Registration No. 333-          

 

 

As filed with the Securities and Exchange Commission on January 18, 2006

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

TARGET CORPORATION

(Exact name of Registrant as specified in its charter)

 

Minnesota

 

41-0215170

(State or other jurisdiction

 

(I.R.S. Employer

of incorporation or organization)

 

Identification No.)

 

 

 

1000 Nicollet Mall

 

 

Minneapolis, Minnesota

 

55403-2467

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

TARGET CORPORATION DIRECTOR DEFERRED COMPENSATION PLAN
TARGET CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN
TARGET CORPORATION SMG EXECUTIVE DEFERRED COMPENSATION PLAN
(Full title of the plan)

 

Douglas A. Scovanner

Executive Vice President, Chief Financial Officer and Chief Accounting Officer

Target Corporation

1000 Nicollet Mall

Minneapolis, Minnesota 55403-2467

(612) 304-6073


(Name and address of agent for service)

 

(612) 304-6073
(Telephone number, including area code, of agent for service)

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities
to be registered

 

Amount to be
registered

 

Proposed maximum
offering price
per share

 

Proposed maximum
aggregate
offering price(3)

 

Amount of
registration fee

 

Deferred Compensation Obligations(1)(2)

 

$220,000,000

 

100%

 

$220,000,000

 

$23,540

 

 

(1)            The Deferred Compensation Obligations are unsecured obligations of Target Corporation to pay deferred compensation in the future in accordance with the terms and conditions of the Target Corporation Director Deferred Compensation Plan, the Target Corporation Executive Deferred Compensation Plan, and the Target Corporation SMG Executive Deferred Compensation Plan (the “Plans”). The Deferred Compensation Obligations being registered represent the maximum amount of compensation deferrals which, it is anticipated, may be made by participants in the Plans during the approximate 48 month period following the initial offering date under this Registration Statement.

 

(2)            The Deferred Compensation Obligations being registered relate to an additional $220,000,000 of Deferred Compensation Obligations, for which $52,000,000, $80,000,000 and $400,000,000 of Deferred Compensation Obligations have previously been registered pursuant to Registration Statements No. 333-30311, 333-75782 and 333-112260, respectively.

 

(3)            Computed in accordance with Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee.

 


 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional $220,000,000 of Deferred Compensation Obligations in accordance with the terms and conditions of the Target Corporation Director Deferred Compensation Plan, the Target Corporation Executive Deferred Compensation Plan, and the Target Corporation SMG Executive Deferred Compensation Plan (the “Plans”).  In accordance with Section E of the General Instructions to Form S-8, the Registration Statements on Form S-8 previously filed with the Commission relating to the Plan (Registration Statements No. 333-30311, 333-75782 and 333-112260) are incorporated by reference herein.

 

PART II

 

INFORMATION REQUIRED BY GENERAL INSTRUCTION E OF FORM S-8 REGISTRATION STATEMENT

 

Item 8.        Exhibits.

 

Exhibit
Number

 

Exhibit Description

 

 

 

4.1

 

Target Corporation Director Deferred Compensation Plan, as amended and restated February 1, 2000.(1)

 

 

 

4.2

 

Target Corporation Executive Deferred Compensation Plan, as amended and restated September 15, 2001.(2)

 

 

 

4.3

 

Target Corporation SMG Executive Deferred Compensation Plan, as amended and restated January 1, 2001.(3)

 

 

 

4.4

 

Amendment to Target Corporation SMG Executive Deferred Compensation Plan dated April 30, 2002.(4)

 

 

 

   5

 

Opinion of Timothy R. Baer, Esq., Senior Vice President, General Counsel and Corporate Secretary of Target Corporation.

 

 

 

23.1

 

Consent of Ernst & Young LLP.

 

 

 

23.2

 

Consent of Timothy R. Baer, Esq. (included as part of Exhibit 5).

 

 

 

24

 

Powers of Attorney.

 

(1)            Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-75782) filed on December 21, 2001.

 

(2)            Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-75782) filed on December 21, 2001.

 

(3)            Incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 (File No. 333-75782) filed on December 21, 2001.

 

(4)            Incorporated by reference to Exhibit (10)F to the Registrant’s Form 10-Q for the quarter ended November 2, 2002.

 


 

Item 9.     Undertakings.

 

A.             POST-EFFECTIVE AMENDMENTS.

 

The undersigned registrant hereby undertakes:

 

(1)            To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

 

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the Registration Statement is on Form S-8 (§ 239.13 of this chapter), and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement.

 

(2)            That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

 

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

B.             SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

 

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities

 


 

Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

C.             CLAIMS FOR INDEMNIFICATION.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on this 18th day of January, 2006.

 

 

TARGET CORPORATION

 

 

 

 

 

By

/s/  DOUGLAS A. SCOVANNER

 

 

Douglas A. Scovanner, Executive Vice
President, Chief Financial Officer and
Chief Accounting Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on the 18th day of January, 2006 by the following persons in the capacities indicated:

 

 

/s/  ROBERT J. ULRICH

 

Chairman of the Board and Chief Executive

Robert J. Ulrich

 

Officer (Principal Executive Officer)

 

 

 

 

 

 

/s/  DOUGLAS A. SCOVANNER

 

Executive Vice President, Chief Financial Officer and

Douglas A. Scovanner

 

Chief Accounting Officer

 

 

(Principal Financial Officer and Principal Accounting
Officer)

 

 

 

 

 

 

ROXANNE S. AUSTIN
CALVIN DARDEN
JAMES A. JOHNSON
RICHARD M. KOVACEVICH
MARY E. MINNICK
ANNE M. MULCAHY
STEPHEN W. SANGER
WARREN R. STALEY
GEORGE W. TAMKE
SOLOMON D. TRUJILLO
ROBERT J. ULRICH

 



DIRECTORS*

 

* Douglas A. Scovanner, by signing his name hereto on the 18th day of January, 2006, 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, such persons being all of the Directors of the registrant.

 

 

 

 

/s/  DOUGLAS A. SCOVANNER

 

 

Douglas A. Scovanner, Attorney-in-fact

 


 

EXHIBIT INDEX

 

Exhibit
Number

 

Exhibit Description

 

Form of Filing

 

 

 

 

 

4.1

 

Target Corporation Director Deferred Compensation Plan, as amended and restated February 1, 2000.

 

Incorporated by Reference

 

 

 

 

 

4.2

 

Target Corporation Executive Deferred Compensation Plan, as amended and restated September 15, 2001.

 

Incorporated by Reference

 

 

 

 

 

4.3

 

Target Corporation SMG Executive Deferred Compensation Plan, as amended and restated January 1, 2001.

 

Incorporated by Reference

 

 

 

 

 

4.4

 

Amendment to Target Corporation SMG Executive Deferred Compensation Plan dated April 30, 2002.

 

Incorporated by Reference

 

 

 

 

 

   5

 

Opinion of Timothy R. Baer, Esq., Senior Vice President, General Counsel and Corporate Secretary of Target Corporation.

 

Electronic Transmission

 

 

 

 

 

23.1

 

Consent of Ernst & Young LLP.

 

Electronic Transmission

 

 

 

 

 

23.2

 

Consent of Timothy R. Baer, Esq. (included as part of Exhibit 5).

 

 

 

 

 

 

 

24

 

Powers of Attorney.

 

Electronic Transmission

 

Exhibit 5

 

 

January 18, 2006

 

Members of the Board of Directors
Target Corporation
1000 Nicollet Mall
Minneapolis, MN 55403

 

Dear Board Members:

 

I am the Senior Vice President, General Counsel and Corporate Secretary of Target Corporation (the “Company”), and in that capacity I have acted as counsel to the Company in connection with the registration under the Securities Act of 1933, as amended, of $220,000,000 of the Company’s deferred compensation obligations (the “Obligations”), which represent general unsecured obligations of the Company to pay deferred compensation in the future to participating members of a select group of management or highly compensated employees or certain directors in accordance with the terms of the Target Corporation Director Deferred Compensation Plan, the Target Corporation Executive Deferred Compensation Plan and the Target Corporation SMG Executive Deferred Compensation Plan (the “Plans”). Such registration is pursuant to a Registration Statement on Form S-8 relating to the Plans (the “Registration Statement”), which is to be filed by the Company with the Securities and Exchange Commission on January 18, 2006.

 

I, or the attorneys I supervise, have examined or caused to be examined such corporate records, certificates and other documents and such question of law as I or they have considered necessary or appropriate for the purposes of this opinion.

 

On the basis of such examination, it is my opinion that:

 

1)             the Obligations, when issued in the manner contemplated by the Plans, will be the valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; and

 

2)             the provisions of the Target Corporation Executive Deferred Compensation Plan and the Target Corporation SMG Executive Deferred Compensation Plan comply with the requirements of the Employee Retirement Income Security Act of 1974, as amended, pertaining to such provisions.

 


 

Members of the Board of Directors

Page 2

 

I hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement.

 

 

Very truly yours,

 

 

 

/s/ Timothy R. Baer

 

 

 

Timothy R. Baer

 

Senior Vice President, General Counsel

 

and Corporate Secretary

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Target Corporation Director Deferred, Executive Deferred, and SMG Executive Deferred Compensation Plans of our reports dated March 25, 2005, with respect to the consolidated financial statements of Target Corporation, Target Corporation management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Target Corporation, incorporated by reference in its Annual Report on Form 10-K for the year ended January 29, 2005, and the related financial statement schedule included therein, filed with the Securities and Exchange Commission.

 

/s/ ERNST & YOUNG LLP

 

Ernst & Young LLP

 

 

Minneapolis, Minnesota

January 17, 2006

 

Exhibit 24.1

 

TARGET CORPORATION

 

Power of Attorney

of Director and/or Officer

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint ROBERT J. ULRICH, DOUGLAS A. SCOVANNER, STEPHEN C. KOWALKE, TIMOTHY R. BAER, DAVID L. DONLIN and JEFFREY A. PROULX 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, as amended; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 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 Securities Act of 1933, as amended, of debentures or 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.

 

IN WITNESS WHEREOF, the undersigned has signed below as of this 22nd day of January, 2005.

 

 

 

/s/ Roxanne S. Austin

 

Roxanne S. Austin

 


 

TARGET CORPORATION

 

Power of Attorney

of Director and/or Officer

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint ROBERT J. ULRICH, DOUGLAS A. SCOVANNER, STEPHEN C. KOWALKE, TIMOTHY R. BAER, DAVID L. DONLIN and JEFFREY A. PROULX 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, as amended; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 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 Securities Act of 1933, as amended, of debentures or 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.

 

IN WITNESS WHEREOF, the undersigned has signed below as of this 17th day of January, 2005.

 

 

 

/s/ Calvin Darden

 

Calvin Darden

 


 

TARGET CORPORATION

 

Power of Attorney

of Director and/or Officer

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint ROBERT J. ULRICH, DOUGLAS A. SCOVANNER, STEPHEN C. KOWALKE, TIMOTHY R. BAER, DAVID L. DONLIN and JEFFREY A. PROULX 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, as amended; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 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 Securities Act of 1933, as amended, of debentures or 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.

 

IN WITNESS WHEREOF, the undersigned has signed below as of this 21st day of January, 2005.

 

 

 

/s/ James A. Johnson

 

James A. Johnson

 


 

TARGET CORPORATION

 

Power of Attorney

of Director and/or Officer

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint ROBERT J. ULRICH, DOUGLAS A. SCOVANNER, STEPHEN C. KOWALKE, TIMOTHY R. BAER, DAVID L. DONLIN and JEFFREY A. PROULX 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, as amended; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 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 Securities Act of 1933, as amended, of debentures or 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.

 

IN WITNESS WHEREOF, the undersigned has signed below as of this 17th day of January, 2005.

 

 

 

/s/ Richard M. Kovacevich

 

Richard M. Kovacevich

 


 

TARGET CORPORATION

 

Power of Attorney

of Director and/or Officer

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint ROBERT J. ULRICH, DOUGLAS A. SCOVANNER, STEPHEN C. KOWALKE, TIMOTHY R. BAER, DAVID L. DONLIN and JEFFREY A. PROULX 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, as amended; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 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 Securities Act of 1933, as amended, of debentures or 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.

 

IN WITNESS WHEREOF, the undersigned has signed below as of this 22nd day of August, 2005.

 

 

 

/s/ Mary E. Minnick

 

Mary E. Minnick

 


 

TARGET CORPORATION

 

Power of Attorney

of Director and/or Officer

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint ROBERT J. ULRICH, DOUGLAS A. SCOVANNER, STEPHEN C. KOWALKE, TIMOTHY R. BAER, DAVID L. DONLIN and JEFFREY A. PROULX 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, as amended; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 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 Securities Act of 1933, as amended, of debentures or 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.

 

IN WITNESS WHEREOF, the undersigned has signed below as of this 14th day of January, 2005.

 

 

 

/s/ Anne M. Mulcahy

 

Anne M. Mulcahy

 


 

TARGET CORPORATION

 

Power of Attorney

of Director and/or Officer

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint ROBERT J. ULRICH, DOUGLAS A. SCOVANNER, STEPHEN C. KOWALKE, TIMOTHY R. BAER, DAVID L. DONLIN and JEFFREY A. PROULX 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, as amended; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 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 Securities Act of 1933, as amended, of debentures or 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.

 

IN WITNESS WHEREOF, the undersigned has signed below as of this 26th day of January, 2005.

 

 

 

/s/ Stephen W. Sanger

 

Stephen W. Sanger

 


 

TARGET CORPORATION

 

Power of Attorney

of Director and/or Officer

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint ROBERT J. ULRICH, DOUGLAS A. SCOVANNER, STEPHEN C. KOWALKE, TIMOTHY R. BAER, DAVID L. DONLIN and JEFFREY A. PROULX 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, as amended; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 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 Securities Act of 1933, as amended, of debentures or 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.

 

IN WITNESS WHEREOF, the undersigned has signed below as of this 14th day of January, 2005.

 

 

 

/s/ Warren R. Staley

 

Warren R. Staley

 


 

TARGET CORPORATION

 

Power of Attorney

of Director and/or Officer

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint ROBERT J. ULRICH, DOUGLAS A. SCOVANNER, STEPHEN C. KOWALKE, TIMOTHY R. BAER, DAVID L. DONLIN and JEFFREY A. PROULX 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, as amended; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 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 Securities Act of 1933, as amended, of debentures or 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.

 

IN WITNESS WHEREOF, the undersigned has signed below as of this 24th day of January, 2005.

 

 

 

/s/ George W. Tamke

 

George W. Tamke

 


 

TARGET CORPORATION

 

Power of Attorney

of Director and/or Officer

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint ROBERT J. ULRICH, DOUGLAS A. SCOVANNER, STEPHEN C. KOWALKE, TIMOTHY R. BAER, DAVID L. DONLIN and JEFFREY A. PROULX 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, as amended; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 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 Securities Act of 1933, as amended, of debentures or 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.

 

IN WITNESS WHEREOF, the undersigned has signed below as of this 9th day of March, 2005.

 

 

 

/s/ Solomon D. Trujillo

 

Solomon D. Trujillo

 


 

TARGET CORPORATION

 

Power of Attorney

of Director and/or Officer

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint ROBERT J. ULRICH, DOUGLAS A. SCOVANNER, STEPHEN C. KOWALKE, TIMOTHY R. BAER, DAVID L. DONLIN and JEFFREY A. PROULX 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, as amended; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 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 Securities Act of 1933, as amended, of debentures or 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.

 

IN WITNESS WHEREOF, the undersigned has signed below as of this 21st day of January, 2005.

 

 

 

/s/ Bob Ulrich

 

Bob Ulrich