Target Corporation Announces Final Results of Any and All Tender Offers and Maximum Payment Amount for Pending Maximum Tender

  Target Corporation Announces Final Results of Any and All Tender Offers and
  Maximum Payment Amount for Pending Maximum Tender Offers

Business Wire

MINNEAPOLIS -- March 21, 2013

Target Corporation (“Target”) (NYSE:TGT) today announced that, pursuant to its
previously announced tender offers to purchase for cash its debt securities
listed in the tables below (collectively, the “Securities” and each a “series”
of Securities), $209,262,000 in aggregate principal amount of Securities
subject to the Any and All Tender Offers (as defined below) were validly
tendered and not validly withdrawn prior to the expiration of the Any and All
Tender Offers at 11:59 p.m., New York City time, on March 20, 2013 (such time
and date, the “Any and All Expiration Date”), according to the information
provided by Global Bondholder Services Corporation, the tender and information
agent for such tender offers, as more fully set forth below. All of such
Securities have been accepted for purchase. Target expects to make payment for
the applicable Any and All Notes in same-day funds today, March 21, 2013.

The tender offers consist of two separate groups of offers (each a “Tender
Offer”, and collectively, the “Tender Offers”) on the terms set forth in the
offer to purchase and related letter of transmittal, each dated March 13, 2013
(as they may be amended or supplemented, the “Tender Offer Documents”), with
(i) Tender Offers to purchase any and all (the “Any and All Tender Offers”) of
the three series of Securities listed in the first table below (collectively,
the “Any and All Notes”), and (ii) Tender Offers to purchase up to the Maximum
Payment Amount (as defined below) (the “Maximum Tender Offers”) of the eight
series of Securities listed in the second table below (collectively, the
“Maximum Tender Offer Notes”). Target refers investors to the Tender Offer
Documents for the complete terms of the Tender Offers.


Any and All of the Outstanding Securities Listed Below
                             Principal        U.S.                        Fixed       Total             Principal        Percent
Title of     CUSIP       Amount         Treasury    Reference   Spread    Consideration   Amount         Tendered
Security       Number        Outstanding      Reference     Yield         (Basis      (1)               Tendered         of Amount
                                              Security                    Points)                                        Outstanding
6.75%                                         2.750%
Debentures   239753DJ2   $170,000,000   due         3.197%      +75 bps   $1,311.50       $34,521,000    20.31%
due 2028                                      November
                                              15, 2042
6.65%                                         2.750%
Debentures   239753DL7   $154,900,000   due         3.197%      +75 bps   $1,309.07       $39,073,000    25.22%
due 2028                                      November
                                              15, 2042
7.00%                                         2.750%
Debentures   87612EAF3   $354,000,000   due         3.197%      +75 bps   $1,395.38       $135,668,000   38.32%
due 2031                                      November
                                              15, 2042
                                                                                                        

(1) Per $1,000 principal amount of Any and All Notes.


Up to the Maximum Payment Amount of the Outstanding Securities Listed Below
                             Principal          Acceptance     Fixed       U.S.          Bloomberg     Early
Title of     CUSIP       Amount           Priority     Spread    Treasury    Reference   Tender
Security       Number        Outstanding        Level          (Basis      Reference     Page          Payment
                                                               Points)     Security                    (2)
7.000%                                                                     2.750%
Notes due    87612EAU0   $2,250,000,000   1            +90 bps   due         FIT1        $30
2038                                                                       November
                                                                           15, 2042
6.35%                                                                      2.750%
Debentures   87612EAK2   $550,000,000     2            +80 bps   due         FIT1        $30
due 2032                                                                   November
                                                                           15, 2042
6.500%                                                                     2.750%
Notes due    87612EAR7   $1,250,000,000   3            +95 bps   due         FIT1        $30
2037                                                                       November
                                                                           15, 2042
9 7/8%                                                                     2.000%
Debentures   239753BC9   $38,650,000      4            +55 bps   due         FIT1        $30
due 2020                                                                   February
                                                                           15, 2023
8 7/8%                                                                     2.000%
Debentures   239753BL9   $21,628,000      5            +80 bps   due         FIT1        $30
due 2022                                                                   February
                                                                           15, 2023
9.70%                                                                      2.000%
Debentures   239753BG0   $27,715,000      6            +65 bps   due         FIT1        $30
due 2021                                                                   February
                                                                           15, 2023
8.80%                                                                      2.000%
Debentures   239753BM7   $40,830,000      7            +80 bps   due         FIT1        $30
due 2022                                                                   February
                                                                           15, 2023
9%                                                                         2.000%
Debentures   239753BJ4   $16,652,000      8            +70 bps   due         FIT1        $30
due 2021                                                                   February
                                                                           15, 2023
                                                                                        

(2) Per $1,000 principal amount of Maximum Tender Offer Notes. The Total
Consideration (as defined below) for Maximum Tender Offer Notes validly
tendered at or prior to the Early Tender Date (as defined below) and accepted
for purchase is calculated using the applicable Fixed Spread and is inclusive
of the Early Tender Payment.

The maximum aggregate Total Consideration and Late Tender Offer Consideration
(each as defined below) to be paid in connection with the Maximum Tender
Offers has been set at $914,268,003 (rounded to the nearest dollar) (the
“Maximum Payment Amount”). Such Maximum Payment Amount is equal to
$1,200,000,000 less $285,731,997 (rounded to the nearest dollar), the
aggregate Total Consideration for the Any and All Notes validly tendered and
accepted for purchase.

The Maximum Tender Offers are for up to the Maximum Payment Amount. If any
Maximum Tender Offer Notes are validly tendered such that the Total
Consideration and Late Tender Offer Consideration payable for such Maximum
Tender Offer Notes exceed the Maximum Payment Amount, the Maximum Tender Offer
Notes will be purchased in accordance with the acceptance priority levels set
forth in the second table above and may be subject to proration as described
in the Tender Offer Documents.

As previously announced, the Maximum Tender Offers will expire at 11:59 p.m.,
New York City time, on April 10, 2013, unless extended or earlier terminated
(such date and time, as the same may be extended, the “Maximum Tender
Expiration Date”). Holders of Maximum Tender Offer Notes must validly tender
and not validly withdraw their Maximum Tender Offer Notes at or prior to 5:00
p.m., New York City time, on March 27, 2013, unless extended or earlier
terminated (such date and time, as the same may be extended, the “Early Tender
Date”) to be eligible to receive the Total Consideration, which is inclusive
of an amount in cash equal to the amounts set forth in the second table above
under the heading “Early Tender Payment” (the “Early Tender Payment”). Holders
of Maximum Tender Offer Notes who validly tender their Maximum Tender Offer
Notes after the Early Tender Date but at or prior to the Maximum Tender
Expiration Date will be eligible only to receive an amount equal to the Total
Consideration minus the Early Tender Payment (the “Late Tender Offer
Consideration”).

Maximum Tender Offer Notes may be validly withdrawn at any time at or prior to
5:00 p.m., New York City time, on March 27, 2013 unless such date and time is
extended or earlier terminated by Target, but not thereafter.

The “Total Consideration” will be determined in the manner described in the
Tender Offer Documents at 2:00 p.m., New York City time, on March 28, 2013,
unless extended or earlier terminated. Holders will also receive accrued and
unpaid interest on Maximum Tender Offer Notes validly tendered and accepted
for purchase from the last interest payment date up to, but not including, the
date Target makes payment in same-day funds for such Maximum Tender Offer
Notes, which date is anticipated to be April 11, 2013.

Only registered holders of Maximum Tender Offer Notes are entitled to tender
Maximum Tender Offer Notes pursuant to the Maximum Tender Offers. A beneficial
owner of Maximum Tender Offer Notes that are held of record by a custodian
bank, broker, dealer, commercial bank, trust company or other nominee must
contact the nominee and request that such nominee tender such Maximum Tender
Offer Notes on the beneficial owner’s behalf prior to the Early Tender Date,
in order to receive the Total Consideration for the Maximum Tender Offer
Notes, or, in the case of Maximum Tender Offer Notes tendered after the Early
Tender Date, but prior to the Maximum Tender Expiration Date, in order to
receive the Late Tender Offer Consideration.

Information Relating to the Tender Offers
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are the lead
dealer managers for the Tender Offers. Investors with questions regarding the
Tender Offers may contact Citigroup Global Markets Inc. at (800) 558-3745
(toll-free) or (212) 723-6106 (collect) or J.P. Morgan Securities LLC at (866)
834-4666 (toll-free) or (212) 834-4811 (collect). Global Bondholder Services
Corporation is the tender and information agent for the Tender Offers and can
be contacted at (866) 873-7700 (toll-free) or (212) 430-3774 (collect).

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

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

Holders may obtain a copy of the Tender Offer Documents, free of charge, from
Global Bondholder Services Corporation, the tender and information agent in
connection with the Tender Offers, by calling toll-free at (866) 873-7700
(bankers and brokers can call collect at (212) 430-3774). Holders are urged to
carefully read these materials prior to making any decisions with respect to
the Tender Offers.

About Target
Minneapolis-based Target Corporation (NYSE: TGT) serves guests at 1,804 stores
– 1,784 in the United States and 20 in Canada – and at Target.com. Since 1946,
Target has given 5 percent of its profit through community grants and
programs; today, that giving equals more than $4 million a week. For more
information about Target’s commitment to corporate responsibility, visit
Target.com/corporateresponsibility.

For more information, visit Target.com/Pressroom.

Contact:

Target Corporation
John Hulbert, Investors, 612-761-6627
or
Stacey Wempen, Financial Media, 612-761-6785
or
Target Media Hotline, 612-696-3400
 
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