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

  Target Corporation Announces Initial Results and Upsizing of
  PendingMaximumTenderOffers

Business Wire

MINNEAPOLIS -- March 27, 2013

Target Corporation (“Target”) (NYSE:TGT) today announced the early tender
results for its previously announced tender offers (the “Maximum Tender
Offers”) to purchase for cash up to the Maximum Payment Amount (as defined
below) of its debt securities listed in the table below (collectively, the
“Notes” and each a “series” of Notes). In addition, Target has amended the
Maximum Tender Offers to increase the previously announced Maximum Payment
Amount from $914,268,003 to $1,114,268,003 (the “Maximum Payment Amount”). All
other terms of the Maximum Tender Offers, as previously announced, remain
unchanged. The revised Maximum Tender Offers, combined with the recent any and
all tender offers, will total $1.4 billion in aggregate consideration paid by
Target. The Maximum Tender Offers are being made solely pursuant to 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”). Target
refers investors to the Tender Offer Documents, as supplemented by the
amendment noted above, for the complete terms of the Maximum Tender Offers.

As of the previously announced early tender date and time of 5:00 p.m., New
York City time, on March 27, 2013, (the “Early Tender Date”), $1,611,519,000
aggregate principal amount of Notes had been validly tendered and not validly
withdrawn. Withdrawal rights for the Notes expired at 5:00 p.m., New York City
time, on March 27, 2013. The table below sets forth the aggregate principal
amount and percentage of Notes validly tendered and not validly withdrawn by
the Early Tender Date. The final results of the Maximum Tender Offers will not
be available until after the Maximum Tender Offers expire at 11:59 p.m., New
York City time, on April 10, 2013, unless extended or earlier terminated (such
date and time, as the same may be extended, the “Maximum Tender Expiration
Date”).


Up to the Maximum Payment Amount of the Outstanding Notes Listed Below
                                                                                                                   Principal
                             Principal          Acceptance     Fixed       U.S.          Bloomberg     Early       Amount             Percent
Title of     CUSIP       Amount           Priority     Spread    Treasury    Reference   Tender    Tendered         Tendered of
Security       Number        Outstanding        Level          (Basis      Reference     Page          Payment     at Early           Amount
                                                               Points)     Security                    (1)         Tender             Outstanding
                                                                                                                   Date
7.000%                                                                     2.750%
Notes due    87612EAU0   $2,250,000,000   1            +90 bps   due         FIT1        $30       $1,126,303,000   50.06%
2038                                                                       November
                                                                           15, 2042
6.35%                                                                      2.750%
Debentures   87612EAK2   $550,000,000     2            +80 bps   due         FIT1        $30       $90,159,000      16.39%
due 2032                                                                   November
                                                                           15, 2042
6.500%                                                                     2.750%
Notes due    87612EAR7   $1,250,000,000   3            +95 bps   due         FIT1        $30       $379,360,000     30.35%
2037                                                                       November
                                                                           15, 2042
9 7/8%                                                                     2.000%
Debentures   239753BC9   $38,650,000      4            +55 bps   due         FIT1        $30       $1,828,000       4.73%
due 2020                                                                   February
                                                                           15, 2023
8 7/8%                                                                     2.000%
Debentures   239753BL9   $21,628,000      5            +80 bps   due         FIT1        $30       $8,995,000       41.59%
due 2022                                                                   February
                                                                           15, 2023
9.70%                                                                      2.000%
Debentures   239753BG0   $27,715,000      6            +65 bps   due         FIT1        $30       $1,189,000       4.29%
due 2021                                                                   February
                                                                           15, 2023
8.80%                                                                      2.000%
Debentures   239753BM7   $40,830,000      7            +80 bps   due         FIT1        $30       $1,800,000       4.41%
due 2022                                                                   February
                                                                           15, 2023
9%                                                                         2.000%
Debentures   239753BJ4   $16,652,000      8            +70 bps   due         FIT1        $30       $1,885,000       11.32%
due 2021                                                                   February
                                                                           15, 2023
                                                                                                                   

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

The Maximum Tender Offers are for up to the Maximum Payment Amount. Because
the aggregate consideration payable for validly tendered Notes already exceeds
the Maximum Payment Amount, the Notes will be purchased in accordance with the
acceptance priority levels set forth in the table above and will be subject to
proration as described in the Tender Offer Documents. Target currently expects
to accept for purchase on a pro rata basis approximately 68% of the Notes
validly tendered and not validly withdrawn for the series listed in the table
above at Acceptance Priority Level 1. The principal amount of the series
listed in the table above at Acceptance Priority Level 1 that is ultimately
accepted for purchase will depend upon whether holders tender additional Notes
after the Early Tender Date. Target does not expect to accept for purchase any
of the Notes for the series listed above at Acceptance Priority Levels 2
through 8.  The Notes not accepted for purchase will be promptly credited to
the account of the registered holder of such Notes with The Depositary Trust
Company or otherwise returned in accordance with the Tender Offer Documents.

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 of Notes validly tendered and
not validly withdrawn at or prior to the Early Tender Date are eligible to
receive the Total Consideration for any such Notes accepted for purchase.
Holders of Notes who validly tender their 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” set forth in the table above (the “Late Tender Offer Consideration”)
for any such Notes accepted for purchase.

Holders will also receive accrued and unpaid interest on 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
Notes, which date is anticipated to be April 11, 2013.

Information Relating to the Maximum Tender Offers

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are the lead
dealer managers for the Maximum Tender Offers. Holders with questions
regarding the Maximum 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 Maximum 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 Notes is making any recommendation as to whether holders
should tender any Notes in response to any of the Maximum Tender Offers, and
neither Target nor any such other person has authorized any person to make any
such recommendation. Holders must make their own decision as to whether to
tender any of their Notes, and, if so, the principal amount of Notes 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 Notes. The full
details of the Maximum Tender Offers for the Notes, including complete
instructions on how to tender Notes, 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 Maximum 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 Maximum 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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