a distribution from the vested portion of his or her Account (which shall be deemed to include the deferral that would have been made but for the cancellation under Section 6.5.3) if the Plan Administrator determines that such distribution is on account of an Unforeseeable Emergency and the conditions in Section 6.5.2 have been fulfilled. To receive such a distribution, the Participant must request a distribution by

filing an application with the Plan Administrator and furnish such supporting documentation as the Plan Administrator may require. In the application, the Participant shall specify the basis for the distribution and the dollar amount to be distributed. If such request is approved by the Plan Administrator, distribution shall be made in a lump sum payment within 60 days following the approval by the Plan Administrator of the completed application.

6.5.2 Limitations . The amount that may be distributed with respect to a Participant’s Unforeseeable Emergency shall not exceed the amounts necessary to satisfy the emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship), and/or cancellation of deferrals pursuant to Section 6.5.3, provided the determination of such limitation is consistent with the requirements of Code section 409A(a)(2)(B)(ii).

6.5.3 Cancellation of Deferral Elections. As provided by Section 2.12, in the event of a distribution under Section 6.5.1 the Plan Administrator will cancel the Participant’s deferral elections for the balance of the applicable Plan Year.

6.6 Designation of Beneficiaries .

6.6.1 Right to Designate or Revoke.

(a)

Each Participant may designate one or more primary Beneficiaries or secondary Beneficiaries to receive all or a specified part of such Participant’s vested Account in the event of such Participant’s death. If fewer than all designated primary or secondary Beneficiaries predecease the Participant, then the amount of such predeceased Beneficiary’s portion shall be allocated to the remaining primary or secondary Beneficiaries, as the case may be.


(b)	The Participant may change or revoke any such designation from time to time without notice to or consent from any spouse, any person named as Beneficiary or any other person.


(c)	No such designation, change or revocation shall be effective unless completed and filed with the Plan Administrator in accordance with Plan Rules during the Participant’s lifetime.

6.6.2 Failure of Designation. If a Participant:


(a)	fails to designate a Beneficiary,


(b)	designates a Beneficiary and thereafter revokes such designation without naming another Beneficiary, or


(c)	designates one or more Beneficiaries and all such Beneficiaries so designated fail to survive the Participant, such Participant’s vested Account, shall be payable to the first class of the following classes of automatic Beneficiaries:

Participant’s surviving spouse

Representative of Participant’s estate

6.6.3 Disclaimers by Beneficiaries . A Beneficiary entitled to a distribution of all or a portion of a deceased Participant’s vested Account may disclaim an interest therein subject to the Plan Rules.

6.6.4 Special Rules. Unless the Participant has otherwise specified in the Participant’s Beneficiary designation, the following rules shall apply:


(a)	If there is not sufficient evidence that a person designated as a Beneficiary was living at the time of the death of the Participant, it shall be deemed that the Beneficiary was not living at the time of the death of the Participant.

(b)

The automatic Beneficiaries specified in Section 6.6.2 and the Beneficiaries designated by the Participant shall become fixed at the time of the Participant’s death (subject to Section 6.6.3) so that, if a Beneficiary survives the Participant but dies before the receipt of all payments due such Beneficiary hereunder, such remaining payments shall be payable to the representative of such Beneficiary’s estate.

(c)

If the Participant designates as a Beneficiary the person who is the Participant’s spouse on the date of the designation, either by name or by relationship, or both, the dissolution, annulment or other legal termination of the marriage between the Participant and such person shall automatically revoke such designation. The foregoing shall not prevent the Participant from designating a former spouse as a beneficiary on a form that is both executed by the Participant and received by the Plan Administrator (i) after the date of the legal termination of the marriage between the Participant and such former spouse and (ii) during the Participant’s lifetime.


(d)	A finalized marriage (other than a common law marriage) of a Participant subsequent to the date of filing of a Beneficiary designation shall revoke such designation unless the Participant’s new spouse had previously been designated as the Beneficiary.


(e)	Any designation of a nonspouse Beneficiary by name that is accompanied by a description of relationship to the Participant shall be given effect without regard to whether the relationship to the Participant exists either then or at the Participant’s death.


(f)	Any designation of a Beneficiary only by statement of relationship to the Participant shall be effective only to designate the person or persons standing in such relationship to the Participant at the Participant’s death.

6.7 Facility of Payment.

6.7.1 Legal Disability. In case of the legal disability, including minority, of an individual entitled to receive any payment under this Plan, payment shall be made, if the Plan Administrator shall be advised of the existence of such condition:


(a)	to the duly appointed guardian, conservator or other legal representative of such individual, or

(b)

to a person or institution entrusted with the care or maintenance of the incompetent or disable Participant or Beneficiary, provided such person or institution has satisfied the Plan Administrator that the payment will be used for the best interest and assist in the care of such individual, and provided further, that no prior claim for said payment has been made by a duly appointed guardian, conservator or other legal representative of such individual.

6.7.2 Discharge of Liability. Any payment made in accordance with the foregoing provisions of this Section 6.7 shall constitute a complete discharge of any liability or obligation of the Participating Employers under this Plan.

6.8 Tax Withholding. The Participating Employer (or any other person legally obligated to do so) shall withhold the amount of any federal, state or local income tax, payroll tax or other tax that the payer reasonably determines is required to be withheld under applicable law with respect to any amount payable under this Plan. All benefits otherwise due hereunder shall be reduced by the amount to be withheld.

6.9 Payments Upon Rehire. If a Participant who is receiving installment payments or due a deferred lump sum payment under this Plan is rehired, the payments will continue in accordance with the prior distribution elections.

6.10 Application for Distribution. A Participant may be required to make application to receive payment and to complete other forms and furnish other documentation required by the Plan Administrator. Distribution shall not be made to any Beneficiary until such Beneficiary shall have filed an application for benefits in a form acceptable to the Plan Administrator and such application shall have been approved by the Plan Administrator and the Plan Administrator has determined that the applicant is entitled to payment.

6.11 Acceleration of Distributions. The Plan Administrator in its sole discretion may exercise discretion on behalf of the Company to accelerate the distribution of any payment under this Plan to the extent allowed under Code section 409A.

6.12 Delay of Distributions. The Plan Administrator in its sole discretion may exercise discretion on behalf of the Company to delay the distribution of any payment under this Plan to the extent allowed under Code section 409A, including, but not limited to, as necessary to maximize the Company’s tax deductions as allowed pursuant to Code section 162(m) or to avoid violation of federal securities or other applicable law.

SECTION 7

SOURCE OF PAYMENTS; NATURE OF INTEREST

7.1 Source of Payments.

7.1.1 General Assets. Each Participating Employer will pay, from its general assets, the distribution of the Participant’s Account under Section 6, and all costs, charges and expenses relating thereto.

7.1.2 Trust. Upon a Change-in-Control that causes the Plan to be terminated under Section 8.3.2, the trustee of the Trust will make distributions to Participants and Beneficiaries from the Trust in satisfaction of a Participating Employer’s obligations to make distributions under this Plan in accordance with and subject to the terms of the Trust to the extent such payments are not otherwise made directly by the Participating Employer.

7.2 Unfunded Obligation. The obligation of the Participating Employers to make payments under this Plan constitutes only the unsecured (but legally enforceable) promise of the Participating Employers to make such payments. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, claims or interests in any specific property or assets of the Company or a Participating Employer, nor shall they be beneficiaries of, or have any rights, claims or interests in any life insurance policies, annuity contracts or the proceeds therefrom owned or which may be acquired by the Company.

7.3 Establishment of Trust. The Participating Employers shall have no obligation to establish or maintain any fund, trust or account (other than a bookkeeping account or reserve) for the purpose of funding or paying the benefits promised under this Plan except as provided in the Trust. The Participating Employers may from time to time transfer to the Trust cash, or other marketable securities or other property acceptable to the trustee in accordance with the terms of the Trust. If the Participating Employers have deposited funds in the Trust, such funds shall remain the sole and exclusive property of the Participating Employer that deposited such funds.

7.4 Spendthrift Provision. Except as otherwise provided in this Section 7.4, no Participant or Beneficiary shall have any interest in any Account which can be transferred nor shall any Participant or Beneficiary have any power to anticipate, alienate, dispose of, pledge or encumber the same while in the possession or control of the Participating Employers. The Plan Administrator shall not recognize any such effort to convey any interest under this Plan. No benefit payable under this Plan shall be subject to attachment, garnishment, or execution following judgment or other legal process before actual payment to such person.

7.4.1 Right to Designate Beneficiary. The power to designate Beneficiaries to receive the Account of a Participant in the event of such Participant’s death shall not permit or be construed to permit such power or right to be exercised by the Participant so as thereby to anticipate, pledge, mortgage or encumber such Participant’s Account or any part thereof, and any attempt of a Participant so to exercise said power in violation of this provision shall be of no force and effect and shall be disregarded by the Participating Employers.

7.4.2 Plan Administrator’s Right to Exercise Discretion. This Section 7.4 shall not prevent the Plan Administrator from exercising, in its discretion, any of the applicable powers and options granted to it under any applicable provision hereof.

7.5 Compensation Recovery (Recoupment). Notwithstanding any other provision of the Plan, a Participant who engaged in intentional misconduct that contributed directly or indirectly, in whole or in part, to the need for a restatement of the Company’s consolidated financial statements and who becomes subject to the Company’s recoupment policy as adopted by the Compensation Committee of the Company’s Board of Directors and amended from time to time (“Recoupment Policy”) may have all or a portion of his or her benefit under this Plan forfeited and/or all or a portion of any distributions payable to the Participant or his or her Beneficiary recovered by the Company.

7.5.1 Any Deferral Credit and related Earnings Credits resulting from the deferral of Eligible Compensation that is subject to recovery under the Recoupment Policy may be forfeited and, in such event, a corresponding adjustment will be made to the Participant’s Account balance.

7.5.2 If a Participant has commenced distributions and is subject to a claim for recovery under the Recoupment Policy, then the Company may, subject to any limitations under Code section 409A, retain all or any portion of the Participant’s (or his or her Beneficiary’s) taxable distribution, net of state, federal or foreign tax withholding, to satisfy such claim.

SECTION 8

ADOPTION, AMENDMENT AND TERMINATION

8.1 Adoption. With the prior approval of the Plan Administrator, an Affiliate may adopt the Plan and become a Participating Employer by furnishing to the Plan Administrator a certified copy of a resolution of its board of directors adopting this Plan.

8.2 Amendment.

8.2.1 General Rule. The Company, by action of its Board of Directors, or by action of a person so authorized by resolution of the Board of Directors and subject to any limitations or conditions in such authorization, may at any time amend the Plan, in whole or in part, for any reason, including but not limited to tax, accounting or insurance changes, a result of which may be to terminate the Plan for future deferrals provided, however, that no amendment shall be effective to decrease the benefits, nature or timing thereof payable under the Plan to any Participant with respect to deferrals made (and benefits thereafter accruing) prior to the date of such amendment. Written notice of any amendment shall be given each Participant then participating in the Plan.

8.2.2 Amendment to Benefit of Executive Officer. Any amendment to the benefit of an executive Officer under this Plan, to the extent approval of such amendment by the Board would be required by the Securities and Exchange Commission and its regulations or the rules of any applicable securities exchange, will require the approval of the Board.

8.2.3 No Oral Amendments. No modification of the terms of this Plan Statement shall be effective unless it is in writing. No oral representation concerning the interpretation or effect of this Plan Statement shall be effective to amend this Plan Statement.

8.3 Termination and Liquidation.

8.3.1 General Rule.


(a)	To the extent necessary or reasonable to comply with any changes in law, the Board may at any time terminate and liquidate this Plan, provided such termination and liquidation satisfies the requirements of Code section 409A.


(b)	To the extent that a Participant’s benefit under the Plan will be immediately included in the income of the Participant, as determined by a court of competent jurisdiction or the Internal Revenue Service, to the extent permitted under Code section 409A, the Board may terminate and liquidate this Plan, in whole or in part, as it relates to the impacted Participant.

8.3.2 Plan Termination and Liquidation on Account of a Change-in-Control. Upon a Change-in-Control, the Plan will terminate and payment of all amounts under the Plan will be accelerated if and to the extent provided in this Section 8.3.2.

(a)

The Plan will be terminated effective as of the first date on which there has occurred both (i) a Change-in-Control under Section 1.2.8, and (ii) a funding of the Trust on account of such Change-in-Control (referred to herein as the “Plan termination effective date”) unless, prior to such Plan termination effective date, the Board affirmatively determines that the Plan will not be terminated as of such

effective date. The Board will be deemed to have taken action to irrevocably terminate the Plan as of the Plan termination effective date by its failure to affirmatively determine that the Plan will not terminate as of such date.


(b)	The determination by the Board under paragraph (a) constitutes a determination that such termination will satisfy the requirements of Code section 409A, including an agreement by the Company that it will take such additional action or refrain from taking such action as may be necessary to satisfy the requirements necessary to terminate and liquidate the Plan under paragraph (c) below.


(c)	In the event the Board does not affirmatively determine not to terminate the Plan as provided in paragraph (a), such termination shall be subject to either (i) or (ii), as follows:


(i)	If the Change-in-Control qualifies as a “change in control event” for purposes of Code section 409A, payment of all amounts under the Plan will be accelerated and made in a lump sum as soon a administratively practicable but not more than 90 days following the Plan termination effective date, provided the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix)(B) have been satisfied.

(ii)

If the Change-in-Control does not qualify as a “change in control event” for purposes of Code section 409A, payment of all amounts under the Plan will be accelerated and made in a lump sum as soon as administratively practicable but not more than 60 days following the 12 month anniversary of the Plan termination effective date, provided the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix)(C) have been satisfied.

SECTION 9

CLAIM PROCEDURES

9.1 Claims Procedure. Until modified by the Plan Administrator, the claim and review procedures set forth in this Section shall be the mandatory claim and review procedures for the resolution of disputes and disposition of claims filed under this Plan. An application for a distribution or withdrawal shall be considered as a claim for the purposes of this Section.

9.1.1 Initial Claim. An individual may, subject to any applicable deadline, file with the Plan Administrator a written claim for benefits under this Plan in a form and manner prescribed by the Plan Administrator.


(a)	If the claim is denied in whole or in part, the Plan Administrator shall notify the claimant of the adverse benefit determination within ninety (90) days after receipt of the claim.

(b)

The ninety (90) day period for making the claim determination may be extended for ninety (90) days if the Plan Administrator determines that special circumstances require an extension of time for determination of the claim, provided that the Plan Administrator notifies the claimant, prior to the expiration of the initial ninety (90) day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.

9.1.2 Notice of Initial Adverse Determination. A notice of an adverse determination shall set forth in a manner calculated to be understood by the claimant.


(a)	The specific reasons for the adverse determinations,


(b)	references to the specific provisions of this Plan Statement (or other applicable Plan document) on which the adverse determination is based,


(c)	a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary, and


(d)	a description of the claim and review procedures, including the time limits applicable to such procedure, and a statement of the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.

9.1.3 Request for Review. Within sixty (60) days after receipt of an initial adverse benefit determination notice, the claimant may file with the Plan Administrator a written request for a review of the adverse determination and may, in connection therewith submit written comments, documents, records and other information relating to the claim benefits. Any request for review of the initial adverse determination not filed within sixty (60) days after receipt of the initial adverse determination notice shall be untimely.

9.1.4 Claim on Review. If the claim, upon review, is denied in whole or in part, the Plan Administrator shall notify the claimant of the adverse benefit determination within sixty (60) days after receipt of such a request for review.

(a)

The sixty (60) day period for deciding the claim on review may be extended for sixty (60) days if the Plan Administrator determines that special circumstances require an extension of time for determination of the claim, provided that the Plan Administrator notifies the claimant, prior to the expiration of the initial sixty (60) day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.

(b)

In the event that the time period is extended due to a claimant’s failure to submit information necessary to decide a claim on review, the claimant shall have sixty (60) days within which to provide the necessary information and the period for making the claim determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information or, if earlier, the expiration of sixty (60) days.


(c)	The Plan Administrator’s review of a denied claim shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

9.1.5 Notice of Adverse Determination for Claim on Review. A notice of an adverse determination for a claim on review shall set forth in a manner calculated to be understood by the claimant.


(a)	the specific reasons for the denial,


(b)	references to the specific provisions of this Plan Statement (or other applicable Plan document) on which the adverse determination is based,


(c)	a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits,


(d)	a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain information about such procedures, and


(e)	a statement of the claimant’s right to bring an action under ERISA section 502(a).

9.2 Rules and Regulations.

9.2.1 Adoption of Rules. Any rule not in conflict or at variance with the provisions hereof may be adopted by the Plan Administrator.

9.2.2 Specific Rules.


(a)	No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the established claim procedures. The Plan Administrator may require that any claim for benefits and any request for a review of a denied claim be filed on forms to be furnished by the Plan Administrator upon request.


(b)	All decisions on claims and on requests for a review of denied claims shall be made by the Plan Administrator unless delegated as provided for in the Plan, in which case references in this Section 9 to the Plan Administrator shall be treated as references to the Plan Administrator’s delegate.

(c)

Claimants may be represented by a lawyer or other representative at their own expense, but the Plan Administrator reserves the right to require the claimant to furnish written authorization and establish reasonable procedures for determining whether an individual has been authorized to act on behalf of a claimant. A claimant’s representative shall be entitled to copies of all notices given to the claimant.


(d)	The decision of the Plan Administrator on a claim and on a request for a review of a denied claim may be provided to the claimant in electronic form instead of in writing at the discretion of the Plan Administrator.


(e)	In connection with the review of a denied claim, the claimant or the claimant’s representative shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information necessary to make a benefit determination accompanies the filing.


(f)	The time period within which a benefit determination will be made shall begin to run at the time a claim or request for review is filed in accordance with the claims procedures, without regard to whether all the information necessary to make a benefit determination accompanies the filing.


(g)	The claims and review procedures shall be administered with appropriate safeguards to that benefit claim determinations are made in accordance with governing plan documents and, where appropriate, the plan provisions have been applied consistently with respect to similarly situated claimants.


(h)	The Plan Administrator may, in its discretion, rely on any applicable statute of limitation or deadline as a basis for denial of any claim.

9.3 Limitations and Exhaustion.

9.3.1 Claims. No claim shall be considered under these administrative procedures unless it is filed with the Plan Administrator within two (2) years after the Participant knew (or reasonably should have known) of the general nature of the dispute giving rise to the claim. Every untimely claim shall be denied by the Plan Administrator without regard to the merits of the claim.

9.3.2 Lawsuits. No suit may be brought by or on behalf of any Participant or Beneficiary on any matter pertaining to this Plan unless the action is commenced in the proper forum within two (2) years from the earlier of:


(a)	the date the Participant knew (or reasonably should have known) of the general nature of the dispute giving rise to the action, or


(b)	the date the claim was denied.

9.3.3 Exhaustion of Remedies. These administrative procedures are the exclusive means for resolving any dispute arising under this Plan. As to such matters:


(a)	no Participant or Beneficiary shall be permitted to litigate any such matter unless a timely claim has been filed under these administrative procedures and these administrative procedures have been exhausted, and


(b)	determinations by the Plan Administrator (including determinations as to whether the claim was timely filed shall be afforded the maximum deference permitted by law.

9.3.4 Imputed Knowledge. For the purpose of applying the deadlines to file a claim or a legal action, knowledge of all facts that a Participant knew or reasonably should have known shall be imputed to every claimant who is or claims to be a Beneficiary of the Participant or otherwise claims to derive an entitlement by reference to the Participant for the purpose of applying the previously specified periods.

SECTION 10

PLAN ADMINISTRATION

10.1 Plan Administration

10.1.1 Administrator. The Company’s Vice President, Pay & Benefits (or any successor thereto) is the “administrator” of the Plan for purposes of section 3(16)(A) of ERISA. Except as otherwise expressly provided herein, the Plan Administrator shall control and manage the operation and administration of this Plan and make all decisions and determinations.

10.1.2 Authority and Delegation . The Plan Administrator is authorized to:

(a)

Appoint one or more individuals or entities and delegate such of his or her powers and duties as he or she deems desirable to any individual or entity, in which case every reference herein made to Plan Administrator shall be deemed to mean or include the individual or entity as to matters within their jurisdiction. Such individual may be an officer or other employee of a Participating Employer or Affiliate, provided that any delegation to an employee of a Participating Employer or Affiliate will automatically terminate when he or she ceases to be an employee. Any delegation may be rescinded at any time; and


(b)	Select, employ and compensate from time to time such agents or consultants as the Plan Administrator may deem necessary or advisable in carrying out its duties and to rely on the advice and information provided by them.

10.1.3 Determination. The Plan Administrator shall make such determinations as may be required from time to time in the administration of this Plan. The Plan Administrator shall have the discretionary authority and responsibility to interpret and construe this Plan Statement and to determine all factual and legal questions under this Plan, including but not limited to the entitlement of Participants and Beneficiaries, and the amounts of their respective interests. Each decision of the Plan Administrator shall be final and binding upon all parties. Benefits under the Plan will be paid only if the Plan Administrator decides in its discretion that the applicant is entitled to them.

10.1.4 Reliance. The Plan Administrator may act and rely upon all information reported to it hereunder and need not inquire into the accuracy thereof, nor be charged with any notice to the contrary.

10.1.5 Rules and Regulations. Any rule, regulation, policy, practice or procedure not in conflict or at variance with the provisions hereof may be adopted by the Plan Administrator.

10.2 Conflict of Interest. If any individual to whom authority has been delegated or redelegated hereunder shall also be a Participant in this Plan, such Participant shall have no authority with respect to any matter specially affecting such Participant’s individual interest hereunder or the interest of a person superior to him or her in the organization (as distinguished from the interests of all Participants and Beneficiaries or a broad class of Participants and Beneficiaries), all such authority being reserved exclusively to other individuals as the case may be, to the exclusion of such Participant, and such Participant shall act only in such Participant’s individual capacity in connection with any such matter.

10.3 Service of Process. In the absence of any designation to the contrary by the Plan Administrator, the General Counsel of the Company is designated as the appropriate and exclusive agent for the receipt of service of process directed to this Plan in any legal proceeding, including arbitration, involving this Plan.

10.4 Choice of Law. Except to the extent that federal law is controlling, this Plan Statement will be construed and enforced in accordance with the laws of the State of Minnesota.

10.5 Responsibility for Delegate. No person shall be liable for an act or omission of another person with regard to a responsibility that has been allocated to or delegated to such other person pursuant to the terms of the Plan Statement or pursuant to procedures set forth in the Plan Statement.

10.6 Expenses. All expenses of administering the benefits due under this Plan shall be borne by the Participating Employers.

10.7 Errors in Computations. It is recognized that in the operation and administration of the Plan certain mathematical and accounting errors may be made or mistakes may arise by reason of factual errors in information supplied to the Plan Administrator or trustee. The Plan Administrator shall have power to cause such equitable adjustments to be made to correct for such errors as the Plan Administrator, in its sole discretion, considers appropriate. Such adjustments shall be final and binding on all persons.

10.8 Indemnification. In addition to any other applicable provisions for indemnification, the Participating Employers jointly and severally agree to indemnify and hold harmless, to the extent permitted by law, each director, officer and Employee of the Participating Employers against any and all liabilities, losses, costs or expenses (including legal fees) of whatsoever kind and nature which may be imposed on, incurred by or asserted against such person at any time by reason of such person’s services as an administrator in connection with this Plan, but only if such person did not act dishonestly, or in bad faith, or in willful violation of the law or regulations under which such liability, loss, cost or expense arises.

10.9 Notice. Any notice required under this Plan Statement may be waived by the person entitled thereto.

SECTION 11

CONSTRUCTION

11.1 ERISA Status. This Plan was adopted and is maintained with the understanding that it is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as provided in section 201(2), section 301(a)(3) and section 401(a)(1) of ERISA. This Plan shall be interpreted and administered accordingly.

11.2 IRC Status. This Plan is intended to be a nonqualified deferred compensation arrangement that will comply in form and operation with the requirements of Code section 409A and this Plan will be construed and administered in a manner that is consistent with and gives effect to such intention.

11.3 Rules of Document Construction. In the event any provision of this Plan Statement is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of this Plan. The titles given to the various Sections of this Plan Statement are inserted for convenience of reference only and are not part of this Plan Statement, and they shall not be considered in determining the scope, purpose, meaning or intent of any provision hereof. The provisions of this Plan Statement shall be construed as a whole in such manner as to carry out the provisions thereof and shall not be construed separately without relation to the context.

11.4 References to Laws. Any reference in this Plan Statement to a statute or regulation shall be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation unless, under the circumstances, it would be inappropriate to do so.

11.5 Appendices. The Plan provisions that have application to a limited number of Participants or that otherwise do not apply equally to all Participants may be described in an appendix to this Plan Statement. In the event of a conflict between the terms of an appendix and the terms of the remainder of this Plan Statement, the appendix will control.

APPENDIX A

SPP Benefit

A-1 Purpose and Application. The purpose of this Appendix A to this Plan Statement is to establish the rules for determining the amount of the SPP Benefit Transfer Credit under this Plan.

A-2 Background.

A-2.1 Transfer Credits. The Company has adopted and maintained several nonqualified supplemental pension plans to provide retirement income to a select group of highly compensated and key management employees in excess of the retirement income that can be provided under the Target Pension Plan on account of limitations imposed by the Code. Effective April 30, 2002, the Company began converting the accrued supplemental pension benefits of certain participants to credits under this Plan as adjusted annually to reflect changes in such benefits.

A-2.2 Cash Balance Formula . Effective January 1, 2003, the Target Pension Plan was amended to add a cash balance pension plan formula (referred to as the “personal pension account”). Depending on the date participation commences or an election was made, a Participant who has a benefit under the Target Pension Plan may have his or her accrued benefit under such plan based solely on the final average pay formula (the “traditional formula”), solely on the personal pension account, or a combination of the traditional formula (frozen as of December 31, 2002) and the personal pension account.

A-3 Definitions.

A-3.1 SPP I “SPP I” means the Target Corporation SPP I.

A-3.2 SPP II “SPP II” means the Target Corporation SPP II.

A-3.3 SPP III “SPP III” means the Target Corporation SPP III.

A-4 SPP Benefit. Each Participant’s SPP Benefit is equal to the sum of the benefits under Section A-4.1, Section A-4.2 and Section A-4.3.

A-4.1 Traditional Formula Benefit. A Participant’s SPP Benefit is the excess, if any, of the monthly pension benefit under (a) over the monthly pension benefit under (b):


(a)	The monthly pension benefit the Participant would be entitled to under the Target Pension Plan, based on the “traditional formula,” if such formula were applied


(i)	without regard to the maximum benefit limitation required by Code section 415;


(ii)	without regard to the maximum compensation limitation under Code section 401(a)(17);


(iii)	as if the definition of “certified earnings” under the Target Pension Plan for a plan year included compensation that would have been paid in the plan year in the absence of the Participant’s election to defer payment of

the compensation to a later date pursuant to the provisions of a deferred compensation plan;


(iv)	without regard to the alternative benefit formula of Sections 4.6(a)(3) and 4.6(b)(2) of the Target Pension Plan.


(b)	The monthly pension benefit the Participant is entitled to receive under the Target Pension Plan on account of the “traditional formula.”

A-4.2 Personal Pension Account. A Participant’s SPP Benefit includes the excess, if any, of the amount determined under (a) over the amount determined under (b):


(a)	The amount that would have been credited each quarter (including both “pay credits” and “interest credits”) to the Participant’s “personal pension account” under the Target Pension Plan, if such account were applied:


(i)	without regard to the maximum benefit limitations required by Code section 415;


(ii)	without regard to the maximum compensation limitation under Code section 401(a)(17);


(iii)	as if the definition of “certified earnings” under the Target Pension Plan for a calendar quarter included compensation that would have been paid during such calendar quarter in the absence of the Participant’s election to defer payment of the compensation to a later date pursuant to the provisions of a deferred compensation plan;


(iv)	as if a distribution had been made from such account equal to any SPP Benefit Transfer Credits made under Section 3.3.


(b)	The amount of the credits actually made to the Participant’s “personal pension account” under the Target Pension Plan.

A-4.3 SPP III. For a Participant who was participating in SPP III, the Participant’s SPP Benefit includes the actuarial equivalent lump sum present value of the monthly pension benefit under (a) over the monthly pension benefit under (b):

(a)

The monthly pension benefits determined under Section A-4.1(a) determined by treating the Participant as five (5) years older than his or her actual age solely for purposes of determining the early commencement factor (but in no case shall the Participant’s age be deemed to be greater than age 65); provided, however, the early commencement factor shall be equal to the factor in effect under this Paragraph (a) on February 1, 2013, or, if greater, the Participant’s actual early commencement factor under the Target Pension Plan.


(b)	The monthly pension benefits determined under Section A-4.1(a).

A-4.4 Company Determination. The actuarial lump sum present value of a Participant’s benefit determined under this Appendix A will be determined by the Company, in

its sole and absolute discretion, by using such factors and assumptions as the Company considers appropriate in its sole and absolute discretion as of the date of distribution or transfer.

A-5 Forfeiture of SPP III Benefit.

A-5.1 Pre-Age 55 SPP III Forfeiture. A Participant who has a Termination of Employment prior to attaining age 55 will forfeit that portion of his or her SPP Benefit Transfer Credit and Earnings Credit determined under Section A-5.3.

A-5.2 ICP Eligibility SPP III Forfeiture. A Participant who becomes entitled to receive payments under an income continuation plan or policy of an Affiliate on account of his or her Termination of Employment after attaining age 55 will forfeit that portion of his or her SPP Benefit Transfer Credit and Earnings Credit determined under Section A-5.3.

A-5.3 Amount of SPP III Forfeiture. A Participant’s forfeiture under Sections A-5.1 or A-5.2 is that portion of the SPP Benefit Transfer Credits attributable to his or her SPP Benefit determined under Section A-4.3 of Appendix A, and an amount of Earnings Credits equal to the investment adjustment that would have been credited on such SPP Benefit Transfer Credits at the Stable Value Crediting Rate Alternative through June 5, 2012 and for periods after June 5, 2012, at the Intermediate-Term Bond Crediting Rate Alternative.

APPENDIX B

Participants on Temporary Assignment to Canada

B-1. Purpose; Application . The purpose of this Appendix B to this Plan Statement is to set forth the application of specific provisions or exceptions to the general provisions of the Plan as they relate to those Participants who are transferred to Canada on a temporary assignment as a Seconded Participant.

B-2. Definitions . The following terms when used herein with initial capital letters, have the following meanings:

(a) Letter of Assignment . “Letter of Assignment” means the written instrument provided to and executed by a Seconded Participant, as amended, that, among other things, establishes the date of the Seconded Participant’s transfer to Canada.

(b) Participation End Date . For calendar years beginning on and after January 1, 2015, a Seconded Participant’s “Participation End Date”, if any, means the earlier of (i) the last day of the full calendar month that includes the 34-month anniversary of the Seconded Participant’s date of transfer to Canada as a Seconded Participant or, (ii) if the Seconded Participant is scheduled, in his or her Letter of Assignment, to return to the United States during the calendar year that includes the 34-month anniversary of the Seconded Participants date of transfer to Canada, the last day of the calendar month that immediately precedes the month during which the Seconded Participant is scheduled, in his or her Letter of Assignment, to return to the United States. The date the Seconded Participant is scheduled to return to the United States as established by a Seconded Participant’s Letter of Assignment will become irrevocable on the January 1 of the calendar year that includes such return date. A Seconded Participant will have a Participation End Date if and only if he or she satisfies the conditions of this Sec. B-2(b).

(c) Seconded Participant . A “Seconded Participant” is a Participant under the Plan (i) who is transferred to Canada for a temporary assignment, (ii) who is employed by Target Corporation or a U.S. Affiliate on its U.S. payroll, (iii) who has executed a Letter of Assignment, and (iv) whose employment is seconded to a Canadian Affiliate.

B-3. Eligibility . A Seconded Participant is eligible to participate in the Plan until the last day of the calendar month that includes the Seconded Participant’s Participation End Date. A Seconded Participant who has ceased to be eligible to participate in the Plan under this Appendix B is again eligible to participate in the Plan as of the first day of the Plan Year following the Plan Year during which the Participant ceased to be a Seconded Participant.

B-4. Deferral Elections . A Participant’s deferral election for the calendar year that includes a Participation End Date:

(a) may not include an election to defer any Bonus Amount;

(b) may only defer specified dollar amounts of Base Salary for each of the calendar months through the Participation End Date, unless guidance under Section 409A

of the Internal Revenue Code allows an alternative ( e.g. , percentage of Base Salary) election to be made for a partial year); and

B-5. Restoration Match Credit . A Seconded Participant who is eligible to receive a Restoration Match Credit under Section 3.2.1 shall be subject to the following rules for the Plan Year that includes such Participant’s Participation End Date and for each subsequent Plan Year during which the Participant is a Seconded Participant:

(a) For each entire calendar month through the Participation End Date (which includes the calendar month that ends with the Participation End Date), the Seconded Participant shall receive a Restoration Match Credit equal to the amount of the Restoration Match Credit the Seconded Participant would have received if Section 3.2.1(ii) were applicable and the Participation End Date was his or her Termination of Employment.

(b) The amount of the Restoration Match Credit for the Plan Year that includes the Participation End Date, determined without regard to Section B-3, that is in excess of the amount determined in Paragraph (a) shall be paid in cash to the Participant on the last business day of the Plan Year.

(c) For any Plan Year following the Plan Year that includes the Participant’s Participation End Date and during which the Participant is a Seconded Participant, the Participant will receive a cash payment on the last business day of the Plan Year equal to the Restoration Match Credit the Participant would have received if Section B-3 did not apply.

B-6. Enhancement. A Seconded Participant who is eligible to receive the Enhancement credit under Section 4.4 (and is not subject to exclusion or forfeiture under Section 4.4.2) shall be subject to the following rules for the Plan Year that includes the Participant’s Participation End Date and for each subsequent Plan Year during which the Participant is a Seconded Participant:

(a) For each entire calendar month through the Participation End Date (which includes the calendar month that ends with the Participation End Date), the Seconded Participant shall be eligible to receive the Enhancement as a credit to his or her Account, subject to the conditions set forth in Section 4.4.

(b) For each calendar month following the Participation End Date during which the Seconded Participant is employed by the Company or an Affiliate for the entire calendar month, the Participant will receive a cash payment on the last day of the calendar year that includes such month in an amount equal to the Enhancement multiplied by the balance of the Account on the first day of the month; provided, however, no cash payment will be made with respect to any period during which the Seconded Participant satisfies the conditions for exclusion or forfeiture under Section 4.4.2. The cash payment under this Paragraph (b) will be made whether or not the Participant would be treated as vested under Section 5.3.

Exhibit (10)HH

AIRCRAFT TIME SHARING AGREEMENT

This Aircraft Time Sharing Agreement (“ Agreement ”) is made and effective as of the 13 ^th day of March, 2015 (“ Effective Date ”), by and between Target Corporation , a Minnesota corporation (“ Operator ”), and Brian C. Cornell (“ Lessee ”), who are sometimes also referred to herein individually as a “ Party ” or collectively as the “ Parties. ”

W I T N E S S E T H:

WHEREAS, Lessee is an employee of Operator who is required to use the Aircraft for business and personal travel whenever possible;

WHEREAS, Lessee desires to lease the Aircraft, with a flight crew, on a non-exclusive basis, from Operator on a time sharing basis as defined in Section 91.501(c)(1) of the FAR;

WHEREAS, Operator is willing to lease the Aircraft, with a flight crew, on a non-exclusive basis, to Lessee on a time sharing basis; and

WHEREAS, during the Term, the Aircraft will be subject to use by Operator and may be subject to use by one or more other third-parties.

NOW, THEREFORE, in consideration of the mutual promises herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:


1.	Definitions. The following terms shall have the following meanings for all purposes of this Agreement:

“ Aircraft ” means, individually and collectively, as the context requires, the aircraft listed on Exhibit A , including each aircraft’s respective airframe, engines, appliances, components, parts, instruments, appurtenances, accessories, furnishings or other equipment attached thereto or incorporated therein and Aircraft Documents.

“ Aircraft Documents ” means all flight records, maintenance records, historical records, modification records, overhaul records, manuals, logbooks, authorizations, drawings and data relating to the Aircraft or any part thereof, or that are required by Applicable Law to be created or maintained with respect to the maintenance and/or operation of the Aircraft.

“ Applicable Law ” means, without limitation, all applicable laws, treaties, international agreements, decisions and orders of any court, arbitration or governmental agency or authority and rules, regulations, orders, directives, licenses and permits of any governmental body, instrumentality, agency or authority, including, without limitation, the FAR and 49 U.S.C. § 41101, et seq., as amended.

“ DOT ” means the United States Department of Transportation or any successor agency.

“ FAA ” means the Federal Aviation Administration or any successor agency.

“ FAR ” means collectively the Aeronautics Regulations of the FAA and the DOT, as codified at Title 14, Parts 1 to 399 of the United States Code of Federal Regulations.

“ Operating Base ” means Minneapolis-St. Paul International Airport, Minneapolis, Minnesota.

“ Operational Control ” has the same meaning given the term in Section 1.1 of the FAR.

“ Pilot in Command ” has the same meaning given the term in Section 1.1 of the FAR.

“ Taxes ” means all taxes of every kind (excluding any tax measured by or assessed against a taxpayer’s income, including, without limitation, any income tax, gross income tax, net income tax, or capital gains tax, and any tax measured by or assessed against the Aircraft’s value, including, without limitation, any personal property or ad valorem tax) assessed or levied by any federal, state, county, local, airport, district, foreign, or other governmental authority, including, without limitation, sales taxes, use taxes, retailer taxes, federal air transportation excise taxes, federal aviation fuel excise taxes, and other similar duties, fees, and excise taxes.

“ Term ” is defined in Section 3.


2.	Agreement to Lease. Operator agrees to lease the Aircraft to Lessee from time to time on an “as needed and as available” basis, and to provide a fully qualified flight crew for all Lessee’s flights, in accordance with the terms and conditions of this Agreement. Nothing contained herein shall obligate or entitle Lessee to any minimum usage of the Aircraft.

Term and Termination. The initial term of this Agreement shall commence on the Effective Date and continue for a period of one year. Thereafter, this Agreement shall renew for additional and successive one year periods, until terminated as provided below. For purposes of this Agreement “ Term ” means the initial term and all successive one year renewal periods until this Agreement is terminated as provided below. This Agreement may be terminated by either Party at any time upon thirty (30) days prior written notice to the other Party, and this Agreement shall terminate automatically: (i) upon a final determination that there has been a total loss of all of the Aircraft; and (ii) on the date that Lessee ceases to be employed by Target Corporation or any of its affiliated companies, whether as a result of resignation, retirement, death or other termination.

Applicable Regulations. The Parties hereto intend that this Agreement shall constitute, and this Agreement shall be interpreted as, a Time Sharing Agreement as defined in Section 91.501(c)(1) of the FAR. The Parties agree that for all flights under this Agreement, the Aircraft shall be operated under the pertinent provisions of Subpart F of Part 91 of the FAR. If any provision of this Agreement is determined to be inconsistent with any of the requirements of the provisions of Subpart F of Part 91 of the FAR, such provision shall be deemed amended in any respect necessary to bring it into compliance with such requirements.


5.	Non-Exclusivity. Lessee acknowledges that the Aircraft is leased to Lessee hereunder on a non-exclusive basis, and that the Aircraft will also be subject to use by Operator, and may also be subject to non-exclusive leases and lease to others during the Term.

Flight Charges. For each flight (as defined below) conducted under this Agreement, Operator shall keep a log of the flight, and Lessee shall pay Operator the sum of the expenses of operating such flight to the extent prescribed by FAR 91.501(d) or any successor provision ( i.e. which shall not exceed the sum of the expenses set forth in subsections 6.1 - 6.10 below). For purposes of this Agreement, “ flight ” means a flight from a departure point to a single destination.


6.1	fuel, oil, lubricants, and other additives;


6.2	travel expenses of the crew, including food, lodging and ground transportation;


6.3	hangar and tie down costs away from the Aircraft’s Operating Base;


6.4	insurance obtained for the specific flight;


6.5	landing fees, airport taxes and similar assessments;


6.6	customs, foreign permit, and similar fees directly related to the flight;


6.7	in-flight food and beverages;


6.8	passenger ground transportation;


6.9	flight planning and weather contract services; and


6.10	an additional charge equal to 100% of the expenses listed in Section 6.1.

All flights that are conducted solely to reposition the Aircraft for the purposes of, or are related to, conducting a flight for the benefit of Lessee hereunder shall be deemed to be flights, and as such all expenses of said repositioning flights will be included on the invoice related to the associated passenger-carrying flight

Invoices and Payment. Operator will initially pay all expenses related to the operation of the Aircraft when and as such expenses are incurred, provided that within thirty (30) days after the last day of any calendar month during which any flight for the account of Lessee has been conducted, Operator shall provide an invoice to Lessee for an amount determined in accordance with Section 6 above; provided that with regard to expenses that remain indeterminable as of the date of any invoice, such expenses shall be included in the next regularly-provided invoice after such expenses have been determined. Lessee shall remit the full amount of any such invoice, together with any applicable Taxes under Section 8, to Operator promptly within thirty (30) days following Lessee’s receipt of the invoice date. Payment shall be made in the form of a check payable to “Target Corporation” at the following address:

Target Corporation

Flight Services

6925 34 ^th Avenue South

TFC-6925

Minneapolis, MN 55450

Or to such other address as Operator may direct from time-to-time.

Taxes. Lessee shall be responsible for, shall indemnify and hold harmless Operator against, any Taxes which may be assessed or levied as a result of the lease of the Aircraft to Lessee, or the use of the Aircraft by Lessee, including without limitation, any “federal excise tax” or “ FET ” imposed under Internal Revenue Code §4261 resulting from Lessee’s (or his guests’) use of the Aircraft under this Agreement. Lessee shall remit to Operator all such Taxes together with each payment made pursuant to Section 7.

Scheduling Flights. Lessee shall submit requests for flight time and proposed flight schedules to the Operator as far in advance of any given flight as reasonably possible. Lessee shall provide at least the following information for each proposed flight as far in advance as reasonably possible prior to scheduled departure: departure airport; destination airport; date and time of departure; the names of all passengers; the nature and extent of luggage and/or cargo to be carried; the date and time of return flight, if any; and any other information concerning the proposed flight that may be pertinent or required by Operator or Operator’s flight crew.

10.

Title and Registration. Operator has exclusive legal and equitable title to the Aircraft. Lessee acknowledges that title to the Aircraft shall remain vested in Operator. Lessee undertakes, to the extent permitted by Applicable Law, to do all such further acts, deeds, assurances or things as may be necessary or desirable, in Operator’s reasonable opinion, to protect or preserve Operator’s title to the Aircraft.

11.

Aircraft Maintenance. Operator shall be solely responsible for maintenance, preventive maintenance and required or otherwise necessary inspections of the Aircraft, and shall take such requirements into account in scheduling the Aircraft. No period of maintenance, preventative maintenance, or inspection shall be delayed or postponed for the purpose of scheduling the Aircraft, unless said maintenance or inspection can be safely conducted at a later time in compliance with all Applicable Law, and within the sound discretion of the Pilot in Command.

12.

Flight Crews. Operator shall provide, at its sole cost, to Lessee a qualified flight crew for each flight conducted in accordance with this Agreement. The members of the flight crew may be either employees or independent contractors of Operator. In either event, the flight crew shall be and remain under the exclusive command and control of Operator in all phases of all flights conducted hereunder.


13.	OPERATIONAL CONTROL. THE PARTIES EXPRESSLY AGREE THAT OPERATOR SHALL HAVE AND MAINTAIN SOLE OPERATIONAL CONTROL OF THE AIRCRAFT AND EXCLUSIVE POSSESSION, COMMAND AND CONTROL

OF THE AIRCRAFT FOR ALL FLIGHTS OPERATED UNDER THIS AGREEMENT, AND THAT THE INTENT OF THE PARTIES IS THAT THIS AGREEMENT CONSTITUTE A “TIME SHARING AGREEMENT” AS SUCH TERM IS DEFINED IN SECTION 91.501(C)(1) OF THE FAR. OPERATOR SHALL EXERCISE EXCLUSIVE AUTHORITY OVER INITIATING, CONDUCTING, OR TERMINATING ANY FLIGHT CONDUCTED ON BEHALF OF LESSEE PURSUANT TO THIS AGREEMENT.

14.

Authority of Pilot In Command. Notwithstanding that Operator shall have Operational Control of the Aircraft during any flight conducted pursuant to this Agreement, Operator and Lessee expressly agree that the Pilot in Command, in his or her sole discretion, may terminate any flight, refuse to commence any flight, or take any other flight-related action which in the judgment of the Pilot in Command is necessary to ensure the safety of the Aircraft, the flight crew, the passengers, and persons and property on the ground. The Pilot in Command shall have final and complete authority to postpone or cancel any flight for any reason or condition that in his or her judgment would compromise the safety of the flight. No such action of the Pilot in Command shall create or support any liability of Operator to Lessee for loss, injury, damage or delay.

15.

Passengers and Baggage. Lessee may carry on the Aircraft on all flights under this Agreement such passengers and baggage/cargo as Lessee in its sole but reasonable discretion shall determine; provided, however, that the passengers to be carried on such flights shall be limited to those permitted under the pertinent provisions of Part 91 of the FAR, and that the number of such passengers shall in no event exceed the number of passenger seats legally available in the Aircraft and the total load, including fuel and oil in such quantities as the Pilot in Command shall determine to be required, shall not exceed the maximum allowable load for the Aircraft.


16.	Prohibited Items. Lessee shall not cause or permit to be carried on board the Aircraft, and shall not cause or permit any passenger to carry on board the Aircraft, any contraband, prohibited dangerous goods, or prohibited controlled substances on the Aircraft at any time.


17.	Force Majeure. Operator shall not be liable for delay or failure to furnish the Aircraft and/or flight crew pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, weather conditions, acts of God or other unforeseen or unanticipated circumstances.


18.	Lessee Representations and Warranties. Lessee represents and warrants that:


18.1	Lessee will use the Aircraft solely for and on account of his own personal use, and will not use the Aircraft for the purpose of providing transportation of passengers or cargo for compensation or hire.


18.2	Lessee shall refrain from incurring any mechanic’s or other lien in connection with inspection, preventative maintenance, maintenance or storage of the Aircraft,


	whether permissible or impermissible under this Agreement, nor shall there be any attempt by Lessee to convey, mortgage, assign, lease, sublease, or any way alienate the Aircraft or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien.


18.3	During the Term of this Agreement, Lessee will abide by and conform to all Applicable Laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the use of the Aircraft by a time sharing lessee.


19.	No Assignments. Neither this Agreement nor any Party’s interest herein shall be assignable to any other party whatsoever.


20.	Modification. This Agreement may not be modified, altered, or amended except by written agreement executed by both Parties.


21.	Notices . All notices and other communications under this Agreement shall be in writing (except as otherwise permitted herein) and shall be given (and shall be deemed to have been duly given upon receipt or refusal to accept receipt) by personal delivery, by first class mail properly addressed and postage prepaid or by a reputable overnight courier service, addressed as follows:


If to Lessee:	Brian C. Cornell

c/o Corporate Secretary, Target Corporation

1000 Nicollet Mall

TPS-2670

Minneapolis, MN 55403


If to Operator:	Target Corporation

Flight Services

6925 34 ^th Avenue South

TFC-6925

Minneapolis, MN 55450

Attn: Senior Director, Flight Operations

or to such other person or address as either party shall from time to time designate in writing to the other party.


22.	Entire Agreement. This Agreement constitutes the entire agreement of the Parties as of the Effective Date and supersedes all prior or independent, oral or written agreements, understandings, statements, representations, commitments, promises, and warranties made with respect to the subject matter of this Agreement.


23.	Prohibited or Unenforceable Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibitions or unenforceability in any jurisdiction. To

the extent permitted by Applicable Law, each of Operator and Lessee hereby waives any provision of Applicable Law which renders any provision hereof prohibited or unenforceable in any respect.


24.	Governing Law. This Agreement has been negotiated and delivered in the State of Minnesota and shall in all respects be governed by, and construed in accordance with, the laws of the State of Minnesota, including all matters of construction, validity and performance, without giving effect to its conflict of laws provisions.

25.

DISCLAIMER. THE AIRCRAFT IS BEING LEASED BY THE OPERATOR TO THE LESSEE HEREUNDER ON A COMPLETELY “AS IS, WHERE IS,” BASIS, WHICH IS ACKNOWLEDGED AND AGREED TO BY THE LESSEE. THE WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND OPERATOR HAS NOT MADE AND SHALL NOT BE CONSIDERED OR DEEMED TO HAVE MADE (WHETHER BY VIRTUE OF HAVING LEASED THE AIRCRAFT UNDER THIS AGREEMENT, OR HAVING ACQUIRED THE AIRCRAFT, OR HAVING DONE OR FAILED TO DO ANY ACT, OR HAVING ACQUIRED OR FAILED TO ACQUIRE ANY STATUS UNDER OR IN RELATION TO THIS AGREEMENT OR OTHERWISE) ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT OR TO ANY PART THEREOF, AND SPECIFICALLY, WITHOUT LIMITATION, IN THIS RESPECT OPERATOR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES CONCERNING THE TITLE, AIRWORTHINESS, VALUE, CONDITION, DESIGN, MERCHANTABILITY, COMPLIANCE WITH SPECIFICATIONS, CONSTRUCTION AND CONDITION OF THE AIRCRAFT, OR FITNESS FOR A PARTICULAR USE OF THE AIRCRAFT AND AS TO THE ABSENCE OF LATENT AND OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AND AS TO THE ABSENCE OF ANY INFRINGEMENT OR THE LIKE, HEREUNDER OF ANY PATENT, TRADEMARK OR COPYRIGHT, AND AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT OR ANY PART THEREOF OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF. LESSEE HEREBY WAIVES, RELEASES, DISCLAIMS AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON ANY SUCH AND OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF OPERATOR AND RIGHTS, CLAIMS AND REMEDIES OF LESSEE AGAINST OPERATOR, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OF FITNESS FOR ANY PARTICULAR USE, (II) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, (III) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF

OPERATOR, ACTUAL OR IMPUTED, AND (IV) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO THE AIRCRAFT, OR FOR ANY OTHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.


26.	COUNTERPARTS. This Agreement may be executed by the Parties hereto in two (2) or more separate counterparts, each and all of which when so executed and delivered shall be an original, and all of which shall together constitute but one and the same instrument.


27.	TRUTH IN LEASING.

OPERATOR HEREBY CERTIFIES THAT, DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT, THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED IN ACCORDANCE WITH THE PROVISIONS OF PART 91 OF FAR.

THE PARTIES HERETO CERTIFY THAT DURING THE TERM OF THIS AGREEMENT AND FOR OPERATIONS CONDUCTED HEREUNDER, THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED IN ACCORDANCE WITH THE PROVISIONS OF PART 91 OF FAR.

OPERATOR ACKNOWLEDGES THAT WHEN IT OPERATES THE AIRCRAFT ON BEHALF OF LESSEE UNDER THIS AGREEMENT, OPERATOR SHALL BE KNOWN AS, CONSIDERED, AND IN FACT WILL BE THE OPERATOR OF THE AIRCRAFT AND SOLELY RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT. EACH PARTY HERETO CERTIFIES THAT IT UNDERSTANDS THE EXTENT OF ITS RESPONSIBILITIES, SET FORTH HEREIN, FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.

AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FEDERAL AVIATION ADMINISTRATION FLIGHT STANDARDS DISTRICT OFFICE.

THE PARTIES HERETO CERTIFY THAT A TRUE COPY OF THIS AGREEMENT SHALL BE CARRIED ON THE AIRCRAFT AT ALL TIMES, AND SHALL BE MADE AVAILABLE FOR INSPECTION UPON REQUEST BY AN APPROPRIATELY CONSTITUTED IDENTIFIED REPRESENTATIVE OF THE ADMINISTRATOR OF THE FAA.

IN WITNESS WHEREOF, the Parties have executed this Aircraft Time Sharing Agreement as of the date and year first written above.

OPERATOR:

TARGET CORPORATION

/s/ Richard D. Sedgwick

Richard D. Sedgwick

Senior Director, Flight Operations

LESSEE:

BRIAN C. CORNELL

/s/ Brian C. Cornell

Exhibit A

Aircraft



Type of Aircraft	U.S. Registration Number	Manufacturer Serial Number
Cessna Citation X	N484T	750-0199
Cessna Citation X	N585T	750-0197
Cessna Citation X	N686T	750-0211
Gulfstream G550	N383T	5007

Exhibit A, Page 1

“TRUTH IN LEASING” REQUIREMENTS

FAR §91.23(c)

(1) The Lessee or Operator must mail a copy of the Lease within 24 hours of its execution, to the Aircraft Registration Branch, Attn: Technical Section, P.O. Box 25724, Oklahoma City, Oklahoma 73125.

(2) A copy of the Lease must be carried in the Aircraft. The copy of the Lease shall be made available for review upon request by the Administrator.

(3) The Lessee or Operator must notify by telephone or in person the FAA Flight Standards district office nearest the airport where the flight will originate. Unless otherwise authorized by that office, the notification shall be given at least 48 hours before takeoff in the case of the first flight of that aircraft under the Lease or contract and inform the FAA of:

(i) The location of the airport of departure;

(ii) The departure time; and

(iii) The registration number of the aircraft involved.

(4) The copy of the Lease furnished to the FAA is commercial or financial information obtained from a person. It is, therefore, privileged and confidential and will not be made available by the FAA for public inspection or copying under 5 U.S.C. 552(b)(4) unless recorded with the FAA under Part 49 of the U.S. Code.

Exhibit (10)R

January 5, 2015

To the Banks party to the Credit Agreement referred to below

c/o Bank of America, N.A., as Agent for such Banks

222 Broadway, 14th Floor, NY3-222-14-03

New York, New York 10038

Attention: Agency Management Group

Re: Confidential Third Amendment of Credit Agreement

Ladies and Gentlemen:

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

The Borrower has notified the Agent that Target Canada Co., a Nova Scotia unlimited liability company (“ Target Canada ”), Target Canada Property LP, an Ontario limited partnership (“ Target Canada LP ”), and/or Target Canada Property LLC, a Minnesota limited liability company (“ Target Canada Property ”), and/or one or more of the direct or indirect Subsidiaries of Target Canada (Target Canada Property, Target Canada LP, Target Canada and any and all such direct or indirect Subsidiaries being herein collectively called the “ Target Canada Group ”) may reorganize or liquidate the business of some or all of the Target Canada Group, including but not limited to commencing proceedings under Canadian or United States bankruptcy laws (a “ Target Canada Proceeding ”).

The Borrower hereby requests that, notwithstanding anything to the contrary contained in the Credit Agreement, so long as any Target Canada Proceeding is commenced by February 28, 2015, none of:


(i)	the commencement, continuation, prosecution or resolution of any Target Canada Proceeding;


(ii)	the taking by the Borrower or any of its direct or indirect Subsidiaries (including without limitation any member of the Target Canada Group) of any corporate action in respect of any Target Canada Proceeding or the commencement, continuation, prosecution or resolution thereof;


(iii)	the acceleration of the maturity of any Debt or other obligations of any member of the Target Canada Group as a result of the commencement of a Target Canada Proceeding;


(iv)	the failure of any member of the Target Canada Group to pay any of its Debts or other obligations on a timely basis following the commencement of a Target Canada Proceeding;


(v)	the occurrence of any other event or condition following the commencement of a Target Canada Proceeding resulting in the acceleration of, or enabling any Person to accelerate, the maturity of any Debt or other obligations of any member of the Target Canada Group;

(vi)

the demand for payment by the Borrower or any of its other Subsidiaries, whether based upon guaranty agreements issued by the Borrower or any theory of suretyship, or the commencement or threatened commencement against the Borrower or any of its other Subsidiaries of any action, suit or proceeding seeking payment by such Person, of any Debt or other payment obligations of any member of the Target Canada Group following the commencement of a Target Canada Proceeding, or the failure by the Borrower or any such other Subsidiary to pay any Debt or other payment obligations of any member of the Target Canada Group on a timely basis to the extent the Borrower or such other Subsidiary is contesting its obligation to pay such Debt or other payment obligations in good faith by appropriate proceedings;


(vii)	the rendering against any member of the Target Canada Group of any judgments or orders following commencement of a Target Canada Proceeding or the failure of any such judgments or orders to be satisfied or stayed; or

(viii)

the taking by any creditors or other third parties of any other actions (including without limitation the commencement or threatened commencement of any other actions, suits or proceedings or the exercise or threatened exercise of any other rights or remedies) against or in respect of any member of the Target Canada Group or the property or assets or any member of the Target Canada Group following the commencement of a Target Canada Proceeding,

shall be deemed to be a breach of the representation set forth in Section 4.05 of the Credit Agreement nor shall be deemed to constitute an Event of Default under Section 6.01(e) , Section 6.01(f) , Section 6.01(g) , Section 6.01(h) or Section 6.01(j) of the Credit Agreement.

By its execution hereof, the Borrower represents and warrants to the Banks, as an inducement to enter into this Amendment, that (a) no event or condition has occurred or exists which constitutes, or with notice or lapse of time or both would constitute, an Event of Default under the Credit Agreement, (b) the representations and warranties of the Borrower contained in the Credit Agreement are true as of the date of this Third Amendment as if made on the date of this

Third Amendment, (c) this Third Amendment does not conflict with any law, agreement, or obligation by which the Borrower is bound, and (d) this Third Amendment is within the Borrower's powers, has been duly authorized, and does not conflict with any of the Borrower's organizational documents.

This Third Amendment shall become effective when, and only when, the Agent shall have received counterparts of this Third Amendment executed by us and the Required Banks. The amendments set forth in this Third Amendment are subject to the provisions of Section 9.05 of the Credit Agreement.

The Credit Agreement and the Notes 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 Third Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Bank or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

This Third 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 Third Amendment by telecopy or .pdf shall be effective as delivery of a manually executed counterpart of this Third Amendment.

[Signature Pages Follow.]

This Third 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 THIRD AMENDMENT]



		ADMINISTRATIVE AGENT :

		BANK OF AMERICA, N.A., as
		Administrative Agent

	By:	/s/ J. Casey Cosgrove
	Name:	J. Casey Cosgrove
	Title:	Director



		BANK OF AMERICA, N.A.

	By:	/s/ J. Casey Cosgrove
	Name:	J. Casey Cosgrove
	Title	Director



		CITIBANK, N.A.

	By:	/s/ Nicholas Pateros
	Name:	Nicholas Pateros
	Title	Vice President



		JPMORGAN CHASE BANK, N.A.

	By:	/s/ Barry Bergman
	Name:	Barry Bergman
	Title	Managing Director



		WELLS FARGO BANK, NATIONAL
		ASSOCIATION

	By:	/s/ Mark Halldorson
	Name:	Mark H. Halldorson
	Title	Director



		U.S. BANK NATIONAL
		ASSOCIATION

	By:	/s/ Michael J. Staloch
	Name:	Michael J. Staloch
	Title	Senior Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT]



		THE BANK OF
		TOKYO-MITSUBISHI, LTD.

	By:	/s/ Victor Pierzchalski
	Name:	Victor Pierzchalski
	Title	Authorized Signatory



		BARCLAYS BANK PLC

	By:	/s/ Ronnie Glenn
	Name:	Ronnie Glenn
	Title	Vice President



		MIZUHO CORPORATE BANK,
		LTD.

	By:	/s/ David Lim
	Name:	David Lim
	Title	Authorized Signatory



		GOLDMAN SACHS BANK USA

	By:	/s/ Michelle Latzoni
	Name:	Michelle Latzoni
	Title	Authorized Signatory



		HSBC BANK USA, NATIONAL
		ASSOCIATION

	By:	/s/ Alan Vitulich
	Name:	Alan Vitulich
	Title	Director



		ROYAL BANK OF CANADA

	By:	/s/ Simone G. Vinocour McKeever
	Name:	Simone G. Vinocour McKeever
	Title	Authorized Signatory

[SIGNATURE PAGE TO THIRD AMENDMENT]



		FIFTH THIRD BANK

	By:	/s/ Gary S. Losey
	Name:	Gary S. Losey
	Title	VP - Corporate Banking



		TORONTO DOMINION
		(NEW YORK) LLC

	By:	/s/ Massod Fikree
	Name:	Masood Fikree
	Title	Authorized Signatory



		DEUTSCHE BANK AG NEW YORK
		BRANCH

	By:	/s/ Virginia Cosenza
	Name:	Virginia Cosenza
	Title	Vice President

	By:	/s/ Andreas Neumeier
	Name:	Andreas Neumeier
	Title	Managing Director



		STATE STREET BANK & TRUST
		COMPANY

	By:	/s/ Andrei Bourdine
	Name:	Andrei Bourdine
	Title	Vice President



		SUMITOMO MITSUI BANKING
		CORPORATION

	By:	/s/ David Kee
	Name:	David Kee
	Title	Managing Director

[SIGNATURE PAGE TO THIRD AMENDMENT]



		THE BANK OF NEW YORK
		MELLON

	By:	/s/ William M. Feathers
	Name:	William M. Feathers
	Title	Vice President



		FIRST HAWAIIAN BANK

	By:	/s/ Derek Chang
	Name:	Derek Chang
	Title	Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT]

Exhibit (10)S

DIP FACILITY TERM SHEET

Dated: January 14, 2015

WHEREAS , Target Canada Co., a Nova Scotia unlimited company, has requested that the DIP Lender (as defined below) provide it funding in order to assist with certain restructuring proceedings under the Companies’ Creditors Arrangement Act (the “ CCAA ”) to be commenced before the Ontario Superior Court of Justice (the “ Court ”) involving itself and its subsidiaries in accordance with the terms set out herein;

NOW THEREFORE , the parties, in consideration of the foregoing and the mutual agreements contained herein (the receipt and sufficiency of which are hereby acknowledged), agree as follows:



DIP BORROWER	Target Canada Co. and its subsidiaries (collectively, the “ Borrower ”)
DIP LENDER	Target Corporation (the “ DIP Lender ”)
STATUS OF EXISTING FACILITY		Effective upon the date upon which the Borrower obtains the Initial Order under the CCAA (the “Filing Date” ), the Borrower acknowledges and agrees the amount owing to Nicollet Enterprise 1 S.à r.l. (the “ Parent ”) pursuant to the Loan Facility Agreement dated as of May 18, 2011, between Borrower and Parent (f/k/a TSS S.à r.l.), as amended on March 28, 2014, on October 30, 2014 and on January 2, 2015 (as so amended, the “Existing Credit Agreement” ) is CDN $3,068,729,437.67 (together with fees, costs, expenses and other charges now or hereafter payable by the Borrower pursuant thereto), and is subject to the stay of proceedings contained in the Initial Order, but is owing without offset, right of compensation, defence or counterclaim of any nature, kind or description whatsoever. Notwithstanding the foregoing, Borrower and Parent have entered into a Subordination and Postponement Agreement dated as of January 12, 2015 pursuant to which the claims and rights of the Parent under the Existing Credit Agreement may be subordinated to other Proven Claims in the CCAA proceeding, all as more fully set forth therein.

- 2 -



USE OF PROCEEDS AND PROJECTED CASH FLOWS		The Borrower has provided to the DIP Lender prior to the execution of this Term Sheet the cash flow projections (as the same may be amended from time to time as described below, the “ Cash Flow Projections ”) set out in Schedule A reflecting the projected cash requirements of the Target Canada Group for the 13 week period commencing on the Filing Date calculated on a weekly basis. The expenditures set out in the Cash Flow Projections may not be exceeded without the consent of the DIP Lender other than a cumulative variance in the actual expenditures from the Filing Date forward in an aggregate amount less than 20% which variance has been approved by the Monitor and nonetheless still subject to the Maximum Amount (as defined below),
		Every four weeks, the Borrower will provide the DIP Lender with an updated weekly budget of the following 13 week period in reasonably similar form to the Cash Flow Projections attached as Schedule A hereto (as updated, the “ Updated Cash Flow Projections ”) describing the Borrower’s updated cash flow requirements which shall be prepared by the Borrower in good faith and approved by the Monitor. Updated Cash Flow Projections which have been approved by the Monitor and do not project the DIP Facility exceeding the Maximum Amount then shall be the Cash Flow Projections for the purpose of this Term Sheet.
		Advances under the DIP Facility (“ DIP Advances ”) shall only be used for working capital and general corporate purposes of the Borrower and its subsidiaries while under CCAA protection to pay those expenses contemplated by the Initial Order, any other Restructuring Court Order (as defined below) and in conformance with the Cash Flow Projections (the “ Contemplated Expenses ”).
		All material expenditures by the Borrower shall be consistent with Cash Flow Projections and shall be subject in each case to the overall limit on the availability of DIP Advances imposed by the Maximum Amount.
		Notwithstanding anything to the contrary herein, none of the proceeds of the DIP Advances may be used in connection with (a) any investigation (including discovery proceedings), initiation or prosecution of any claims, causes of action, motions, applications, actions, or other litigation against the DIP Lender, or (b) the initiation or prosecution of any claims, causes of action, motions, applications, actions, or other

- 3 -



		litigation against the DIP Lender in such capacity in respect of this Term Sheet.
MAXIMUM AMOUNT		The maximum amount (“ Maximum Amount ”) available under the credit facility (the “ DIP Facility ”) will be USD $175,000,000.
MATURITY DATE		The earlier of (i) the date on which the stay of proceedings pursuant to the Initial Order, as amended from time to time, finally expires without being extended, (ii) the date on which the CCAA proceedings are terminated or (iii) January 15, 2016, or such later date as may be agreed to in writing by the DIP Lender, in its sole discretion (the “ Maturity Date ”).
		The commitment in respect of the DIP Facility shall expire on the Maturity Date and all amounts outstanding under the DIP Facility (the “ Obligations ”) shall be repaid in full on the Maturity Date without the DIP Lender being required to make demand upon the Borrower or to give notice that the DIP Facility has expired and the Obligations are due and payable, subject to the order of the Court.
DIP FACILITY		The DIP Facility will be a non-revolving term multi-draw credit facility up to the Maximum Amount, and will be available until the Maturity Date, subject to and upon the terms and conditions set out in this Term Sheet and the DIP Credit Documentation. All DIP Advances shall be deposited into the Borrower’s existing bank accounts at Bank of America (the “ Borrower’s Accounts ”) and withdrawn strictly to pay those Contemplated Expenses and otherwise in accordance with the terms hereof and the Initial Order. Each Borrower under the DIP Facility shall be jointly and severally liable for the amounts borrowed by any Borrower and interest thereon.

- 4 -



INTEREST RATE		The Borrower shall pay the DIP Lender interest (“ Interest ”) on the principal outstanding amount of the DIP Advances and all other Obligations from time to time owing hereunder from the date of each DIP Advance or the date such other Obligation arises, as applicable, both before and after maturity, demand, default, or judgment and until actual payment in full, at the rate of 5% per annum payable on the Maturity Date; provided, however, that upon the occurrence of an Event of Default that is continuing the rate shall automatically become 7% per annum until the Maturity Date. All payments under or in respect of the DIP Facility shall be made free and clear of any withholding tax unless the Borrower is required to make such withholding under applicable law. If such withholding is required, any payments under the DIP Facility shall be made net of applicable withholding and there shall be no additional amounts payable by the Borrower in respect of withholding tax.
		For the purpose of the Interest Act (Canada), the yearly rate of interest applicable to amounts owing under this note will be calculated on the basis of a 365 day year.
		If any provision of this Term Sheet or the DIP Credit Documentation would obligate the Borrower to make any payment of interest or other amount payable to the DIP Lender in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the DIP Lender of interest at a criminal rate (as construed under the Criminal Code (Canada)), then notwithstanding that provision, that amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or result in a receipt by the DIP Lender of interest at a criminal rate.
DIP SECURITY		All Obligations of the Borrower under or in connection with the DIP Facility and any of the DIP Credit Documentation shall be secured by a Court Ordered Charge on all real and personal property now leased, owned or hereafter acquired by the Borrower (the “ DIP Lender’s Charge ”) without need for any further loan or security documentation or filings in any personal property security registration regime or real property system.

- 5 -



MANDATORY REPAYMENTS	1.	Unless otherwise agreed by the DIP Lender, the Borrower shall make the following mandatory prepayments of the outstanding principal amount of the DIP Advances, if any, at the time of receipt of the net cash proceeds described below (subject in each case to payment or reserves for Court Ordered Charges, taxes and payment of Permitted Priority Liens):
		(a)	Prepayments in an amount equal to (i) 100% of the net cash proceeds received from the incurrence of indebtedness by the Borrower or any of its subsidiaries which, for greater certainty, may only be incurred with the consent of the DIP Lender, and (ii) 100% of the net cash proceeds from the receipt of any extraordinary income or receipts (including, without limitation, insurance proceeds (excluding business interruption, workers compensation or liability insurance), tax refunds and similar receipts outside of the ordinary course) by the Borrower or any of its subsidiaries; and
		(b)	Prepayments in an amount equal to 100% of the net cash proceeds of any sale or other disposition (including as a result of casualty or condemnation) by the Borrower or any of its subsidiaries of any assets other than inventory (whether such inventory is sold or disposed of through return to the vendor or wholesaler, the liquidation of the inventory by the Agent once appointed by the Court or otherwise).
	2.	All net cash proceeds payable to the DIP Lender from any of the events described above shall be applied, except as otherwise agreed to by the DIP Lender in writing, as follows:
		(a)	first, to pay accrued and unpaid Interest on the Obligations under the DIP Facility;
		(b)	second, to repay any principal amounts outstanding in respect of the DIP Facility; and
		(c)	third, the balance to be paid to the Borrower.

- 6 -



	Any repayment of principal hereunder will not increase or decrease the remaining amount available under the DIP Facility then available under this Term Sheet.
ADDITIONAL CONDITIONS PRECEDENT TO DIP FUNDING TO THE BORROWER	The DIP Lender’s obligation to make any DIP Advance hereunder is subject to, and conditional upon, all of the following conditions precedent being satisfied at the time each such DIP Advance is to be made:
	1.	The Borrower shall have commenced proceedings under the CCAA and an Initial Order in form and substance acceptable to the DIP Lender, acting reasonably, shall have been entered by the Court (as amended from time to time, the “ Initial Order ”) and shall be in full force and effect and shall have not been stayed, reversed, vacated, rescinded, modified or amended in any respect materially adversely affecting the DIP Lender solely in its capacity as DIP Lender, unless otherwise agreed by the DIP Lender, acting reasonably.
	2.	There shall not exist any continuing Event of Default or Pending Event of Default as hereinafter defined (including any Event of Default or Pending Event of Default that would result from making the contemplated DIP Advance).
	3.	Other than the proceedings contemplated by the Initial Order and regulatory compliance matters, there shall not exist in Canada in respect of the Borrower or any subsidiary any action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority which is not stayed by the Initial Order.
	4.	Each Restructuring Court Order (defined below) shall be in full force and effect and not have been stayed, reversed, vacated, rescinded, modified or amended in any respect materially adversely affecting the DIP Lender, solely in its capacity as DIP Lender unless otherwise agreed by the DIP Lender, acting reasonably.

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	5.	The Borrower shall have complied in all material respects with all applicable laws, regulations and policies in relation to its business and the Initial Order, except to the extent stayed or excused under applicable provisions of the CCAA or any Restructuring Court Order (defined below).
	6.	There shall be no Liens ranking ahead of the DIP Lender’s Charge, except for the other Court Ordered Charges and Permitted Priority Liens arising by operation of law in the ordinary course of business without any contractual grant of security.
AFFIRMATIVE COVENANTS	The Borrower covenants and agrees, and agrees to cause each of its subsidiaries, to do the following:
	1.	Allow the DIP Lender and its financial advisor(s) (the “ DIP Advisors ”) full access to the books and records of the Target Canada Group on reasonable notice and during normal business hours and cause management thereof to fully co-operate with all reasonable requests of the DIP Advisors.
	2.	Provide to the DIP Lender an oral or brief written weekly status update and plan regarding the restructuring process and information which may otherwise be confidential subject to same being maintained as confidential by the DIP Lender and the DIP Advisors, subject to usual exceptions.
	3.	Use reasonable efforts to keep the DIP Lender and the DIP Advisors apprised on a timely basis of all material developments with respect to the activities and affairs of the Target Canada Group.
	4.	Deliver to the DIP Lender such information as may from time to time be reasonably requested by the DIP Lender or the DIP Advisors (including any information pertaining to non-debtor affiliates and/or subsidiaries of the Target Canada Group), at the reasonable times requested.

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5.	Consult with the DIP Lender with respect to the asset sale and disposition process established in the CCAA proceedings (the “ Approved Sale Process ”), and any amendments thereto, and deliver to the DIP Lender draft copies of any court materials in respect of the CCAA Proceeding (including, without limitation, any notices of motion, affidavits, other evidence, and forms of orders) which the Borrower intends to file with the Court for review and comment by the DIP Lender no later than 2 Business Days prior to the date on which the Borrower serves and files such court materials (or as soon as possible in exigent circumstances where it is not reasonably practicable to provide copies 2 Business Days in advance).
6.	Use the proceeds of the DIP Facility only for the purposes of working capital and general corporate purposes of the Borrower consistent with the restrictions set out herein.
7.	Every week (by noon Central time on the 5 ^th Business Day for the preceding week) provide to the DIP Lender and DIP Advisors the following:
	(i)	statement of receipts and disbursements for the past week, showing variances on a weekly and cumulative basis (with reference to the Cash Flow Projections) and, for all material variances (favourable or unfavourable) for any line item, an explanation of such variance;
	(ii)	statement of accounts receivable and accounts payable; and
	(iii)	asset sales process update report regarding the Approved Sale Process from the Financial Advisor (defined below), senior management and/or the Monitor;

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		8.	Maintain all cash and cash equivalents, and deposit all proceeds of receivables of the Borrower in the Borrower’s Accounts unless otherwise agreed by the DIP Lender.
		9.	Comply with the provisions of the Court orders made in the CCAA Proceedings (the “ Restructuring Court Orders ” and each a “ Restructuring Court Order ”).
		10.	Forthwith notify the DIP Lender and DIP Advisors of the occurrence of any Event of Default or Pending Event of Default, or of any event or circumstance that may constitute a material adverse change from the Cash Flow Projections.
		11.	Duly and punctually pay or cause to be paid to the DIP Lender all principal and interest payable by it under this Term Sheet and under any other DIP Credit Documentation on the dates, at the places and in the amounts and manner set forth herein.
		12.	Comply in all material respects with all applicable laws, rules and regulations applicable to their businesses in the CCAA Proceedings, including, without limitation, environmental laws.
		13.	Retain Lazard Freres & Co. LLC as financial advisor (the “ Financial Advisor ”), such retention to be ratified by the Court, on terms and conditions acceptable to the Borrower and the DIP Lender acting reasonably, to conduct the Approved Sale Process in the CCAA Proceedings in accordance with a plan approved by the Monitor, the DIP Lender and the Court as it may be amended from time to time in accordance with the terms hereof.
		14.	Conclude substantially all “going out of business” sales and disposition of its retail inventory by June 1, 2015 or as may otherwise be agreed by Monitor and DIP Lender.

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NEGATIVE COVENANTS	The Borrower covenants and agrees, and covenants and agrees to cause its subsidiaries, not to do the following other than with the prior written consent of the DIP Lender:
	1.	Transfer, lease or otherwise dispose of all or any part of its assets outside the ordinary course of business (but excluding disposition of retail inventory by the Agent through “going out of business sales” or similar sales) except in accordance with the Initial Order and Approved Sale Process without the prior written consent of the DIP Lender. For greater certainty, in the case of any transfer, lease or disposition of any property, assets or undertaking of any of the Borrower or any subsidiaries thereof, all proceeds of such transfer, lease or disposition shall be subject to the provisions herein under “Mandatory Repayments” to the extent applicable and subject to the exceptions contained therein.
	2.	Make any payment of principal or interest in respect of existing (pre-Filing Date) indebtedness (other than indebtedness secured by Permitted Priority Liens) or declare or pay any dividends except as contemplated by the Cash Flow Projections and as approved by the Monitor and the DIP Lender or the Court, it being understood that such covenant shall not require consent for critical supplier/service provider payments made in accordance with the Initial Order.
	3.	Create or permit to exist indebtedness for borrowed money other than existing (pre-Filing Date) debt and debt contemplated by this DIP Facility.
	4.	Enter into or amend any material transaction, agreement, contract, guarantee, or arrangement of any kind or nature outside the ordinary course of business, or make any payments, except for those transactions, agreements, contracts, arrangements or payments which are contemplated by the Cash Flow Projections, effected pursuant to the wind down and liquidation process and approved by the Monitor or approved by the DIP Lender.
	5.	Enter into or agree to enter into any investments other than cash equivalents or acquisitions of any kind, direct or indirect, in any business.

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	6.	Create or permit to exist any Liens on any of its properties or assets other than the Court Ordered Charges and Permitted Priority Liens.
	7.	Amalgamate, consolidate with or merge into, or enter into any similar transaction with any other entity other than in accordance with any Plan of Compromise or Arrangement.
	8.	Amend its corporate charter or take any action to cause the dissolution of the Borrower entity other than in accordance with any Plan of Compromise or Arrangement.
	9.	Seek or obtain any Restructuring Court Order that materially adversely affects the DIP Lender solely in its capacity as DIP Lender except with the prior written consent of the DIP Lender.
EVENTS OF DEFAULT	The occurrence of any one or more of the following events shall constitute an event of default (“ Event of Default ”) under this Term Sheet
		(a)	breach by the Borrower in the observance or performance of any material provision, covenant (affirmative or negative) or agreement contained in this Term Sheet or other DIP Credit Documentation and such breach shall continue unremedied for more than 10 Business Days after the Borrower becomes aware of such breach (or such other period as may be mutually agreed); provided, however, that a breach of the reporting requirements under “Affirmative Covenants” Section 7 must be remedied within 3 Business Days after such report was due;

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			(b)	(i) any order shall be entered reversing, amending, varying, supplementing, staying, vacating or otherwise modifying in any respect in a manner materially affecting the DIP Lender any Restructuring Court Order without the prior written consent of the DIP Lender, (ii) any Restructuring Court Order shall cease to be in full force and effect in a manner that has a material adverse effect on the interests of the DIP Lender, or (iii) Borrower or any subsidiary shall fail to comply in any material respect that has an adverse affect on the interests of the DIP Lender with any Restructuring Court Order;
			(c)	this Term Sheet or any other DIP Credit Documentation shall cease to be effective or shall be contested by the Borrower;
			(d)	any Restructuring Court Order is issued by the Court (or any other court of competent jurisdiction) that materially adversely affects the DIP Lender, without the prior written consent of the DIP Lender;
			(e)	the CCAA proceedings are terminated or dismissed or converted to a receivership, proposal in bankruptcy or bankruptcy proceeding or any order is granted by the Court (or any court of competent jurisdiction) granting relief from the stay of proceedings in the Initial Order (as extended from time to time until the Maturity Date with the consent of the DIP Lender, which the DIP Lender will consent to provided that no Event of Default has occurred hereunder, the “ Stay of Proceedings ”), unless agreed by the DIP Lender in its sole discretion;
			(f)	the Stay of Proceedings expires without being extended;

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			(g)	any plan of compromise or arrangement is proposed, filed or sanctioned by the Court in a form and in substance that is not acceptable to the DIP Lender if such plan of compromise or arrangement does not either provide for the repayment of the obligations under the DIP Facility in full by the Maturity Date or designate the DIP Lender as unaffected by such plan;
			(h)	any Updated Cash Flow Projections delivered to the DIP Lender reflect a material adverse change to the Borrower or there occurs any negative variance greater than 20% for all expenditures, on a cumulative basis from the Filing Date as compared to the Cash Flow Projections, excluding timing variances;
			(i)	the Borrower makes any material payments of any kind not permitted by the Initial Order or the Term Sheet;
			(j)	there occurs a material amendment, waiver, modification or alteration to the Approved Sale Process without the prior written consent of the Monitor or approval of the Court;
			(k)	if one or more of the Monitor, counsel to the Monitor, counsel to the Borrower, or the Financial Advisor withdraws its services on behalf of the Borrower and/or terminates its engagement with the Borrower in accordance with the provisions of the Initial Order or otherwise, and an alternative professional is not appointed (which, in the case of the Financial Advisor or Monitor, any such alternative professional must be approved by the DIP Lender), or if alternative arrangements are not made acceptable to the DIP Lender, in each case, within 5 Business Days;
			(l)	failure of the Borrower to pay principal or interest when due under this Term Sheet or any other DIP Credit Documentation;
			(m)	borrowings under the DIP Facility exceed the Maximum Amount.

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REMEDIES		Upon the occurrence of an Event of Default, the DIP Lender may, upon three (3) Business Days’ prior written notice to the Borrower and the Monitor, (i) terminate the DIP Facility, (ii) apply to the Court for the appointment of an interim receiver or a receiver and manager of the undertaking, property and assets of the Borrower or for the appointment of a trustee in bankruptcy of the Borrower, (iii) exercise the powers and rights of a secured party under the Personal Property Security Act (Ontario) or any legislation of similar effect applicable to the DIP Lender’s Charge, and (iv) exercise all such other rights and remedies under the DIP Credit Documentation and the Restructuring Court Orders.
FURTHER ASSURANCES		The Borrower shall at its expense, from time to time do, execute and deliver, or will cause to be done, executed and delivered, all such further acts, documents (including, without limitation, certificates, declarations, affidavits, reports and opinions) and things as the DIP Lender may reasonably request for the purpose of giving effect to this Term Sheet and the DIP Lender’s Charge, perfecting, protecting and maintaining the Liens created by the DIP Lender’s Charge or establishing compliance with the representations, warranties and conditions of this Term Sheet or any other DIP Credit Documentation.
CURRENCY		Unless otherwise specified herein, all references to dollar amounts (without further description) shall mean Canadian Dollars. All payments hereunder shall be made in U.S. Dollars.
ENTIRE AGREEMENT		This Term Sheet, including the Schedules hereto and the DIP Credit Documentation, constitutes the entire agreement between the parties relating to the subject matter hereof. To the extent that there is any inconsistency between this Term Sheet and any of the other DIP Credit Documentation, this Term Sheet shall govern.
AMENDMENTS, WAIVERS, ETC.		No waiver or delay on the part of the DIP Lender in exercising any right or privilege hereunder or under any other DIP Credit Documentation will operate as a waiver hereof or thereof unless made in writing and signed by an authorized officer of the DIP Lender. Any consent to be provided by the DIP Lender shall be granted or withheld solely in its capacity as and having regard to its interests as DIP Lender.

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ASSIGNABILITY		The DIP Lender’s rights and obligations under this Term Sheet are fully assignable, to an affiliate of the DIP Lender or with the consent of the Borrower, acting reasonably, before an Event of Default to any other entity and are freely assignable after an Event of Default has occurred and is continuing. The Target Canada Group hereby consents to the disclosure of any confidential information in respect of the Target Canada Group to any potential assignee provided such potential assignee agrees in writing to keep such information confidential.
SEVERABILITY		Any provision in any DIP Credit Documentation which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
COUNTERPARTS AND FACSIMILE SIGNATURES		This Term Sheet may be executed in any number of counterparts and by facsimile or e-mail transmission, each of which when executed and delivered shall be deemed to be an original, and all of which when taken together shall constitute one and the same instrument. Any party may execute this Term Sheet by signing any counterpart of it.
GOVERNING LAW AND JURISDICTION		This Term Sheet shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Borrower irrevocably submits to the non-exclusive courts of the Province of Ontario, waives any objections on the ground of venue or forum non conveniens or any similar grounds, and consents to service of process by mail or in any other manner permitted by relevant law.
ADDITIONAL DEFINITIONS		Capitalized terms not otherwise defined herein shall have the following meanings:

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			“ Agent ” means the party that shall liquidate the inventory and furniture, fixtures and equipment of the Borrower and its subsidiaries during the CCAA proceedings pursuant to an agency agreement to be approved by the Court. “ Business Day ” means each day other than a Saturday or Sunday or a statutory or civic holiday that banks are open for business in both Toronto, Ontario, Canada and Minneapolis, Minnesota, United States. “ Court Ordered Charges ” means charges granted by the Court over the assets, properties and undertakings of the Borrower pursuant to the Initial Order and any other Restructuring Court Order, which shall include, without limitation, an administration charge, DIP Lender's Charge, directors' charge, Agent’s charge and key employee retention plan charge.
			“ DIP Credit Documentation ” means this Term Sheet, the Order of the Court approving it and any other definitive documentation in respect of the DIP Facility that are in form and substance satisfactory to the DIP Lender.
			“ Filing Date ” means the date upon which the Borrower obtains the Initial Order under the CCAA.
			“ Liens ” means all mortgages, pledges, charges, encumbrances, hypothecs, liens and security interests of any kind or nature whatsoever.
			“ Pending Event of Default ” means an event that, but for the requirement for the giving of notice, lapse of time, or both, would constitute an Event of Default.
			“Permitted Priority Liens” means: (i) specific purchase-money security interests or capital leases; (ii) statutory superpriority deemed trusts and liens for unpaid employee source deductions; (iii) liens for unpaid municipal property taxes or utilities that are given first priority over other liens by statute; and (iv) such other permitted liens as may be agreed to in writing by the DIP Lender.
			“ Target Canada Group” means the Borrower and its direct and indirect subsidiaries.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS HEREOF , the parties hereby execute this Term Sheet as of the date first written above.



		TARGET CANADA CO. , as Borrower
		By:	/s/ Aaron E. Alt
			Name: Aaron E. Alt
			Title: Chief Executive Officer, President and Treasurer



		TARGET CORPORATION , as DIP Lender
		By:	/s/ Sara J. Ross
			Name: Sara J. Ross
			Title: Assistant Treasurer



		TARGET CANADA HEALTH CO. , as Borrower
		By:	/s/ Mark J. Wong
			Name: Mark J. Wong
			Title: Vice President and Secretary



		TARGET CANADA MOBILE GP CO. , as Borrower
		By:	/s/ Mark J. Wong
			Name: Mark J. Wong
			Title: President and Secretary



		TARGET CANADA PHARMACY (BC) CORP. , as Borrower
		By:	/s/ Mark J. Wong
			Name: Mark J. Wong
			Title: Vice President and Secretary

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		TARGET CANADA PHARMACY (ONTARIO) CORP. , as Borrower
		By:	/s/ Mark J. Wong
			Name: Mark J. Wong
			Title: Vice President and Secretary



		TARGET CANADA PHARMACY CORP. , as Borrower
		By:	/s/ Mark J. Wong
			Name: Mark J. Wong
			Title: Vice President and Secretary



		TARGET CANADA PHARMACY (SK) CORP. , as Borrower
		By:	/s/ Mark J. Wong
			Name: Mark J. Wong
			Title: Vice President and Secretary



		TARGET CANADA PHARMACY FRANCHISING LP , as Borrower by its general partner, TARGET CANADA HEALTH CO.
		By:	/s/ Mark J. Wong
			Name: Mark J. Wong
			Title: Vice President and Secretary



		TARGET CANADA MOBILE LP , as Borrower by its general partner, TARGET CANADA MOBILE GP CO.
		By:	/s/ Mark J. Wong
			Name: Mark J. Wong
			Title: Vice President and Secretary

SCHEDULE A

CASH FLOW PROJECTIONS

See attached.



13-Week Cash Flow Forecast
($ in 000's CAD)	Wk-1			Wk-2			Wk-3			Wk-4			Wk-5			Wk-6		Wk-7		Wk-8		Wk-9		Wk-10		Wk-11		Wk-12		Wk-13			13-Week
Week Ending ==>	17-Jan			24-Jan			31-Jan			07-Feb			14-Feb			21-Feb		28-Feb		07-Mar		14-Mar		21-Mar		28-Mar		04-Apr		11-Apr			Total

OPERATING RECEIPTS

Sales Receipts	$	8,300		$	43,921		$	43,125		$	51,769		$	59,167		$	45,359	$	42,220	$	47,832	$	46,518	$	46,541	$	31,838	$	24,093	$	17,122		$	507,804
Other Receipts	—			—			—			—			—			—		—		—		—		—		—		—		—			—

TOTAL RECEIPTS	8,300			43,921			43,125			51,769			59,167			45,359		42,220		47,832		46,518		46,541		31,838		24,093		17,122			507,804

OPERATING DISBURSEMENTS
Employee Payments	16,085			303			17,393			303			16,321			305		17,161		285		14,376		269		14,944		250		13,077			111,072
Rent & Occupancy	—			9,558			354			6,558			608			6,812		608		6,812		791		6,995		791		6,995		791			47,669
DC / Logistics	10,094			18,941			2,235			7,396			2,211			7,073		1,181		6,235		—		5,625		—		5,625		—			66,616
Normal Course Taxes	4,400			12,871			437			11,474			328			18,812		328		11,365		262		20,491		262		262		262			81,555
Professional Fees	—			3,747			—			3,810			—			3,977		—		3,047		—		2,477		—		2,477		—			19,536
All Other	5,429			9,313			4,879			3,821			5,080			4,758		5,153		4,161		4,869		3,684		3,728		3,451		3,328			61,654

Current Operating Disbursements	36,007			54,733			25,299			33,363			24,547			41,737		24,431		31,905		20,298		39,541		19,725		19,060		17,458			388,102

OPERATING CASH FLOW	(27,707		)	(10,811		)	17,826			18,406			34,620			3,622		17,789		15,927		26,220		7,000		12,113		5,033		(336		)	119,702

INTERCOMPANY DISBURSEMENTS
Intercompany Services	—			—			—			6,247			—			—		—		8,329		—		—		—		—		10,411			24,986
DIP Interest	—			—			—			—			—			129		—		—		—		—		—		—		—			129

Intercompany Disbursements	—			—			—			6,247			—			129		—		8,329		—		—		—		—		10,411			25,116

NET CASH FLOW	$	(27,707	)	$	(10,811	)	$	17,826		$	12,160		$	34,620		$	3,493	$	17,789	$	7,599	$	26,220	$	7,000	$	12,113	$	5,033	$	(10,747	)	$	94,586


WEEKLY LIQUIDITY
Beginning Bank Cash Balance	$	1,000		$	13,293		$	10,000		$	10,000		$	10,000		$	27,086	$	30,579	$	48,369	$	55,967	$	82,187	$	89,187	$	101,300	$	106,333		$	1,000
Weekly Cash Flow	(27,707		)	(10,811		)	17,826			12,160			34,620			3,493		17,789		7,599		26,220		7,000		12,113		5,033		(10,747		)	94,586
DIP Funding	40,000			7,519			(17,826		)	(12,160		)	(17,534		)	—		—		—		—		—		—		—		—			—
Total	13,293			10,000			10,000			10,000			27,086			30,579		48,369		55,967		82,187		89,187		101,300		106,333		95,586			95,586

FX Translation	—			—			—			—			—			—		—		—		—		—		—		—		—			—
Change in Float	—			—			—			—			—			—		—		—		—		—		—		—		—			—
Ending Bank Cash Balance	$	13,293		$	10,000		$	10,000		$	10,000		$	27,086		$	30,579	$	48,369	$	55,967	$	82,187	$	89,187	$	101,300	$	106,333	$	95,586		$	95,586


Ending DIP Balance	$	40,000		$	47,519		$	29,693		$	17,534		$	—		$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—		$	—

Exhibit (10)V

Target Corporation 2011 Long-Term Incentive Plan

AMENDED AND RESTATED EXECUTIVE

NON-QUALIFIED STOCK OPTION AGREEMENT

(U.S. and Canada)

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made in Minneapolis, Minnesota as of the date of grant (the “Grant Date”) set forth in the award letter (the “Award Letter”) by and between the Company and the person (the “Executive”) identified in the Award Letter. This award of Options (collectively, may be referred to as the “Option”), provided to you as a Service Provider, is being issued under the Target Corporation 2011 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions.

2. Grant of Option . Subject to the relevant terms of the Plan and this Agreement, as of the Grant Date, the Company has granted the Executive the number of Options set forth in the Award Letter.

3. Purchase Price . The purchase price of each Share covered by the Option, which is 100% or more of the Fair Market Value of a Share on the Grant Date, shall be as set forth in the Award Letter.

4. Exercise . Subject to Section 4(a), the Executive may exercise all or any part of the vested and previously unexercised portion of the Option at any time and from time to time until the Option expires, subject to the following provisions and subject to the terms of the Plan:

(a) Shares Vested and Purchasable . The right to purchase 25% of the Shares subject to the Option shall vest on the first anniversary of the Grant Date and the right to purchase an additional 25% of the Shares subject to the Option shall vest on each succeeding anniversary of the Grant Date until the Option is 100% vested (on the fourth anniversary of the Grant Date). The unvested portion of the Option may not be exercised.

(b) Exercisable Only by the Executive . Only (i) the Executive, (ii) the Executive’s guardian or legal representative on behalf of the Executive, or (iii) the Executive’s family member to the extent the Option or any part thereof is transferred to such family member pursuant to Section 7(b), may exercise the Option during the Executive’s lifetime.

(c) Option Term . Except as provided in Section 4(d) or the Plan, the Option shall expire on the tenth anniversary of the Grant Date.

(d) Termination of Service . The Executive may exercise the Option after the Executive’s termination of Service only as follows:

(i) Early Retirement . Subject to Section 4(f), if the Executive’s termination of Service occurs after attaining age 45 and prior to attaining age 60, the Executive has been providing Service for 15 years or more (which 15 years need not be continuous), and the Executive has been providing Service continuously from the Grant Date to the Executive’s date of termination, the Executive may exercise the vested portion of the Option within the applicable extension period or 10 years after the Grant Date, whichever is earlier. The applicable extension period shall be: (A) 2 years, if the Executive’s termination of Service occurs prior to attaining age 48, (B) 3 years, if the Executive’s termination of Service occurs after attaining age 48 and prior to attaining age 52, (C) 4 years, if the Executive’s termination of Service occurs after attaining age 52 and prior to attaining age 55, and (D) 5 years, if the Executive’s termination of Service occurs after attaining age 55. The Option shall continue to vest pursuant to Section 4(a) during this post-termination exercise period.

(ii) Normal Retirement . Subject to Section 4(f), if the Executive’s termination of Service occurs at age 60 or older, the Executive has been providing Service for 10 years or more (which 10 years need not be continuous), and the Executive has been providing Service continuously from the Grant Date to the Executive’s date of termination, the Executive may exercise the vested portion of the Option within 10 years after the Grant Date. The Option shall continue to vest pursuant to Section 4(a) during this post-termination exercise period.

(iii) Disability . If the Executive’s termination of Service occurs because of Disability, the Committee determines that the Executive is totally and permanently disabled as such term is defined for purposes of Code Section 409A and the Executive has been providing Service continuously from the Grant Date to the date of termination, then the Executive may exercise the vested portion of the Option (A) within 5 years after such termination of Service or 10 years after the Grant Date, whichever is earlier, or (B) within 10 years after the Grant Date, if on or prior to such termination of Service, the Executive has satisfied the age and years of Service requirements of “Normal Retirement” in Section 4(d)(ii). The Option shall continue to vest pursuant to Section 4(a) during the extended Option exercise period under this Section 4(d)(iii). The Executive shall inform the Company or a Subsidiary to which the Executive is providing Service (the “Service Recipient”) of any change in the Executive’s Disability status. In the event the Executive ceases to be permanently and totally disabled in the judgment of the Committee, the Option shall terminate 90 days after notice is mailed by the Committee to the Executive stating that the Executive is no longer eligible for an extension under this Section 4(d)(iii), or 10 years after the Grant Date, whichever is earlier.

(iv) Death . In the event the Executive dies while a Service Provider and if the Executive was providing Service continuously from the Grant Date to the Executive’s date of death, the otherwise unvested portion of the Option shall become fully vested and

2 .

exercisable on the Executive’s date of death. The Option may be exercised by the Executive’s beneficiary as designated on the form prescribed by the Company (the “Designated Beneficiary”), or if none has been designated, the representative of the Executive’s estate or the person who acquired the right to exercise the Option by will or the laws of descent and distribution, subject to the provisions of this Agreement, within 5 years from the Executive’s date of death, or 10 years after the Grant Date, whichever is earlier, provided that in either case the period for exercising the Option shall not be less than one year from the Executive’s date of death. Notwithstanding the preceding sentence, if on or prior to the Executive’s date of death, the Executive has satisfied the age and years of Service requirements of “Normal Retirement” in Section 4(d)(ii), the Option may be exercised within 10 years after the Grant Date, provided that the period for exercising the Option shall not be less than one year from the Executive’s date of death. In the event the Executive dies after termination of Service and prior to exercising all Shares under the Option, the Designated Beneficiary or the representative of the Executive’s estate or the person who acquired the right to exercise the Option by will or the laws of descent and distribution may exercise the Option, subject to the provisions of this Agreement, but only to the extent vested on the Executive’s date of death, and only within the time the Executive could have exercised the Option had the Executive survived, or one year from the Executive’s date of death, whichever is later, but in no event later than 10 years after the Grant Date.

(v) Cause . Notwithstanding any other provisions of this Agreement to the contrary, if the Committee concludes, in its sole discretion, that the Executive’s Service was terminated in whole or in part for Cause, the Option shall terminate immediately and the Executive shall have no rights hereunder.

(vi) Other Termination . If the Executive’s termination of Service occurs for any reason other than as specified in Sections 4(d)(i) through 4(d)(v) and the Executive has been continuously providing Service from the Grant Date to such date of termination, the Executive may exercise the Option within 90 days after such termination of Service (210 days if the Executive would be subject to the provisions of Section 16 of the Exchange Act on the date of termination), but only with respect to the portion of the Option that is vested at the time the Executive’s Service terminates. No additional vesting of the Option shall occur during this period.

(e) Changes of Service . Service shall not be deemed terminated in the case of (i) any approved leave of absence, or (ii) transfers among the Company and any Subsidiaries in the same Service Provider capacity; however, a termination of Service shall occur if (x) the relationship the Executive had with the Company or a Subsidiary at the Grant Date terminates, even if the Executive continues in another Service Provider capacity with the Company or a Subsidiary, or (y) the Executive experiences a “separation from service” within the meaning of Code Section 409A.

(f) Conditions to Extension . As a condition to granting the post-termination extension periods described in Sections 4(d)(i) and 4(d)(ii), the Executive must enter into and not revoke a valid agreement with the Company containing a release of claims, a covenant not to engage in competitive employment and/or other provisions deemed appropriate by the

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Committee, in its sole discretion. As a further condition to granting a post-termination extension period described in Sections 4(d)(i) and 4(d)(ii), if the Executive’s termination of Service is voluntary, the Executive must have commenced discussions with the Company’s Chief Executive Officer or most senior human resources executive regarding the Executive’s consideration of termination at least six months in advance of the Executive’s termination of Service.

5. Manner of Exercise . Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by following the then-current procedures for exercise that are established by the Company; provided, however, that if the Executive is subject to taxation on any portion of his or her Service income in Canada, he or she may not exercise the Option using the stock swap method.

6. Taxes . The Executive acknowledges that (a) the ultimate liability for any and all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) legally due by him or her is and remains the Executive’s responsibility and may exceed the amount actually withheld by the Company and/or the Service Recipient and (b) the Company and/or the Service Recipient or a former Service Recipient, as applicable, (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting and/or exercise of the Option; (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Executive’s liability for Tax-Related Items; (iii) may be required to withhold or account for Tax-Related Items in more than one jurisdiction if the Executive has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event; and (iv) may refuse to honor the exercise or refuse to deliver the Shares to the Executive if he or she fails to comply with his or her obligations in connection with the Tax-Related Items as provided in this Section.

The Executive authorizes and consents to the Company and/or the Service Recipient, or their respective agents, satisfying all applicable Tax-Related Items which the Company reasonably determines are legally payable by him or her by withholding from the Executive’s wages or other cash compensation paid to the Executive by the Company and/or the Service Recipient. In lieu thereof, the Executive may elect at the time of exercise such other then-permitted method or combination of methods established by the Company and/or the Service Recipient to satisfy the Executive’s Tax-Related Items. The Executive shall pay in cash to the Company or the Service Recipient any amount of Tax-Related Items that the Company or the Service Recipient reasonably determines may be required to withhold as a result of his or her participation in the Plan or his or her Option exercise that cannot be satisfied by the means previously described.

7. Limitations on Transfer . The Option shall not be sold, assigned, transferred, exchanged or encumbered by the Executive other than (a) pursuant to the terms of the Plan, or (b) by gift to a “family member” of the Executive (as defined in General Instruction A(5) to Form S-8 under the Securities Act of 1933), provided that there is no consideration for any such transfer. Subsequent transfers of a transferred Option shall be prohibited except for a re-transfer or re-assignment for no consideration by any of the persons or entities listed in

4 .

clause (b) above back to the Executive. Following transfer, this Option shall continue to be subject to the same terms and conditions that were applicable to the Option immediately before the transfer. For purposes of any provision of this Agreement or the Plan relating to notice to the Executive or to acceleration or termination of the Option upon death or termination of Service of the Executive, the references to “Executive” shall mean the original grantee of the Option and not any transferee.

8. Change in Control . In the event of a Change in Control, the extent to which the Option shall become vested and exercisable shall be determined pursuant to the Plan.

9. Recoupment Provision . In the event of a restatement of the Company’s consolidated financial statements that is caused, in whole or in part, by the intentional misconduct of the Executive, the Company may take one or more of the following actions with respect to the Option, as determined by the Compensation Committee of the Board (the “Compensation Committee”) in its sole discretion, and the Executive shall be bound by such determination:

(a) cancel all or a portion of the Option, whether vested or unvested; and

(b) require repayment of all or any portion of the amounts realized or received by the Executive resulting from the exercise of all or any portion of the Option or the sale of Shares related to the Option.

The term “restatement” shall mean the result of revising financial statements previously filed with the Securities and Exchange Commission to reflect the correction of an error. The term “intentional misconduct” shall be limited to conduct that the Compensation Committee determines indicates intent to mislead management, the Board, or the Company’s shareholders, but shall not include good faith errors in judgment made by the Executive.

The Executive agrees that the Company may setoff any amounts it is entitled to recover under this Section against any amounts owed by the Company to the Executive under any of the Company’s deferred compensation plans to the extent permitted under Code Section 409A. The Executive further agrees that the terms of this Section shall survive the Executive’s termination of Service and any exercise of the Option. This Section 9 shall not apply, and no amounts may be recovered hereunder, following a Change in Control.

10. No Employment Rights . Nothing in this Agreement, the Plan or the Award Letter shall confer upon the Executive any right to continued Service with the Company or any Subsidiary, as applicable, nor shall it interfere with or limit in any way any right of the Company or any Subsidiary, as applicable, to terminate the Executive’s Service at any time with or without Cause or change the Executive’s compensation, other benefits, job responsibilities or title provided in compliance with applicable local laws and permitted under the terms of the Executive’s Service contract, if any.

(a) The Executive’s rights to vest in or exercise the Option after termination of Service shall be determined pursuant to Sections 4(d) and 5. Those rights and the Executive’s

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date of termination of Service will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar notice period pursuant to local law).

(b) This Agreement, the Plan and the Award Letter are separate from, and shall not form, any part of the contract of Service of the Executive, or affect any of the rights and obligations arising from the Service relationship between the Executive and the Company and/or the Service Recipient.

(c) No Service Provider has a right to participate in the Plan. All decisions with respect to future grants, if any, shall be at the sole discretion of the Company and/or the Service Recipient.

(d) The Executive will have no claim or right of action in respect of any decision, omission or discretion which may operate to the disadvantage of the Executive.

11. Nature of Grant . In accepting the grant, the Executive acknowledges, understands, and agrees that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Agreement, and any such modification, amendment, suspension or termination will not constitute a constructive or wrongful dismissal;

(b) the Option is an extraordinary item and is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments;

(c) in no event should the Option be considered as compensation for, or relating in any way to, past services for the Company or the Service Recipient, nor is the Option or the underlying Shares intended to replace any pension rights or compensation;

(d) the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(e) if the underlying Shares do not increase in value, the Option will have no value;

(f) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Executive’s participation in the Plan, the exercise of the Option and the sale of Shares at or after exercise;

(g) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from termination of the Executive’s Service (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant

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of the Option to which the Executive is otherwise not entitled, the Executive irrevocably (i) agrees never to institute any such claim against the Company or the Service Recipient, (ii) waives the Executive’s ability, if any, to bring any such claim, and (iii) releases the Company and the Service Recipient from any such claim. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Executive shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and

(h) the Executive is hereby advised to consult with personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to this Option or the Plan.

12. Governing Law; Venue; Jurisdiction . To the extent that federal laws do not otherwise control, this Agreement, the Award Letter, the Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Minnesota without regard to its conflicts-of-law principles and shall be construed accordingly. The exclusive forum and venue for any legal action arising out of or related to this Agreement shall be the United States District Court for the District of Minnesota, and the parties submit to the personal jurisdiction of that court. If neither subject matter nor diversity jurisdiction exists in the United States District Court for the District of Minnesota, then the exclusive forum and venue for any such action shall be the courts of the State of Minnesota located in Hennepin County, and the Executive, as a condition of this Agreement, consents to the personal jurisdiction of that court.

13. Currencies and Dates . Unless otherwise stated, all dollars specified in this Agreement and the Award Letter shall be in U.S. dollars and all dates specified in this Agreement shall be U.S. dates.

14. Language Consent . The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente convention. If the Executive has received this Agreement or any other Plan document translated into a language other than English, the English version shall control.

15. Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Executive’s participation in the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Executive to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

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16. Plan and Award Letter Incorporated by Reference; Electronic Delivery . The Plan, as hereafter amended from time to time, and the Award Letter shall be deemed to be incorporated into this Agreement and are integral parts hereof. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern. The Company or a third party designated by the Company may deliver to the Executive by electronic means any documents related to his or her participation in the Plan. The Executive acknowledges receipt of a copy of the Plan and the Award Letter.

[End of Agreement]

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Exhibit (10)W

Target Corporation 2011 Long-Term Incentive Plan

EXECUTIVE

RESTRICTED STOCK UNIT AGREEMENT

(U.S. and Canada)

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made in Minneapolis, Minnesota as of the date of grant (the “Grant Date”) set forth in the award letter (the “Award Letter”) by and between the Company and the person (the “Executive”) identified in the Award Letter. This award (the “Award”) of Restricted Stock Units (“RSUs”), provided to you as a Service Provider, is being issued under the Target Corporation 2011 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions. The intent of the Award is for the Executive to earn the Award, subject to minimum Company performance, for providing Service to the Company or a Subsidiary over the three years starting on the Grant Date and, except for the specific circumstances described in this Agreement, receive the Shares issuable under the RSUs after the third anniversary of the Grant Date.

2. Grant of RSUs . Subject to the relevant terms of the Plan and this Agreement, as of the Grant Date, the Company has granted the Executive the number of RSUs set forth in the Award Letter.

3. Minimum Performance Condition . The Award is subject to a minimum performance condition established by the Committee for the Company’s first full fiscal year commencing after the Grant Date (the “Performance Period”). Except as set forth in Section 7, as a condition to the receipt of any Shares in settlement of the Award, the Company’s earnings from continuing operations before interest expense and income taxes, excluding: (a) restructuring, exit or disposal costs under ASC 420 and ASC 712, (b) impairment charges under ASC 350 and ASC 360, and (c) benefit plan curtailment, settlement, amendment and termination gains and losses under ASC 715, must be greater than zero for the Performance Period (the “Minimum Performance Condition”). The Committee shall determine whether the Minimum Performance Condition is satisfied as soon as practicable after completion of the Performance Period, but in any event not later than November 30 of the calendar year in which the Performance Period ends (the date the Committee so determines, the “Determination Date”). Except as set forth in Section 7, the Award shall be cancelled and the Executive shall have no rights hereunder if either (i) the Determination Date does not occur or (ii) the Committee determines on the Determination Date that the Minimum Performance Condition has not been satisfied.

4. Vesting Schedule . The RSUs shall vest on the earlier of: (a) the third anniversary of the Grant Date, in which case, all of the RSUs shall become vested; (b) the date that the conditions for an Accelerated Vesting Event set forth in Section 5 are satisfied, in which case, all of the RSUs shall become vested; or (c) as specified in Sections 6 or 7. The date of vesting is referred to as the “Vesting Date”. All such vested RSUs shall be paid out as provided in Section 11, in accordance with and subject to any restrictions set forth in this Agreement, the Plan or any Release Agreement that the Executive may be required to enter pursuant to Sections 5 or 6. “Release Agreement” means an agreement containing a release of claims, a covenant not to engage in competitive employment, and/or other provisions deemed appropriate by the Committee in its sole discretion and, for an Executive subject to Canadian employment law, will be satisfied by the release contemplated in his or her separate employment agreement, including the post-employment confidentiality, non-compete and non-solicitation provisions contained in that separate employment agreement.

5. Accelerated Vesting Events . Upon the occurrence of one of the following events (each, an “Accelerated Vesting Event”), the RSUs subject to this Agreement shall become vested as provided below:

(a) Early Retirement . If the Early Retirement Conditions are satisfied the RSUs shall vest in full (if the Minimum Performance Condition is satisfied) as of the later of (i) the Determination Date, or (ii) the date the last of the Early Retirement Conditions is satisfied, as applicable. The “Early Retirement Conditions” are: (i) the Executive attaining age 55 and completing at least 15 years of Service (which 15 years need not be continuous) on or prior to the Executive’s voluntary termination of Service, (ii) the Company receiving a valid unrevoked Release Agreement from the Executive, and (iii) the Executive must have commenced discussions with the Company’s Chief Executive Officer or most senior human resources executive regarding the Executive’s consideration of termination at least six months prior to the Executive’s voluntary termination of Service.

(b) Normal Retirement . If the Normal Retirement Conditions are satisfied the RSUs shall vest in full (if the Minimum Performance Condition is satisfied) as of the later of (i) the Determination Date, or (ii) the date the last of the Normal Retirement Conditions is satisfied, as applicable. The “Normal Retirement Conditions” are: (i) the Executive attaining age 60 and completing at least 10 years of Service (which 10 years need not be continuous) on or prior to the Executive’s voluntary termination of Service, (ii) the Company receiving a valid unrevoked Release Agreement from the Executive, and (iii) the Executive must have commenced discussions with the Company’s Chief Executive Officer or most senior human resources executive regarding the Executive’s consideration of termination at least six months prior to the Executive’s voluntary termination of Service.

(c) Death . In the case of the Executive’s death prior to the Executive’s termination of Service, the RSUs shall vest in full (if the Minimum Performance Condition is satisfied) as of the later of (i) the Determination Date, or (ii) the date of the Executive’s death.

(d) Disability . In the case of the Executive’s Disability prior to the Executive’s termination of Service, the RSUs shall vest in full (if the Minimum Performance Condition is

satisfied) as of the later of (i) the Determination Date, or (ii) the date of the Executive’s Disability.

6. Involuntary Service Separation . Notwithstanding any other provisions of this Agreement to the contrary, and provided that the Company has received a valid unrevoked Release Agreement from the Executive, if the Executive’s Service is involuntarily terminated by the Company or a Subsidiary to which the Executive is providing Service (the “Service Recipient”) prior to the third anniversary of the Grant Date other than for Cause (an “Involuntary Service Separation”), then 50% of the RSUs shall vest (if the Minimum Performance Condition is satisfied) as of the later of (a) the Determination Date, or (b) the date of the Executive’s Involuntary Service Separation. All remaining RSUs shall be cancelled and the Executive shall have no rights to such cancelled RSUs.

7. Change in Control .

(a) If a Change in Control occurs prior to the Determination Date or after a Committee determination on the Determination Date that the Minimum Performance Condition has been satisfied, the Award will continue to be subject to the Vesting Schedule provided in Section 4 and the Minimum Performance Condition shall be deemed to be satisfied, except that if, after a Change in Control and prior to the end of the Performance Period:

(i) the Executive’s Service terminates voluntarily by the Executive for Good Reason (as defined in Section 11(b)(1)(y) of the Plan) or involuntarily without Cause, and provided that the Company has received a valid unrevoked Release Agreement from the Executive, then a number of unvested RSUs will immediately vest such that the total number of RSUs that vest and are converted to Shares under this Award equals the greater of (A) 50% of the total number of Shares subject to this Award, or (B) the total number of Shares subject to this Award multiplied by a fraction. The numerator of such fraction referred to in this Section 7(a)(i)(B) shall be the number of months that have elapsed between the Grant Date and the date of termination of Service following the Change in Control, and the denominator shall be thirty-six (36) months. Notwithstanding the foregoing in this Section 7(a)(i), the RSUs shall vest in full if, on or prior to the termination of Service under this Section 7(a)(i), the Executive satisfies the age and years of Service requirements of either the “Early Retirement Conditions” in Section 5(a) or the “Normal Retirement Conditions” in Section 5(b) and the Company has received a valid unrevoked Release Agreement from the Executive.

(ii) the Executive experiences an Accelerated Vesting Event described in Section 5, then the RSUs subject to this Agreement shall vest in full as of the date specified for the applicable Accelerated Vesting Event in Section 5.

(b) If, prior to a Change in Control, the Committee has determined on the Determination Date that the Minimum Performance Condition has not been satisfied, then the Award shall be cancelled and the Executive shall have no rights hereunder.

8. Cause . Notwithstanding any other provisions of this Agreement to the contrary, if the Committee concludes, in its sole discretion, that the Executive’s Service was terminated in

whole or in part for Cause, all of the RSUs subject to the Award shall terminate immediately and the Executive shall have no rights hereunder.

9. Other Termination; Changes of Service . If the Executive’s termination of Service occurs at any time prior to the third anniversary of the Grant Date for any reason not meeting the conditions specified in Sections 5 through 8, all of the RSUs subject to the Award shall terminate effective as of the date of termination of Service and the Executive shall have no rights hereunder. Service shall not be deemed terminated in the case of (a) any approved leave of absence, or (b) transfers among the Company and any Subsidiaries in the same Service Provider capacity; however, a termination of Service shall occur if (i) the relationship the Executive had with the Company or a Subsidiary at the Grant Date terminates, even if the Executive continues in another Service Provider capacity with the Company or a Subsidiary, or (ii) the Executive experiences a “separation from service” within the meaning of Code Section 409A.

10. Dividend Equivalents . The Executive shall have the right to receive additional RSUs with a value equal to the regular cash dividend paid on one Share for each RSU held pursuant to this Agreement prior to the conversion of RSUs and issuance of Shares pursuant to Section 11. The number of additional RSUs to be received as dividend equivalents for each RSU held shall be determined by dividing the cash dividend per share by the Fair Market Value of one Share on the dividend payment date; provided, however, that for purposes of avoiding the issuance of fractional RSUs, on each dividend payment date the additional RSUs issued as dividend equivalents shall be rounded up to the nearest whole number. All such additional RSUs received as dividend equivalents shall be subject to forfeiture in the same manner and to the same extent as the original RSUs granted hereby, and shall be converted into Shares on the basis and at the time set forth in Section 11 hereof.

11. Conversion of RSUs and Issuance of Shares .

(a) Timing . Vested RSUs shall be converted to Shares and shall be issued within 90 days following the earliest to occur of (i) the third anniversary of the Grant Date, (ii) the Executive’s “separation from service” as such term is defined for purposes of Code Section 409A, (iii) the Executive’s death, or (iv) the Executive’s Disability (as determined by the Committee in its sole discretion, provided such determination complies with the definition of disability under Code Section 409A). Notwithstanding the foregoing, if any of the events specified in subsections (ii), (iii), or (iv) of this Section 11(a) occur prior to the end of the Performance Period, then the vested RSUs shall be converted to Shares on a one-for-one basis and shall be issued within 90 days following completion of the Performance Period.

(b) Limitation for Specified Employees . If any Shares shall be issuable with respect to the RSUs as a result of the Executive’s “separation from service” at such time as the Executive is a “specified employee” within the meaning of Code Section 409A, then no Shares shall be issued, except as permitted under Code Section 409A, prior to the first business day after the earlier of (i) the date that is six months after the Executive’s “separation from service”, or (ii) the Executive’s death.

(c) Unvested RSUs . All of the RSUs subject to the Award that are unvested as of the time the vested RSUs are converted and Shares are issued under this Section 11 shall terminate immediately and the Executive shall have no rights hereunder with respect to those unvested RSUs.

(d) Code Section 409A . The Committee in its sole discretion may accelerate or delay the distribution of any payment under this Agreement to the extent allowed or required under Code Section 409A. Payment of amounts under this Agreement are intended to comply with the requirements of Code Section 409A and this Agreement shall in all respects be administered and construed to give effect to such intent.

12. Taxes . The Executive acknowledges that (a) the ultimate liability for any and all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) legally due by him or her is and remains the Executive’s responsibility and may exceed the amount actually withheld by the Company and/or the Service Recipient and (b) the Company and/or the Service Recipient or a former Service Recipient, as applicable, (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting and/or conversion of the RSUs and issuance of Shares; (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Executive’s liability for Tax-Related Items; (iii) may be required to withhold or account for Tax-Related Items in more than one jurisdiction if the Executive has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event; and (iv) may refuse to deliver the Shares to the Executive if he or she fails to comply with his or her obligations in connection with the Tax-Related Items as provided in this Section.

The Executive authorizes and consents to the Company and/or the Service Recipient, or their respective agents, satisfying all applicable Tax-Related Items which the Company reasonably determines are legally payable by him or her by withholding from the Shares that would otherwise be delivered to the Executive the highest number of whole Shares that the Company determines has a value less than or equal to the aggregate applicable Tax-Related Items. In lieu thereof, the Executive may elect at the time of conversion of the RSUs such other then-permitted method or combination of methods established by the Company and/or the Service Recipient to satisfy the Executive’s Tax-Related Items.

13. Limitations on Transfer . The Award shall not be sold, assigned, transferred, exchanged or encumbered by the Executive other than pursuant to the terms of the Plan.

14. Recoupment Provision . In the event of a restatement of the Company’s consolidated financial statements that is caused, in whole or in part, by the intentional misconduct of the Executive, the Company may take one or more of the following actions with respect to the Award, as determined by the Compensation Committee of the Board (the “Compensation Committee”) in its sole discretion, and the Executive shall be bound by such determination:

(a) cancel all or a portion of the RSUs, whether vested or unvested, including any dividend equivalents related to the Award; and

(b) require repayment of all or any portion of the amounts realized or received by the Executive resulting from the conversion of RSUs to Shares or the sale of Shares related to the Award.

The Executive agrees that the Company may setoff any amounts it is entitled to recover under this Section against any amounts owed by the Company to the Executive under any of the Company’s deferred compensation plans to the extent permitted under Code Section 409A. The Executive further agrees that the terms of this Section shall survive the Executive’s termination of Service and any conversion of the Award into Shares. This Section 14 shall not apply, and no amounts may be recovered hereunder, following a Change in Control.

15. No Employment Rights . Nothing in this Agreement, the Plan or the Award Letter shall confer upon the Executive any right to continued Service with the Company or any Subsidiary, as applicable, nor shall it interfere with or limit in any way any right of the Company or any Subsidiary, as applicable, to terminate the Executive’s Service at any time with or without Cause or change the Executive’s compensation, other benefits, job responsibilities or title provided in compliance with applicable local laws and permitted under the terms of the Executive’s Service contract, if any.

(a) The Executive’s rights to vest in the RSUs or receive Shares after termination of Service shall be determined pursuant to Sections 4 through 11. Those rights and the Executive’s date of termination of Service will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar notice period pursuant to local law).

(c) No Service Provider has a right to participate in the Plan. All decisions with respect to future grants, if any, shall be at the sole discretion of the Company and/or the Service Recipient.

(d) The Executive will have no claim or right of action in respect of any decision, omission or discretion which may operate to the disadvantage of the Executive.

16. Nature of Grant . In accepting the grant, the Executive acknowledges, understands, and agrees that:

(b) the RSUs are extraordinary items and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments;

(c) in no event should the RSUs be considered as compensation for, or relating in any way to, past services for the Company or the Service Recipient, nor are the RSUs or the underlying Shares intended to replace any pension rights or compensation;

(d) the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(e) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Executive’s participation in the Plan or the RSUs;

(f) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from termination of the Executive’s Service (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the RSUs to which the Executive is otherwise not entitled, the Executive irrevocably (i) agrees never to institute any such claim against the Company or the Service Recipient, (ii) waives the Executive’s ability, if any, to bring any such claim, and (iii) releases the Company and the Service Recipient from any such claim. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Executive shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and

(g) the Executive is hereby advised to consult with personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the RSUs or the Plan.

17. Governing Law; Venue; Jurisdiction; Severability . To the extent that federal laws do not otherwise control, this Agreement, the Award Letter, the Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Minnesota without regard to its conflicts-of-law principles and shall be construed accordingly. The exclusive forum and venue for any legal action arising out of or related to this Agreement shall be the United States District Court for the District of Minnesota, and the parties submit to the personal jurisdiction of that court. If neither subject matter nor diversity jurisdiction exists in the United States District Court for the District of Minnesota, then the exclusive forum and venue for any such action shall be the courts of the State of Minnesota located in Hennepin County, and the Executive, as a condition of this Agreement, consents to the personal

jurisdiction of that court. If any provision of this Agreement, the Award Letter or the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, the Award Letter or the Plan, and the Agreement, the Award Letter and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

18. Currencies and Dates . Unless otherwise stated, all dollars specified in this Agreement and the Award Letter shall be in U.S. dollars and all dates specified in this Agreement shall be U.S. dates.

19. Language Consent . The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente convention. If the Executive has received this Agreement or any other Plan document translated into a language other than English, the English version shall control.

20. Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Executive’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Executive to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

21. Plan and Award Letter Incorporated by Reference; Electronic Delivery . The Plan, as hereafter amended from time to time, and the Award Letter shall be deemed to be incorporated into this Agreement and are integral parts hereof. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern. The Company or a third party designated by the Company may deliver to the Executive by electronic means any documents related to his or her participation in the Plan. The Executive acknowledges receipt of a copy of the Plan and the Award Letter.

[End of Agreement]

Exhibit (10)X

Target Corporation 2011 Long-Term Incentive Plan

EXECUTIVE

PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT

(U.S. and Canada)

THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made in Minneapolis, Minnesota as of the date of grant (the “Grant Date”) set forth in the award letter (the “Award Letter”) by and between the Company and the person (the “Executive”) identified in the Award Letter. This award (the “Award”) of Performance-Based Restricted Stock Units (“PBRSUs”), provided to you as a Service Provider, is being issued under the Target Corporation 2011 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions. The intent of the Award is for the Executive to earn the Award, subject to minimum Company performance, for providing Service to the Company or a Subsidiary through the three full fiscal years after the Grant Date and, except for the specific circumstances described in this Agreement, receive the Shares issuable under the PBRSUs after the end of that period.

2. Grant of PBRSUs .

(a) Subject to the relevant terms of the Plan and this Agreement, as of the Grant Date, the Company has granted the Executive the number of PBRSUs set forth in the Award Letter (the “Goal Payout”). The maximum number of Shares that may be earned is equal to 125% of the Goal Payout (the “Maximum Payout”). The number of Shares actually earned, if any, shall depend on the Company’s performance during the period comprised of the Company’s three consecutive fiscal years beginning with the first full fiscal year commencing after the Grant Date (the “Performance Period”).

(b) Except as set forth in Section 7, if the Minimum Performance Condition described in Section 3 is satisfied, the actual number of Shares earned will be determined by the Committee pursuant to a formula established by the Committee to measure the Company’s performance during the Performance Period (the “Payout Formula”). The determination of the actual number of Shares earned, which shall not exceed the Maximum Payout, shall occur as soon as practicable after completion of the Performance Period, but in any event not later than November 30 of the calendar year in which the Performance Period ends (the date the Committee so determines, the “Final Determination Date”). A description of the Payout Formula and the percentage of Shares to be earned, if any, for the various levels of

performance will be communicated to the Executive. All decisions of the Committee regarding the application of the Payout Formula and the number of Shares earned shall be final and binding on the Executive. Except as set forth in Section 7, the Award shall be cancelled and the Executive shall have no rights hereunder if any of the following occur: (i) the Committee determines on the Determination Date described in Section 3 that the Minimum Performance Condition has not been satisfied, or (ii) the Final Determination Date does not occur.

3. Minimum Performance Condition . Except as set forth in Section 7, as a condition to the receipt of any Shares in settlement of the Award, the Company’s earnings from continuing operations before interest expense and income taxes, excluding: (a) restructuring, exit or disposal costs under ASC 420 and ASC 712, (b) impairment charges under ASC 350 and ASC 360, and (c) benefit plan curtailment, settlement, amendment and termination gains and losses under ASC 715, must be greater than zero for the first full fiscal year of the Performance Period (the “Minimum Performance Condition”). The Committee shall determine whether the Minimum Performance Condition is satisfied as soon as practicable after completion of the first full fiscal year of the Performance Period, but in any event not later than November 30 of the calendar year in which the first full fiscal year of the Performance Period ends (the date the Committee so determines, the “Determination Date”).

4. Vesting Schedule . The PBRSUs shall vest on the earlier of: (a) the end of the Performance Period, in which case, the PBRSUs shall vest in the amount determined by the Committee pursuant to the Payout Formula; (b) the date that the conditions for an Accelerated Vesting Event set forth in Section 5 are satisfied, in which case, the PBRSUs shall vest in the amount specified under the respective Accelerated Vesting Event; or (c) as specified in Sections 6 or 7. The date of vesting is referred to as the “Vesting Date”. All such vested PBRSUs shall be paid out as provided in Section 11, in accordance with and subject to any restrictions set forth in this Agreement, the Plan or any Release Agreement that the Executive may be required to enter pursuant to Sections 5 or 6. “Release Agreement” means an agreement containing a release of claims, a covenant not to engage in competitive employment, and/or other provisions deemed appropriate by the Committee in its sole discretion and, for an Executive subject to Canadian employment law, will be satisfied by the release contemplated in his or her separate employment agreement, including the post-employment confidentiality, non-compete and non-solicitation provisions contained in that separate employment agreement.

5. Accelerated Vesting Events . Upon the occurrence of one of the following events (each, an “Accelerated Vesting Event”), the PBRSUs subject to this Agreement shall vest as provided below:

(a) Early Retirement . If the Early Retirement Conditions are satisfied the PBRSUs shall vest in the amount determined by the Committee pursuant to the Payout Formula (if the Minimum Performance Condition is satisfied) as of the later of (i) the Determination Date, or (ii) the date the last of the Early Retirement Conditions is satisfied, as applicable. The “Early Retirement Conditions” are: (i) the Executive attaining age 55 and completing at least 15 years of Service (which 15 years need not be continuous) on or prior to the Executive’s voluntary termination of Service, (ii) the Company receiving a valid unrevoked Release Agreement from the Executive, and (iii) the Executive must have commenced

discussions with the Company’s Chief Executive Officer or most senior human resources executive regarding the Executive’s consideration of termination at least six months prior to the Executive’s voluntary termination of Service.

(b) Normal Retirement . If the Normal Retirement Conditions are satisfied the PBRSUs shall vest in the amount determined by the Committee pursuant to the Payout Formula (if the Minimum Performance Condition is satisfied) as of the later of (i) the Determination Date, or (ii) the date the last of the Normal Retirement Conditions is satisfied, as applicable. The “Normal Retirement Conditions” are: (i) the Executive attaining age 60 and completing at least 10 years of Service (which 10 years need not be continuous) on or prior to the Executive’s voluntary termination of Service, (ii) the Company receiving a valid unrevoked Release Agreement from the Executive, and (iii) the Executive must have commenced discussions with the Company’s Chief Executive Officer or most senior human resources executive regarding the Executive’s consideration of termination at least six months prior to the Executive’s voluntary termination of Service.

(c) Death . In the case of the Executive’s death prior to the Executive’s termination of Service, the PBRSUs shall vest in the amount determined by the Committee pursuant to the Payout Formula (if the Minimum Performance Condition is satisfied) as of the later of (i) the Determination Date, or (ii) the date of the Executive’s death.

(d) Disability . In the case of the Executive’s Disability prior to the Executive’s termination of Service, the PBRSUs shall vest in the amount determined by the Committee pursuant to the Payout Formula (if the Minimum Performance Condition is satisfied) as of the later of (i) the Determination Date, or (ii) the date of the Executive’s Disability.

6. Involuntary Service Separation . Notwithstanding any other provisions of this Agreement to the contrary, and provided that the Company has received a valid unrevoked Release Agreement from the Executive, if the Executive’s Service is involuntarily terminated by the Company or a Subsidiary to which the Executive is providing Service (the “Service Recipient”) prior to the end of the Performance Period other than for Cause (an “Involuntary Service Separation”), then PBRSUs equal to 50% of the Goal Payout shall vest (if the Minimum Performance Condition is satisfied) as of the later of (a) the Determination Date, or (b) the date of the Executive’s Involuntary Service Separation. All remaining PBRSUs shall be cancelled and the Executive shall have no rights to such cancelled PBRSUs.

7. Change in Control .

(a) If a Change in Control occurs prior to the Determination Date or after a Committee determination on the Determination Date that the Minimum Performance Condition has been satisfied, the Award will continue to be subject to the Vesting Schedule provided in Section 4, the Minimum Performance Condition shall be deemed to be satisfied and, at the end of the Performance Period, the total number of Shares earned under the Payout Formula shall be deemed to be equal to the Goal Payout, except that if, after a Change in Control and prior to the end of the Performance Period:

(i) the Executive’s Service terminates voluntarily by the Executive for Good Reason (as defined in Section 11(b)(1)(y) of the Plan) or involuntarily without Cause, and provided that the Company has received a valid unrevoked Release Agreement from the Executive, then the total number of Shares earned under the Payout Formula shall be deemed to be equal to the greater of (A) 50% of the Goal Payout, or (B) the Goal Payout multiplied by a fraction. The numerator of such fraction referred to in this Section 7(a)(i)(B) shall be the number of months that have elapsed between the Grant Date and the date of termination of Service following the Change in Control, and the denominator shall be thirty-six (36) months. Notwithstanding the foregoing in this Section 7(a)(i), the PBRSUs shall vest in an amount equal to the Goal Payout if, on or prior to the termination of Service under this Section 7(a)(i), the Executive satisfies the age and years of Service requirements of either the “Early Retirement Conditions” in Section 5(a) or the “Normal Retirement Conditions” in Section 5(b) and the Company has received a valid unrevoked Release Agreement from the Executive.

(ii) the Executive experiences an Accelerated Vesting Event described in Section 5, then the PBRSUs subject to this Agreement shall vest in an amount equal to the Goal Payout as of the date specified for the applicable Accelerated Vesting Event in Section 5.

8. Cause . Notwithstanding any other provisions of this Agreement to the contrary, if the Committee concludes, in its sole discretion, that the Executive’s Service was terminated in whole or in part for Cause, all of the PBRSUs subject to the Award shall terminate immediately and the Executive shall have no rights hereunder.

9. Other Termination; Changes of Service . If the Executive’s termination of Service occurs at any time prior to the end of the Performance Period for any reason not meeting the conditions specified in Sections 5 through 8, all of the PBRSUs subject to the Award shall terminate effective as of the date of termination of Service and the Executive shall have no rights hereunder. Service shall not be deemed terminated in the case of (a) any approved leave of absence, or (b) transfers among the Company and any Subsidiaries in the same Service Provider capacity; however, a termination of Service shall occur if (i) the relationship the Executive had with the Company or a Subsidiary at the Grant Date terminates, even if the Executive continues in another Service Provider capacity with the Company or a Subsidiary, or (ii) the Executive experiences a “separation from service” within the meaning of Code Section 409A.

10. Dividend Equivalents . The Executive shall have the right to receive additional PBRSUs with a value equal to the regular cash dividend paid on one Share for each PBRSU earned pursuant to this Agreement prior to the conversion of PBRSUs and issuance of Shares pursuant to Section 11. The dividend equivalents will be based on the actual number of PBRSUs earned pursuant to this Agreement. The number of additional PBRSUs to be received as dividend equivalents for each PBRSU held shall be determined by dividing the cash dividend per share by the Fair Market Value of one Share on the dividend payment date; provided, however, that for purposes of avoiding the issuance of fractional PBRSUs, on

each dividend payment date the additional PBRSUs issued as dividend equivalents shall be rounded up to the nearest whole number. All such additional PBRSUs received as dividend equivalents shall be subject to forfeiture in the same manner and to the same extent as the original PBRSUs granted hereby, and shall be converted into Shares on the basis and at the time set forth in Section 11 hereof.

11. Conversion of PBRSUs and Issuance of Shares .

(a) Timing . Vested PBRSUs shall be converted to Shares in accordance with the Payout Formula and shall be issued within 90 days following the Final Determination Date, but in any event not later than December 31 of the calendar year in which the Performance Period ends.

(b) Unvested PBRSUs . All of the PBRSUs subject to the Award that are unvested as of the time the vested PBRSUs are converted and Shares are issued under this Section 11 shall terminate immediately and the Executive shall have no rights hereunder with respect to those unvested PBRSUs.

(c) Code Section 409A . The Committee in its sole discretion may accelerate or delay the distribution of any payment under this Agreement to the extent allowed or required under Code Section 409A. Payment of amounts under this Agreement are intended to comply with the requirements of Code Section 409A and this Agreement shall in all respects be administered and construed to give effect to such intent.

12. Taxes . The Executive acknowledges that (a) the ultimate liability for any and all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) legally due by him or her is and remains the Executive’s responsibility and may exceed the amount actually withheld by the Company and/or the Service Recipient and (b) the Company and/or the Service Recipient or a former Service Recipient, as applicable, (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PBRSUs, including, but not limited to, the grant, vesting and/or conversion of the PBRSUs and issuance of Shares; (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the PBRSUs to reduce or eliminate the Executive’s liability for Tax-Related Items; (iii) may be required to withhold or account for Tax-Related Items in more than one jurisdiction if the Executive has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event; and (iv) may refuse to deliver the Shares to the Executive if he or she fails to comply with his or her obligations in connection with the Tax-Related Items as provided in this Section.

The Executive authorizes and consents to the Company and/or the Service Recipient, or their respective agents, satisfying all applicable Tax-Related Items which the Company reasonably determines are legally payable by him or her by withholding from the Shares that would otherwise be delivered to the Executive the highest number of whole Shares that the Company determines has a value less than or equal to the aggregate applicable Tax-Related Items. In lieu thereof, the Executive may elect at the time of conversion of the PBRSUs such other then-permitted method or combination of methods established by the Company and/or the Service Recipient to satisfy the Executive’s Tax-Related Items.

13. Limitations on Transfer . The Award shall not be sold, assigned, transferred, exchanged or encumbered by the Executive other than pursuant to the terms of the Plan.

(a) cancel all or a portion of the PBRSUs, whether vested or unvested, including any dividend equivalents related to the Award; and

(b) require repayment of all or any portion of the amounts realized or received by the Executive resulting from the conversion of PBRSUs to Shares or the sale of Shares related to the Award.

The Executive agrees that the Company may setoff any amounts it is entitled to recover under this Section against any amounts owed by the Company to the Executive under any of the Company’s deferred compensation plans to the extent permitted under Code Section 409A. The Executive further agrees that the terms of this Section shall survive the Executive’s termination of Service and any conversion of the Award into Shares. This Section 14 shall not apply, and no amounts may be recovered hereunder, following a Change in Control.

(a) The Executive’s rights to vest in the PBRSUs or receive Shares after termination of Service shall be determined pursuant to Sections 4 through 11. Those rights and the Executive’s date of termination of Service will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar notice period pursuant to local law).

(b) This Agreement, the Plan and the Award Letter are separate from, and shall not form, any part of the contract of Service of the Executive, or affect any of the rights

and obligations arising from the Service relationship between the Executive and the Company and/or the Service Recipient.

(c) No Service Provider has a right to participate in the Plan. All decisions with respect to future grants, if any, shall be at the sole discretion of the Company and/or the Service Recipient.

(d) The Executive will have no claim or right of action in respect of any decision, omission or discretion which may operate to the disadvantage of the Executive.

16. Nature of Grant . In accepting the grant, the Executive acknowledges, understands, and agrees that:

(b) the PBRSUs are extraordinary items and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments;

(c) in no event should the PBRSUs be considered as compensation for, or relating in any way to, past services for the Company or the Service Recipient, nor are the PBRSUs or the underlying Shares intended to replace any pension rights or compensation;

(d) the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(e) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Executive’s participation in the Plan or the PBRSUs;

(f) no claim or entitlement to compensation or damages shall arise from forfeiture of the PBRSUs resulting from termination of the Executive’s Service (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the PBRSUs to which the Executive is otherwise not entitled, the Executive irrevocably (i) agrees never to institute any such claim against the Company or the Service Recipient, (ii) waives the Executive’s ability, if any, to bring any such claim, and (iii) releases the Company and the Service Recipient from any such claim. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Executive shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and

(g) the Executive is hereby advised to consult with personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the PBRSUs or the Plan.

20. Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Executive’s participation in the Plan, on the PBRSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Executive to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

[End of Agreement]

Exhibit (10)Y

Target Corporation 2011 Long-Term Incentive Plan

EXECUTIVE

PERFORMANCE SHARE UNIT AGREEMENT

(U.S. and Canada)

THIS PERFORMANCE SHARE UNIT AGREEMENT (the “Agreement”) is made in Minneapolis, Minnesota as of the date of grant (the “Grant Date”) set forth in the award letter (the “Award Letter”) by and between the Company and the person (the “Executive”) identified in the Award Letter. This award (the “Award”) of Performance Share Units (“PSUs”), provided to you as a Service Provider, is being issued under the Target Corporation 2011 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions.

2. Grant of PSUs . Subject to the relevant terms of the Plan and this Agreement, as of the Grant Date, the Company has granted the Executive the number of PSUs set forth in the Award Letter (the “Goal Payout”). The maximum number of Shares that may be earned is equal to 175% of the Goal Payout (the “Maximum Payout”). The number of Shares actually earned, if any, shall depend on the Company’s performance during the period comprised of the Company’s three consecutive fiscal years beginning with the first full fiscal year commencing after the Grant Date (the “Performance Period”).

3. Minimum Performance Condition . Except as set forth in Section 6, as a condition to the receipt of any Shares in settlement of the Award, the Company’s earnings from continuing operations before interest expense and income taxes, excluding: (a) restructuring, exit or disposal costs under ASC 420 and ASC 712, (b) impairment charges under ASC 350 and ASC 360, and (c) benefit plan curtailment, settlement, amendment and termination gains and losses under ASC 715, must be greater than zero for the first full fiscal year of the Performance Period (the “Minimum Performance Condition”). The Committee shall determine whether the Minimum Performance Condition is satisfied as soon as practicable after completion of the first full fiscal year of the Performance Period (the “Determination Date”).

4. Payout Formula . Except as set forth in Section 6, if the Minimum Performance Condition is satisfied, the actual number of Shares earned will be determined by the Committee pursuant to a formula established by the Committee to measure the Company’s performance during the Performance Period (the “Payout Formula”). The determination of the actual number of Shares earned, which shall not exceed the Maximum Payout, shall occur as soon as

practicable after completion of the Performance Period, but in any event not later than November 30 of the calendar year in which the Performance Period ends (the date the Committee so determines, the “Final Determination Date”). A description of the Payout Formula and the percentage of Shares to be earned, if any, for the various levels of performance will be communicated to the Executive. All decisions of the Committee regarding the application of the Payout Formula and the number of Shares earned shall be final and binding on the Executive. Except as set forth in Section 6, the Award shall be cancelled and the Executive shall have no rights hereunder if any of the following occur: (a) the Committee determines on the Determination Date that the Minimum Performance Condition has not been satisfied, (b) the Final Determination Date does not occur, or (c) the Committee determines on the Final Determination Date that no Shares have been earned.

5. Continuous Service Requirement . In order to earn any Shares, the Executive must be continuously providing Service from the Grant Date to the end of the Performance Period, except as described in this Section and Section 6. Even if the Executive is not continuously providing Service through the end of the Performance Period, upon the occurrence of one of the events specified in Sections 5(a) through 5(d), the Shares that are earned during the Performance Period, if any, shall be paid out as provided in Section 10, in accordance with and subject to any restrictions set forth in this Agreement, the Plan or any Release Agreement that the Executive may be required to enter pursuant to this Section. “Release Agreement” means an agreement containing a release of claims, a covenant not to engage in competitive employment, and/or other provisions deemed appropriate by the Committee in its sole discretion and, for an Executive subject to Canadian employment law, will be satisfied by the release contemplated in his or her separate employment agreement, including the post-employment confidentiality, non-compete and non-solicitation provisions contained in that separate employment agreement.

(a) Early Retirement Date . The Executive’s Service terminates on or after the Executive’s Early Retirement Date and the Company receives a valid unrevoked Release Agreement from the Executive. “Early Retirement Date” is the date that is (i) on or prior to the Executive’s termination of Service, (ii) at or after attaining age 45 and prior to attaining age 60 and completing at least 15 years of Service (which 15 years need not be continuous), (iii) if the Executive’s termination of Service is voluntary, at least six months after the Executive commenced discussions with the Company’s Chief Executive Officer or most senior human resources executive regarding the Executive’s consideration of termination, and (iv) the following additional requirements are satisfied, to the extent applicable: (A) if the Executive’s Early Retirement Date occurs prior to the Executive’s attainment of age 48, the Executive was providing Service for at least the first 24 months of the Performance Period, (B) if the Executive’s Early Retirement Date occurs prior to the Executive’s attainment of age 52 and on or after attainment of age 48, the Executive was providing Service for at least the first 18 months of the Performance Period, and (C) if the Executive’s Early Retirement Date occurs prior to the Executive’s attainment of age 55 and on or after attainment of age 52, the Executive was providing Service for at least the first 12 months of the Performance Period.

(b) Normal Retirement Date . The Executive’s Service terminates on or after the Executive’s Normal Retirement Date and the Company receives a valid unrevoked Release

Agreement from the Executive. “Normal Retirement Date” is the date that is (i) on or prior to the Executive’s termination of Service, (ii) at or after attaining age 60 and completing at least 10 years of Service (which 10 years need not be continuous), and (iii) if the Executive’s termination of Service is voluntary, at least six months after the Executive commenced discussions with the Company’s Chief Executive Officer or most senior human resources executive regarding the Executive’s consideration of termination.

(d) Disability . The Executive’s Disability (as determined by the Committee in its sole discretion, provided such determination complies with the definition of disability under Code Section 409A) prior to the Executive’s termination of Service.

6. Change in Control .

(a) If a Change in Control occurs prior to the Determination Date or after a Committee determination on the Determination Date that the Minimum Performance Condition has been satisfied, the Award will continue to be subject to the Continuous Service Requirement provided in Section 5, the Minimum Performance Condition shall be deemed to be satisfied and, at the end of the Performance Period, the total number of Shares earned under the Payout Formula shall be deemed to be equal to the Goal Payout, except that if, after a Change in Control and prior to the end of the Performance Period:

(i) the Executive’s Service terminates voluntarily by the Executive for Good Reason (as defined in Section 11(b)(1)(y) of the Plan) or involuntarily without Cause, and provided that the Company has received a valid unrevoked Release Agreement from the Executive, then the total number of Shares earned under the Payout Formula shall be deemed to be equal to the Goal Payout multiplied by a fraction. The numerator of such fraction shall be the number of months that have elapsed between the Grant Date and the date of termination of Service following the Change in Control, and the denominator shall be thirty-six (36) months. Notwithstanding the foregoing in this Section 6(a)(i), the total number of Shares earned under the Payout Formula shall be deemed to be equal to the Goal Payout if, on or prior to the termination of Service under this Section 6(a)(i), the Executive meets the requirements for age, years of Service and minimum Service during the Performance Period for an “Early Retirement Date” in Section 5(a) or a “Normal Retirement Date” in Section 5(b) and the Company has received a valid unrevoked Release Agreement from the Executive.

(ii) the Executive experiences one of the events specified in Sections 5(a) through 5(d), then the total number of Shares earned under the Payout Formula shall be deemed to be equal to the Goal Payout.

7. Cause . Notwithstanding any other provisions of this Agreement to the contrary, if the Committee concludes, in its sole discretion, that the Executive’s Service was terminated in whole or in part for Cause, all of the PSUs subject to the Award shall terminate immediately and the Executive shall have no rights hereunder.

8. Other Termination; Changes of Service . If the Executive’s termination of Service occurs at any time prior to the end of the Performance Period for any reason not meeting the conditions specified in Sections 5 through 7, all of the PSUs subject to the Award shall terminate effective as of the date of termination of Service and the Executive shall have no rights hereunder. Service shall not be deemed terminated in the case of (a) any approved leave of absence, or (b) transfers among the Company and any Subsidiaries in the same Service Provider capacity; however, a termination of Service shall occur if (i) the relationship the Executive had with the Company or a Subsidiary at the Grant Date terminates, even if the Executive continues in another Service Provider capacity with the Company or a Subsidiary, or (ii) the Executive experiences a “separation from service” within the meaning of Code Section 409A.

9. Dividend Equivalents . The Executive shall have the right to receive additional PSUs with a value equal to the regular cash dividend paid on one Share for each PSU earned pursuant to this Agreement prior to the conversion of PSUs and issuance of Shares pursuant to Section 10. The dividend equivalents will be based on the actual number of PSUs earned pursuant to this Agreement. The number of additional PSUs to be received as dividend equivalents for each PSU held shall be determined by dividing the cash dividend per share by the Fair Market Value of one Share on the dividend payment date; provided, however, that for purposes of avoiding the issuance of fractional PSUs, on each dividend payment date the additional PSUs issued as dividend equivalents shall be rounded up to the nearest whole number. All such additional PSUs received as dividend equivalents shall be subject to forfeiture in the same manner and to the same extent as the original PSUs granted hereby, and shall be converted into Shares on the basis and at the time set forth in Section 10 hereof.

10. Time of Payout . Vested PSUs shall be converted to Shares in accordance with the Payout Formula and shall be issued as soon as practicable following the end of the Performance Period and after the Committee has determined on the Final Determination Date that they have been earned, but not later than 60 days following the Final Determination Date. The Committee in its sole discretion may accelerate or delay the distribution of any payment under this Agreement to the extent allowed or required under Code Section 409A. Payment of amounts under this Agreement are intended to comply with the requirements of Code Section 409A and this Agreement shall in all respects be administered and construed to give effect to such intent.

11. Taxes . The Executive acknowledges that (a) the ultimate liability for any and all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) legally due by him or her is and remains the Executive’s responsibility and may exceed the amount actually withheld by the Company and/or a Subsidiary to which the Executive is providing Service (the “Service Recipient”) and (b) the Company and/or the Service Recipient or a former Service Recipient, as applicable, (i) make no representations

or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including, but not limited to, the grant, vesting and/or conversion of the PSUs and issuance of Shares; (ii) do not commit and are under no obligation to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate the Executive’s liability for Tax-Related Items; (iii) may be required to withhold or account for Tax-Related Items in more than one jurisdiction if the Executive has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event; and (iv) may refuse to deliver the Shares to the Executive if he or she fails to comply with his or her obligations in connection with the Tax-Related Items as provided in this Section.

The Executive authorizes and consents to the Company and/or the Service Recipient, or their respective agents, satisfying all applicable Tax-Related Items which the Company reasonably determines are legally payable by him or her by withholding from the Shares that would otherwise be delivered to the Executive the highest number of whole Shares that the Company determines has a value less than or equal to the aggregate applicable Tax-Related Items. In lieu thereof, the Executive may elect at the time of conversion of the PSUs such other then-permitted method or combination of methods established by the Company and/or the Service Recipient to satisfy the Executive’s Tax-Related Items.

12. Limitations on Transfer . The Award shall not be sold, assigned, transferred, exchanged or encumbered by the Executive other than pursuant to the terms of the Plan.

13. Recoupment Provision . In the event of a restatement of the Company’s consolidated financial statements that is caused, in whole or in part, by the intentional misconduct of the Executive, the Company may take one or more of the following actions with respect to the Award, as determined by the Compensation Committee of the Board (the “Compensation Committee”) in its sole discretion, and the Executive shall be bound by such determination:

(a) cancel all or a portion of the PSUs, whether earned or unearned, including any dividend equivalents related to the Award; and

(b) require repayment of all or any portion of the amounts realized or received by the Executive resulting from the conversion of PSUs to Shares or the sale of Shares related to the Award.

termination of Service and any conversion of the Award into Shares. This Section 13 shall not apply, and no amounts may be recovered hereunder, following a Change in Control.

14. No Employment Rights . Nothing in this Agreement, the Plan or the Award Letter shall confer upon the Executive any right to continued Service with the Company or any Subsidiary, as applicable, nor shall it interfere with or limit in any way any right of the Company or any Subsidiary, as applicable, to terminate the Executive’s Service at any time with or without Cause or change the Executive’s compensation, other benefits, job responsibilities or title provided in compliance with applicable local laws and permitted under the terms of the Executive’s Service contract, if any.

(a) The Executive’s rights to vest in the PSUs or receive Shares after termination of Service shall be determined pursuant to Sections 4 through 10. Those rights and the Executive’s date of termination of Service will not be extended by any notice period mandated under local law (e.g., active service would not include a period of “garden leave” or similar notice period pursuant to local law).

(c) No Service Provider has a right to participate in the Plan. All decisions with respect to future grants, if any, shall be at the sole discretion of the Company and/or the Service Recipient.

(d) The Executive will have no claim or right of action in respect of any decision, omission or discretion which may operate to the disadvantage of the Executive.

15. Nature of Grant . In accepting the grant, the Executive acknowledges, understands, and agrees that:

(b) the PSUs are extraordinary items and are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or welfare or retirement benefits or similar payments;

(c) in no event should the PSUs be considered as compensation for, or relating in any way to, past services for the Company or the Service Recipient, nor are the PSUs or the underlying Shares intended to replace any pension rights or compensation;

(d) the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(e) the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Executive’s participation in the Plan or the PSUs;

(f) no claim or entitlement to compensation or damages shall arise from forfeiture of the PSUs resulting from termination of the Executive’s Service (for any reason whatsoever and whether or not in breach of local labor laws), and in consideration of the grant of the PSUs to which the Executive is otherwise not entitled, the Executive irrevocably (i) agrees never to institute any such claim against the Company or the Service Recipient, (ii) waives the Executive’s ability, if any, to bring any such claim, and (iii) releases the Company and the Service Recipient from any such claim. If, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Executive shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claims; and

(g) the Executive is hereby advised to consult with personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the PSUs or the Plan.

16. Governing Law; Venue; Jurisdiction; Severability . To the extent that federal laws do not otherwise control, this Agreement, the Award Letter, the Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Minnesota without regard to its conflicts-of-law principles and shall be construed accordingly. The exclusive forum and venue for any legal action arising out of or related to this Agreement shall be the United States District Court for the District of Minnesota, and the parties submit to the personal jurisdiction of that court. If neither subject matter nor diversity jurisdiction exists in the United States District Court for the District of Minnesota, then the exclusive forum and venue for any such action shall be the courts of the State of Minnesota located in Hennepin County, and the Executive, as a condition of this Agreement, consents to the personal jurisdiction of that court. If any provision of this Agreement, the Award Letter or the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, the Award Letter or the Plan, and the Agreement, the Award Letter and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

17. Currencies and Dates . Unless otherwise stated, all dollars specified in this Agreement and the Award Letter shall be in U.S. dollars and all dates specified in this Agreement shall be U.S. dates.

18. Language Consent . The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente convention. If the Executive has received this Agreement or any other Plan document translated into a language other than English, the English version shall control.

19. Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Executive’s participation in the Plan, on the PSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Executive to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

20. Plan and Award Letter Incorporated by Reference; Electronic Delivery . The Plan, as hereafter amended from time to time, and the Award Letter shall be deemed to be incorporated into this Agreement and are integral parts hereof. In the event there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern. The Company or a third party designated by the Company may deliver to the Executive by electronic means any documents related to his or her participation in the Plan. The Executive acknowledges receipt of a copy of the Plan and the Award Letter.

[End of Agreement]

Exhibit (12)

TARGET CORPORATION

Computations of Ratios of Earnings to Fixed Charges for each of the

Five Years in the Period Ended January 31, 2015



Ratio of Earnings to Fixed Charges	Fiscal Year Ended
(dollars in millions)	January 31, 2015		February 1, 2014		February 2, 2013		January 28, 2012	January 29, 2011
Earnings from continuing operations before income taxes	$3,653		$4,121		$5,056		$4,621	$4,495
Capitalized interest, net	(1	)	(14	)	(12	)	6	2
Adjusted earnings from continuing operations before income taxes	3,652		4,107		5,044		4,627	4,497
Fixed charges:
Interest expense ^(a)	619		641		721		750	776
Interest portion of rental expense	108		108		106		110	110
Total fixed charges	727		749		827		860	886
Earnings from continuing operations before income taxes and fixed charges ^(b)	$4,379		$4,856		$5,871		$5,487	$5,383
Ratio of earnings to fixed charges	6.02		6.48		7.10		6.38	6.08


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

^(b) Includes the impact of the loss on early retirement of debt and the gain on sale of our U.S. credit card receivables portfolio.

Exhibit (21)

Target Corporation

(A Minnesota Corporation)

List of Significant Subsidiaries

(As of January 31, 2015)

Target Bank (UT banking corporation)

Target Brands, Inc. (MN)

Target Corporate Services, Inc. (MN)

Target Enterprise, Inc. (MN)

Target General Merchandise, Inc. (MN)

TCC Corporation S.a.r.l. (Luxembourg)

Subsidiaries not included in the list are omitted because, considered in the aggregate as a single subsidiary, they do not constitute a significant subsidiary.

Exhibit (23)

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements of Target Corporation of our reports dated March 13, 2015, with respect to the consolidated financial statements of Target Corporation and the effectiveness of internal control over financial reporting of Target Corporation, included in this Annual Report (Form 10-K) for the year ended January 31, 2015.

Registration Statement Form S-3 Nos. 333-185093 and 333-65347; Form S-8 Nos. 333-30311 pertaining to the Dayton Hudson Corporation Executive Deferred Compensation Plan, the Dayton Hudson Corporation Highly Compensated Capital Accumulation Plan, the Dayton Hudson Corporation SMG Executive Deferred Compensation Plan, and the Dayton Hudson Corporation Director Deferred Compensation Plan; 333-27435 pertaining to the Dayton Hudson Corporation Supplemental Retirement, Savings, and Employee Stock Ownership Plan; 333-86373 pertaining to the Dayton Hudson Corporation Long-Term Incentive Plan of 1999; 333-112260 and 333-75782 pertaining to the Dayton Hudson Corporation Highly Compensated Capital Accumulation Plan, Target Corporation Director Deferred Compensation Plan, Target Corporation Executive Deferred Compensation Plan, and the Target Corporation SMG Executive Deferred Compensation Plan; 333-116096 pertaining to the Target Corporation Long-Term Incentive Plan; 333-131082 pertaining to the Target Corporation Director Deferred Compensation Plan, Target Corporation Executive Deferred Compensation Plan, and the Target Corporation SMG Executive Deferred Compensation Plan; 33-66050 pertaining to the Dayton Hudson Corporation 401(k) Plan; 333-103920, 333-131083, and 333-153250 pertaining to the Target Corporation 401(k) Plan, and 333-174921 pertaining to the Target Corporation 2011 Long-Term Incentive Plan, and 333-196026 pertaining to the Target Corporation Ventures 401(k) Plan.

Minneapolis, Minnesota

March 13, 2015

Exhibit (24)

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint BRIAN C. CORNELL, JOHN J. MULLIGAN, TIMOTHY R. BAER, DAVID L. DONLIN and ANDREW J. NEUHARTH, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporation’s 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the “SEC”), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4, or 5 pursuant to the 1934 Act, or Forms 144 pursuant to the Securities Act of 1933, as amended (the “1933 Act”), and all related documents, amendments, supplementations and corrections thereto; and (3) one or more Registration Statements, on Form S-3, Form S-8, or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the 1933 Act, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted. This Power of Attorney shall remain in effect until revoked in writing by the undersigned.

The undersigned has executed this Power of Attorney as of this 5 ^th day of February, 2015.



	/s/ Roxanne S. Austin
	Roxanne S. Austin

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of this 20 ^th day of January, 2015.



	/s/ Douglas M. Baker, Jr.
	Douglas M. Baker, Jr.

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint JOHN J. MULLIGAN, TIMOTHY R. BAER, DAVID L. DONLIN and ANDREW J. NEUHARTH, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporation’s 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the “SEC”), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4, or 5 pursuant to the 1934 Act, or Forms 144 pursuant to the Securities Act of 1933, as amended (the “1933 Act”), and all related documents, amendments, supplementations and corrections thereto; and (3) one or more Registration Statements, on Form S-3, Form S-8, or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the 1933 Act, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

The undersigned has executed this Power of Attorney as of this 20 ^th day of January, 2015.



	/s/ Brian C. Cornell
	Brian C. Cornell

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of this 20 ^th day of January, 2015.



	/s/ Calvin Darden
	Calvin Darden

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of this 6 ^th day of February, 2015.



	/s/ Henrique De Castro
	Henrique De Castro

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of this 23 ^rd day of January, 2015.



	/s/ James A. Johnson
	James A. Johnson

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of this 26 ^th day of January, 2015.



	/s/ Mary E. Minnick
	Mary E. Minnick

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of this 20 ^th day of January, 2015.



	/s/ Anne M. Mulcahy
	Anne M. Mulcahy

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of this 20 ^th day of January, 2015.



	/s/ Derica W. Rice
	Derica W. Rice

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of this 20 ^th day of January, 2015.



	/s/ Kenneth L. Salazar
	Kenneth L. Salazar

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

The undersigned has executed this Power of Attorney as of this 21 ^st day of January, 2015.



	/s/ John G. Stumpf
	John G. Stumpf

Exhibit (31)A

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

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

Certifications

I, Brian C. Cornell, certify that:


1.	I have reviewed this Annual Report on Form 10-K 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 15d-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 functions):


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: March 13, 2015

/s/ Brian C. Cornell

Brian C. Cornell

Chairman and Chief Executive Officer

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 Annual Report on Form 10-K of Target Corporation;


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


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: March 13, 2015

/s/ John J. Mulligan

John J. Mulligan

Executive Vice President and Chief Financial Officer

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 Annual Report on Form 10-K of Target Corporation, a Minnesota corporation (“the Company”), for the year ended January 31, 2015, 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: March 13, 2015

/s/ Brian C. Cornell

Brian C. Cornell

Chairman and Chief Executive Officer

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

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.

Date: March 13, 2015

/s/ John J. Mulligan

John J. Mulligan

Executive Vice President and Chief Financial Officer