10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended April 28, 2012

Commission File Number 1-6049

TARGET CORPORATION

(Exact name of registrant as specified in its charter)

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

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

Former name, former address and former fiscal year, if changed since last report: N/A

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 check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

Large accelerated filer  x  Accelerated filer  o  Non-accelerated filer  o  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

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 May 18, 2012 were 661,205,822.

TARGET CORPORATION

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Operations	1
	Consolidated Statements of Comprehensive Income	2
	Consolidated Statements of Financial Position	3
	Consolidated Statements of Cash Flows	4
	Consolidated Statements of Shareholders’ Investment	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24
Signature		25
Exhibit Index		26

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Statements of Operations
	Three Months Ended
	April 28,		April 30,
(millions, except per share data) (unaudited)	2012		2011
Sales	$	16,537	$	15,580
Credit card revenues	330		355
Total revenues	16,867		15,935
Cost of sales	11,541		10,838
Selling, general and administrative expenses	3,392		3,233
Credit card expenses	120		88
Depreciation and amortization	529		512
Earnings before interest expense and income taxes	1,285		1,264
Net interest expense	184		183
Earnings before income taxes	1,101		1,081
Provision for income taxes	404		392
Net earnings	$	697	$	689
Basic earnings per share	$	1.05	$	0.99
Diluted earnings per share	$	1.04	$	0.99
Weighted average common shares outstanding
Basic	666		693
Diluted	672		697

See accompanying Notes to Consolidated Financial Statements.

1

Consolidated Statements of Comprehensive Income
	Three Months Ended
	April 28,		April 30,
(millions) (unaudited)	2012		2011
Net earnings	$	697	$	689
Other comprehensive income, net of tax
Pension and other benefit liabilities, net of taxes of $9 and $5	14		9
Currency translation adjustment and cash flow hedges, net of taxes of $17 and $1	26		2
Other comprehensive income	40		11
Comprehensive income	$	737	$	700

See accompanying Notes to Consolidated Financial Statements.

2

Consolidated Statements of Financial Position
	April 28,			January 28,			April 30,
(millions)	2012			2012			2011
Assets	(unaudited)						(unaudited)
Cash and cash equivalents, including short-term investments of $18, $194 and $872	$	675		$	794		$	1,424
Credit card receivables, net of allowance of $395, $430 and $565	5,548			5,927			5,721
Inventory	7,670			7,918			7,696
Other current assets	1,698			1,810			1,527
Total current assets	15,591			16,449			16,368
Property and equipment
Land	6,136			6,122			5,989
Buildings and improvements	27,037			26,837			23,197
Fixtures and equipment	4,979			5,141			4,691
Computer hardware and software	2,275			2,468			2,270
Construction-in-progress	1,232			963			837
Accumulated depreciation	(12,151		)	(12,382		)	(11,336		)
Property and equipment, net	29,508			29,149			25,648
Other noncurrent assets	1,076			1,032			980
Total assets	$	46,175		$	46,630		$	42,996
Liabilities and shareholders’ investment
Accounts payable	$	6,292		$	6,857		$	6,296
Accrued and other current liabilities	3,671			3,644			3,229
Unsecured debt and other borrowings	2,483			3,036			1,124
Nonrecourse debt collateralized by credit card receivables	—			750			189
Total current liabilities	12,446			14,287			10,838
Unsecured debt and other borrowings	13,467			13,447			10,640
Nonrecourse debt collateralized by credit card receivables	1,500			250			3,776
Deferred income taxes	1,209			1,191			916
Other noncurrent liabilities	1,690			1,634			1,596
Total noncurrent liabilities	17,866			16,522			16,928
Shareholders’ investment
Common stock	55			56			57
Additional paid-in capital	3,595			3,487			3,345
Retained earnings	12,854			12,959			12,398
Accumulated other comprehensive loss
Pension and other benefit liabilities	(610		)	(624		)	(532		)
Currency translation adjustment and cash flow hedges	(31		)	(57		)	(38		)
Total shareholders’ investment	15,863			15,821			15,230
Total liabilities and shareholders’ investment	$	46,175		$	46,630		$	42,996
Common shares outstanding	661			669			689

See accompanying Notes to Consolidated Financial Statements.

3

Consolidated Statements of Cash Flows
	Three Months Ended
	April 28,			April 30,
(millions) (unaudited)	2012			2011
Operating activities
Net earnings	$	697		$	689
Reconciliation to cash flow
Depreciation and amortization	529			512
Share-based compensation expense	25			21
Deferred income taxes	7			100
Bad debt expense	52			12
Non-cash (gains)/losses and other, net	2			19
Changes in operating accounts:
Accounts receivable originated at Target	142			149
Inventory	248			(99		)
Other current assets	88			84
Other noncurrent assets	(3		)	14
Accounts payable	(566		)	(330		)
Accrued and other current liabilities	28			(103		)
Other noncurrent liabilities	58			(16		)
Cash flow provided by operations	1,307			1,052
Investing activities
Expenditures for property and equipment	(829		)	(632		)
Proceeds from disposal of property and equipment	1			1
Change in accounts receivable originated at third parties	185			271
Other investments	(16		)	(10		)
Cash flow required for investing activities	(659		)	(370		)
Financing activities
Additions to short-term debt	450			—
Additions to long-term debt	500			—
Reductions of long-term debt	(1,005		)	—
Dividends paid	(201		)	(174		)
Repurchase of stock	(592		)	(812		)
Stock option exercises and related tax benefit	82			16
Other	(2		)	—
Cash flow required for financing activities	(768		)	(970		)
Effect of exchange rate changes on cash and cash equivalents	1			—
Net decrease in cash and cash equivalents	(119		)	(288		)
Cash and cash equivalents at beginning of period	794			1,712
Cash and cash equivalents at end of period	$	675		$	1,424

See accompanying Notes to Consolidated Financial Statements.

4

Consolidated Statements of Shareholders’ Investment
	Common		Stock			Additional					Accumulated Other
	Stock		Par			Paid-in		Retained			Comprehensive
(millions, except footnotes)	Shares		Value			Capital		Earnings			Income/(Loss)			Total
January 29, 2011	704		$	59		$	3,311	$	12,698		$	(581	)	$	15,487
Net earnings	—		—			—		2,929			—			2,929
Other comprehensive loss	—		—			—		—			(100		)	(100		)
Dividends declared	—		—			—		(777		)	—			(777		)
Repurchase of stock	(37	)	(3		)	—		(1,891		)	—			(1,894		)
Stock options and awards	2		—			176		—			—			176
January 28, 2012	669		$	56		$	3,487	$	12,959		$	(681	)	$	15,821
(unaudited)
Net earnings	—		—			—		697			—			697
Other comprehensive income	—		—			—		—			40			40
Dividends declared	—		—			—		(199		)	—			(199		)
Repurchase of stock	(10	)	(1		)	—		(603		)	—			(604		)
Stock options and awards	2		—			108		—			—			108
April 28, 2012	661		$	55		$	3,595	$	12,854		$	(641	)	$	15,863

Dividends declared per share were $0.30 and $0.25 for the three months ended April 28, 2012 and April 30, 2011, respectively. For the fiscal year ended January 28, 2012, dividends declared per share were $1.15.

See accompanying Notes to Consolidated Financial Statements.

5

Notes to Consolidated Financial Statements (unaudited)

1. Accounting Policies

The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statement disclosures contained in the 2011 Form 10-K for Target Corporation (Target or the Corporation). The same accounting policies are followed in preparing quarterly financial data as are followed in preparing annual data. See the notes in our Form 10-K for the fiscal year ended January 28, 2012, for those policies. In the opinion of management, all adjustments necessary for a fair presentation of quarterly operating results are reflected herein and are of a normal, recurring nature.

Due to the seasonal nature of our business, quarterly revenues, expenses, earnings and cash flows are not necessarily indicative of the results that may be expected for the full year.

2. Earnings Per Share

Basic earnings per share (EPS) is calculated as net earnings divided by the weighted average number of common shares outstanding during the period. Diluted EPS includes the potentially dilutive impact of share-based awards outstanding at period end, consisting of the incremental shares assumed to be issued upon the exercise of stock options and the incremental shares assumed to be issued under performance share and restricted stock unit arrangements.

Earnings Per Share	Three Months Ended
	April 28,		April 30,
(millions, except per share data)	2012		2011
Net earnings	$	697	$	689
Basic weighted average common shares outstanding	666		693
Dilutive impact of share-based awards(a)	6		4
Dilutive weighted average common shares outstanding	672		697
Basic earnings per share	$	1.05	$	0.99
Dilutive earnings per share	$	1.04	$	0.99

(a) Excludes 12 million and 15 million share-based awards for the three months ended April 28, 2012 and April 30, 2011, respectively, because their effects were antidilutive.

3. Fair Value Measurements

Fair value measurements are categorized into 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 available at the measurement date, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data).

6

Fair Value Measurements - Recurring Basis
	Fair Value at April 28, 2012						Fair Value at January 28, 2012						Fair Value at April 30, 2011
(millions)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents
Short-term investments	$	18	$	—	$	—	$	194	$	—	$	—	$	872	$	—	$	—
Other current assets
Interest rate swaps(a)	—		15		—		—		20		—		—		—		—
Prepaid forward contracts	74		—		—		69		—		—		65		—		—
Other noncurrent assets
Interest rate swaps(a)	—		104		—		—		114		—		—		132		—
Company-owned life
insurance investments(b)	—		372		—		—		371		—		—		370		—
Total	$	92	$	491	$	—	$	263	$	505	$	—	$	937	$	502	$	—
Liabilities
Other current liabilities
Interest rate swaps(a)	$	—	$	5	$	—	$	—	$	7	$	—	$	—	$	—	$	—
Other noncurrent liabilities
Interest rate swaps(a)	—		65		—		—		69		—		—		54		—
Total	$	—	$	70	$	—	$	—	$	76	$	—	$	—	$	54	$	—

(a) There was one interest rate swap designated as an accounting hedge at April 28, 2012 and January 28, 2012, and none at April 30, 2011. See Note 7 for additional information on interest rate swaps.

(b) Company-owned life insurance investments consist of equity index funds and fixed income assets. Amounts are presented net of loans that are secured by some of these policies of $677 million at April 28, 2012, $669 million at January 28, 2012 and $648 million at April 30, 2011.

Position	Valuation Technique
Short-term investments	Cash equivalents approximate 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). Model inputs are changed only when corroborated by market data. A credit risk adjustment is made on each swap using observable market credit spreads.
Company-owned life insurance investments	Includes investments in separate accounts that are valued based on market rates credited by the insurer.

The following table presents the carrying amounts and estimated fair values of financial instruments not measured at fair value in the Consolidated Statements of Financial Position. The fair value of marketable securities is determined using available market prices at the reporting date and would be classified in Level 1. 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 in Level 2.

7

Financial Instruments Not Measured at Fair Value	April 28, 2012				January 28, 2012				April 30, 2011
	Carrying		Fair		Carrying		Fair		Carrying		Fair
(millions)	Amount		Value		Amount		Value		Amount		Value
Financial assets
Other current assets
Marketable securities(a)	$	43	$	43	$	35	$	35	$	24	$	24
Other noncurrent assets
Marketable securities(a)	2		2		6		6		2		2
Total	$	45	$	45	$	41	$	41	$	26	$	26
Financial liabilities
Total debt(b)	$	15,630	$	18,057	$	15,680	$	18,142	$	15,251	$	16,859
Total	$	15,630	$	18,057	$	15,680	$	18,142	$	15,251	$	16,859

(a)  Held-to-maturity investments that are held to satisfy the regulatory requirements of Target Bank and Target National Bank.

(b) Represents the sum of nonrecourse debt collateralized by credit card receivables and unsecured debt and other borrowings excluding unamortized swap valuation adjustments and capital lease obligations.

Based on various inputs and assumptions, including discussions with third parties in the context of our intended sale, we believe the gross balance of our credit card receivables approximates fair value at April 28, 2012. The carrying amounts of accounts payable and certain accrued and other current liabilities also approximate fair value at April 28, 2012.

4. Credit Card Receivables

Credit card receivables are recorded net of an allowance for doubtful accounts and are our only significant class of financing receivables. Substantially all past-due accounts accrue finance charges until they are written off. Accounts are written off when they become 180 days past due.

Age of Credit Card Receivables	April 28, 2012				January 28, 2012				April 30, 2011
			Percent of				Percent of				Percent of
(millions)	Amount		Receivables		Amount		Receivables		Amount		Receivables
Current	$	5,488	92.4	%	$	5,791	91.1	%	$	5,749	91.5	%
1-29 days past due	221		3.7		260		4.1		227		3.6
30-59 days past due	74		1.2		97		1.5		100		1.6
60-89 days past due	45		0.8		62		1.0		59		0.9
90+ days past due	115		1.9		147		2.3		151		2.4
Period-end gross credit card receivables	$	5,943	100	%	$	6,357	100	%	$	6,286	100	%

Allowance for Doubtful Accounts

The allowance for doubtful accounts is recognized in an amount equal to the anticipated future write-offs of existing receivables and includes provisions for uncollectible finance charges and other credit-related fees. We estimate future write-offs on the entire credit card portfolio collectively based on historical experience of delinquencies, risk scores, aging trends and industry risk trends.

8

Allowance for Doubtful Accounts	Three Months Ended
	April 28,			April 30,
(millions)	2012			2011
Allowance at beginning of period	$	430		$	690
Bad debt expense	52			12
Write-offs(a)	(127		)	(184		)
Recoveries(a)	40			47
Allowance at end of period	$	395		$	565

(a) Write-offs include the principal amount of losses (excluding accrued and unpaid finance charges), and recoveries include current period collections on previously written-off balances. These amounts combined represent net write-offs.

Deterioration of the macroeconomic conditions in the United States could adversely affect the risk profile of our credit card receivables portfolio based on credit card holders’ ability to pay their balances. If such deterioration were to occur, it could lead to an increase in bad debt expense. We monitor both the credit quality and the delinquency status of the credit card receivables portfolio. We consider accounts 30 or more days past due as delinquent, and we update delinquency status daily. We also monitor risk in the portfolio by assigning internally generated scores to each account and by obtaining current FICO scores, a nationally recognized credit scoring model, for a statistically representative sample of accounts each month. The credit-quality segmentation presented below is consistent with the approach used in determining our allowance for doubtful accounts.

Receivables Credit Quality	April 28, 2012				January 28, 2012				April 30, 2011
			Percent of				Percent of				Percent of
(millions)	Amount		Receivables		Amount		Receivables		Amount		Receivables
Nondelinquent accounts
FICO score of 700 or above	$	2,810	47.3	%	$	2,882	45.4	%	$	2,771	44.1	%
FICO score of 600 to 699	2,329		39.2		2,463		38.7		2,503		39.8
FICO score below 600	570		9.6		706		11.1		702		11.2
Total nondelinquent accounts	5,709		96.1		6,051		95.2		5,976		95.1
Delinquent accounts (30+ days past due)	234		3.9		306		4.8		310		4.9
Period-end gross credit card receivables	$	5,943	100	%	$	6,357	100	%	$	6,286	100	%

Under certain circumstances, we offer cardholder payment plans that meet the accounting definition of a troubled debt restructuring (TDR). These plans modify finance charges, minimum payments and/or extend payment terms. Modified terms do not change the balance of the loan. These concessions are made on an individual cardholder basis for economic or legal reasons specific to each individual cardholder’s circumstances. Cardholders are not allowed additional charges while participating in a payment plan.

Troubled Debt Restructurings	Three Months Ended
	April 28,		April 30,
(dollars in millions, contracts in thousands)	2012		2011
Average receivables	$	257	$	376
Finance charges	$	4	$	6
Troubled Debt Restructurings Defaulted During the Period(a)
Number of contracts	3		7
Amount defaulted(b)	$	9	$	24

(a) Includes loans modified within the twelve months prior to each respective period end.

(b) Represents account balance at the time of default. We define default as not paying the full fixed payment amount for two consecutive billing cycles.

Receivables in cardholder payment plans that meet the definition of a TDR are treated consistently with other receivables in determining our allowance for doubtful accounts. Accounts that complete their assigned payment plan are no longer considered TDRs. As of April 28, 2012 and April 30, 2011 there were 109 thousand and 141 thousand modified contracts with outstanding receivables of $247 million and $365 million, respectively. Payments received on troubled debt restructurings are first applied to finance charges and fees, then to the unpaid principal balance.

9

Funding for Credit Card Receivables

As a method of providing funding for our credit card receivables, we sell, on an ongoing basis, all of our consumer credit card receivables to Target Receivables LLC (TR LLC), a wholly owned, bankruptcy remote subsidiary. TR LLC then transfers the receivables to the Target Credit Card Master Trust (the Trust), which from time to time will sell debt securities to third parties, either directly or through a related trust. These debt securities represent undivided interests in the Trust assets. TR LLC uses the proceeds from the sale of debt securities and its share of collections on the receivables to pay the purchase price of the receivables to the Corporation.

We consolidate the receivables within the Trust and any debt securities issued by the Trust, or a related trust, in our Consolidated Statements of Financial Position. The receivables transferred to the Trust are not available to general creditors of the Corporation.

All interests in our Credit Card Receivables issued by the Trust are accounted for as secured borrowings. Interest and principal payments are satisfied provided the cash flows from the Trust assets are sufficient and are nonrecourse to the general assets of the Corporation. If the cash flows are less than the periodic interest, the available amount, if any, is paid with respect to interest. Interest shortfalls will be paid to the extent subsequent cash flows from the assets in the Trust are sufficient. Future principal payments will be made from the third party’s pro rata share of cash flows from the Trust assets.

Securitized Borrowings	April 28, 2012				January 28, 2012				April 30, 2011
(millions)	Debt Balance		Collateral		Debt Balance		Collateral		Debt Balance		Collateral
2008 Series	$	—	$	—	$	—	$	—	$	2,965	$	3,061
2006/2007 Series	1,500		1,899		1,000		1,266		1,000		1,266
Total	$	1,500	$	1,899	$	1,000	$	1,266	$	3,965	$	4,327

In March 2012 we amended the 2006/2007 Series Variable Funding Certificate to obtain additional funding of $500 million and to extend the maturity to 2013. Parties who hold the Variable Funding Certificate receive interest at a variable short-term market rate.

5. Commitments and Contingencies

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

6. Notes Payable and Long-Term Debt

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

Commercial Paper	Three Months Ended
	April 28,		April 30,
(millions)	2012		2011
Maximum daily amount outstanding during the period	$	605	$	—
Average daily amount outstanding during the period	162		—
Amount outstanding at period-end	450		—
Weighted average interest rate	0.15%		—

7. Derivative Financial Instruments

Historically our derivative instruments have primarily consisted of interest rate swaps, which are used to mitigate interest rate risk. We have counterparty credit risk with large global financial institutions resulting from our derivative instruments. We monitor this concentration of counterparty credit risk on an ongoing basis. See Note 3 for a description of the fair value measurement of our derivative instruments.

10

As of April 28, 2012, one swap was designated as a fair value hedge for accounting purposes, and no ineffectiveness was recognized during the three months ended April 28, 2012. There were no derivative instruments designated as accounting hedges as of April 30, 2011.

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

Derivative Contracts - Effect on Consolidated Results of Operations		Three Months Ended
(millions)		April 28,		April 30,
Type of Contract	Classification of Income/(Expense)	2012		2011
Interest rate swaps	Net interest expense	$	10	$	11

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 $102 million, $111 million and $142 million, at April 28, 2012, January 28, 2012 and April 30, 2011, respectively.

8. Income Taxes

We file a U.S. federal income tax return and income tax returns in various states and foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations for years before 2011 and, with few exceptions, are no longer subject to state and local or non-U.S. income tax examinations by tax authorities for years before 2003.

At April 28, 2012, foreign net operating loss carryforwards of approximately $255 million (resulting in a $66 million deferred tax asset) are available to offset future income. These carryforwards expire in 2032 and are expected to be fully utilized prior to expiration.

It is reasonably possible that the amount of our unrecognized tax benefits will significantly 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.

9. 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. During the first quarter of 2012, we completed a $10 billion share repurchase program that was authorized by our Board of Directors in November 2007.

Share Repurchases	Three Months Ended
	April 28,		April 30,
(millions, except per share data)	2012		2011
Total number of shares purchased	10.5		15.4
Average price paid per share	$	57.31	$	53.32
Total investment	$	604	$	819

11

Of the shares reacquired, a portion was delivered upon settlement of prepaid forward contracts as follows:

Settlment of Prepaid Forward Contracts(a)	Three Months Ended
	April 28,		April 30,
(millions)	2012		2011
Total number of shares purchased	0.2		0.1
Total cash investment	$	12	$	7
Aggregate market value(b)	$	12	$	7

(a) These contracts are among the investment vehicles used to reduce our economic exposure related to our nonqualified deferred compensation plans. The details of our positions in prepaid forward contracts have been provided in Note 10.

(b)  At their respective settlement dates.

10. Pension, Postretirement Health Care and Other Benefits

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

Net Pension and Postretirement	Pension Benefits						Postretirement Health Care Benefits
Health Care Benefits Expense	Three Months Ended						Three Months Ended
	April 28,			April 30,			April 28,			April 30,
(millions)	2012			2011			2012			2011
Service cost benefits earned during the period	$	30		$	29		$	2		$	2
Interest cost on projected benefit obligation	36			34			2			1
Expected return on assets	(55		)	(51		)	—			—
Amortization of losses	25			16			1			1
Amortization of prior service cost	—			(1		)	(3		)	(2		)
Total	$	36		$	27		$	2		$	2

We are not required to make any contributions in 2012. However, depending on investment performance and plan funded status, we may elect to make a contribution.

Our unfunded, nonqualified deferred compensation plan is offered to approximately 3,500 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 members of our management executive committee, in part to recognize the risks inherent to their participation in a plan of this nature. We also maintain a nonqualified, unfunded deferred compensation plan that was frozen during 1996, covering substantially fewer than 100 participants, most of whom are retired. 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.

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 and $(7) million during the three months ended April 28, 2012 and April 30, 2011, respectively. For the three months ended April 28, 2012 and April 30, 2011, we invested $7 million and $16 million, respectively, 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

12

when settling the forward contracts as described in Note 9. The settlement dates of these instruments are regularly renegotiated with the counterparty.

Prepaid Forward Contracts on Target Common Stock		Contractual
	Number of	Price Paid		Contractual		Total Cash
(millions, except per share data)	Shares	per Share		Fair Value		Investment
April 30, 2011	1.3	$	45.12	$	65	$	60
January 28, 2012	1.4	44.21		69		61
April 28, 2012	1.3	45.56		74		58

11. Segment Reporting

Our segment measure of profit is used by management to evaluate the return on our investment and to make operating decisions.

Business Segment Results	Three Months Ended April 28, 2012									Three Months Ended April 30, 2011
			U.S.									U.S.
	U.S.		Credit							U.S.		Credit
(millions)	Retail		Card		Canadian			Total		Retail		Card		Canadian			Total
Sales/Credit card revenues	$	16,537	$	330	$	—		$	16,867	$	15,580	$	355	$	—		$	15,935
Cost of sales	11,541		—		—			11,541		10,838		—		—			10,838
Bad debt expense(a)	—		52		—			52		—		12		—			12
Selling, general and administrative/ Operations and marketing	3,293		133		34			3,460		3,173		125		11			3,309
expenses(a), (b)
Depreciation and amortization	504		4		21			529		507		5		—			512
Earnings/(loss) before interest expense and income taxes	1,199		141		(55		)	1,285		1,062		213		(11		)	1,264
Interest expense on nonrecourse debt collateralized by credit card receivables(c)	—		2		—			2		—		19		—			19
Segment profit/(loss)	$	1,199	$	139	$	(55	)	$	1,283	$	1,062	$	194	$	(11	)	$	1,245
Unallocated (income) and expenses:
Other net interest expense(c)								182									164
Earnings before income taxes								$	1,101								$	1,081

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

(a) The combination of bad debt expense and operations and marketing expenses, less amounts the U.S. Retail Segment charges the U.S. Credit Card Segment for loyalty programs, within the U.S. Credit Card Segment represent credit card expenses on the Consolidated Statements of Operations.

(b) Loyalty program charges were $65 million and $49 million for the three months ended April 28, 2012 and April 30, 2011, respectively. In all periods, these amounts were recorded as reductions to SG&A expenses within the U.S. Retail Segment and increases to operations and marketing expenses within the U.S. Credit Card Segment.

(c) The combination of interest expense on nonrecourse debt collateralized by credit card receivables and other net interest expense represent net interest expense on the Consolidated Statements of Operations.

Total Assets by Segment	April 28,		January 28,		April 30,
(millions)	2012		2012		2011
U.S. Retail	$	36,841	$	37,108	$	37,032
U.S. Credit Card	5,756		6,135		5,934
Canadian	3,578		3,387		30
Total	$	46,175	$	46,630	$	42,996

13

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

Consolidated revenues were $16,867 million for the three months ended April 28, 2012, an increase of $932 million or 5.9 percent from the same period in the prior year. Consolidated earnings before interest expense and income taxes for first quarter 2012 increased by $21 million or 1.6 percent over first quarter 2011 to $1,285 million. Cash flow provided by operations was $1,307 million and $1,052 million for the three months ended April 28, 2012 and April 30, 2011, respectively. Diluted earnings per share in the first quarter increased 5.0 percent to $1.04 from $0.99 in the same period a year ago. Adjusted diluted earnings per share, which we believe is useful in providing period-to-period comparisons of the results of our U.S. operations, increased 11.5 percent to $1.11 in first quarter 2012 from $0.99 in the same period a year ago.

Earnings Per Share	Three Months Ended
	April 28		,	April 30		,
	2012			2011			Change
GAAP diluted earnings per share	$	1.04		$	0.99		5.0	%
Adjustments(a)	0.07			—
Adjusted diluted earnings per share	$	1.11		$	0.99		11.5	%

Note: A reconciliation of non-GAAP financial measures to GAAP measures is provided on page 20.

(a)Adjustments represent the diluted EPS impact of our planned 2013 Canadian market entry and the favorable resolution of various income tax matters.

Our financial results for the first quarter of 2012 in our U.S. Retail Segment reflect increased sales of 6.1 percent over the same period last year due to a 5.3 percent comparable-store increase combined with the contribution from new stores. In first quarter 2012 we experienced U.S. Retail Segment EBITDA and EBIT margin rate improvements compared to first quarter 2011, driven by strong year-over-year sales growth resulting in leverage on selling, general and administrative (SG&A) expenses.

In the U.S. Credit Card Segment, we experienced a decrease in segment profit due to annualizing over a significant reserve reduction in the prior year and a smaller portfolio resulting in lower finance charge revenue, partially offset by lower interest expense.

During the three months ended April 28, 2012, loss before interest expense and income taxes in our Canadian Segment totaled $55 million, comprised of start-up costs and depreciation, compared to $11 million during the three months ended April 30, 2011.

Analysis of Results of Operations

U.S. Retail Segment

U.S. Retail Segment Results	Three Months Ended
	April 28		,	April 30		,	Percent
(millions)	2012			2011			Change
Sales	$	16,537		$	15,580		6.1	%
Cost of sales	11,541			10,838			6.5
Gross margin	4,996			4,742			5.4
SG&A expenses(a)	3,293			3,173			3.8
EBITDA	1,703			1,569			8.5
Depreciation and amortization	504			507			(0.7	)
EBIT	$	1,199		$	1,062		12.9	%

EBITDA is earnings before interest expense, income taxes, depreciation and amortization.

EBIT is earnings before interest expense and income taxes.

Note: See Note 11 to our consolidated financial statements for a reconciliation of our segment results to earnings before income taxes.

(a)Loyalty program charges were $65 million and $49 million for the three months ended April 28, 2012 and April 30, 2011, respectively. In all periods, these amounts were recorded as reductions to SG&A expenses within the U.S. Retail Segment and increases to operations and marketing expenses within the U.S. Credit Card Segment.

14

U.S. Retail Segment Rate Analysis	Three Months Ended
	April 28,		April 30,
	2012		2011
Gross margin rate	30.2	%	30.4	%
SG&A expense rate	19.9		20.4
EBITDA margin rate	10.3		10.1
Depreciation and amortization expense rate	3.0		3.3
EBIT margin rate	7.3		6.8

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

Sales

Sales include merchandise sales, net of expected returns, from our stores and our online business, as well as gift card breakage. See Item 1 in our Form 10-K for the fiscal year ended January 28, 2012 for a description of our product categories.

Sales by Product Category	Three Months Ended
	April 28,		April 30,
	2012		2011
Household essentials	26	%	26	%
Hardlines	16		17
Apparel and accessories	20		20
Food and pet supplies	21		20
Home furnishings and décor	17		17
Total	100	%	100	%

Comparable-store sales is a measure that highlights the performance of our existing stores by measuring the change in sales for such stores for a period over the comparable, prior-year period of equivalent length. The method of calculating comparable-store sales varies across the retail industry. As a result, our comparable-store sales calculation is not necessarily comparable to similarly titled measures reported by other companies.

Comparable-store sales are sales from our online business and stores open longer than one year, including:

·sales from stores that have been remodeled or expanded while remaining open (including our current store remodel program)

·sales from stores that have been relocated to new buildings of the same format within the same trade area, in which the new store opens at about the same time as the old store closes

Comparable-store sales do not include:

·sales from general merchandise stores that have been converted, or relocated within the same trade area, to a SuperTarget store format

·sales from stores that were intentionally closed to be remodeled, expanded or reconstructed

Comparable-Store Sales	Three Months Ended
	April 28,		April 30,
	2012		2011
Comparable-store sales change	5.3	%	2.0	%
Drivers of change in comparable-store sales:
Number of transactions	2.0		0.4
Average transaction amount	3.2		1.6
Units per transaction	0.6		4.4
Selling price per unit	2.6		(2.6	)

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 makes further analysis of sales metrics infeasible.

15

Our U.S. Credit Card Segment offers credit to qualified guests through our branded proprietary credit cards: the Target Visa Credit Card and the Target 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 at checkout every day when they use a REDcard at any Target store or on Target.com.

We monitor the percentage of store sales that are paid for using REDcards (REDcard Penetration), because our internal analysis has indicated that a meaningful portion of the incremental purchases on our REDcards are also incremental sales for Target, with the remainder representing a shift in tender type.

REDcard Penetration	Three Months Ended
	April 28,		April 30,
	2012		2011
Target Credit Cards	7.1	%	5.9	%
Target Debit Card	4.5		1.7
Total Store REDcard Penetration	11.6	%	7.6	%

Gross Margin Rate

For the three months ended April 28, 2012, our gross margin rate was 30.2 percent, decreasing from 30.4 percent in the comparable period last year, reflecting downward pressure from our integrated growth strategies of 5% REDcard Rewards and remodel program, partially offset by a beneficial mix of higher-margin sales and underlying rate improvements within categories.

Selling, General and Administrative Expense Rate

For the three months ended April 28, 2012, the SG&A expense rate was 19.9 percent, a decrease from 20.4 percent in the same period last year. Approximately half of this improvement is due to store hourly payroll expense improvements, and the remainder was spread across several other areas.

SG&A expenses exclude depreciation and amortization, as well as expenses associated with our credit card operations, which are reflected separately in our Consolidated Statements of Operations.

Depreciation and Amortization Expense Rate

For the three months ended April 28, 2012, our depreciation and amortization expense rate was 3.0 percent, compared with 3.3 percent last year. This decrease is due to strong year-over-year sales growth creating leverage on stable depreciation and amortization expenses.

Store Data

During the three months ended April 28, 2012, we opened 3 new stores (one net of one relocation and one closure). During the three months ended April 30, 2011, we opened 6 new stores (5 net of one relocation). During the first quarter of 2012, we remodeled 114 stores under our current store remodel program, compared with 83 in the comparable prior year period.

Number of Stores and Retail Square Feet	Number of Stores						Retail Square Feet(a)
	April 28	,	January 28	,	April 30	,	April 28	,	January 28	,	April 30	,
	2012		2012		2011		2012		2012		2011
Target general merchandise stores	521		637		953		62,464		76,999		116,462
Expanded food assortment stores	992		875		550		128,885		114,219		73,253
SuperTarget stores	251		251		252		44,503		44,503		44,681
Total	1,764		1,763		1,755		235,852		235,721		234,396

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

16

U.S. Credit Card Segment

We offer credit to qualified guests through the Target Credit Cards. Our credit card program supports our core retail operations and remains an important contributor to our overall profitability and engagement with our guests.

Credit card revenues are comprised of finance charges, late fees and other revenue, and third party merchant fees, which are amounts received from merchants who accept the Target Visa Credit Card.

U.S Credit Card Segment Results	Three Months Ended				Three Months Ended
	April 28, 2012				April 30, 2011
			Annualized				Annualized
(millions)	Amount		Rate(d)		Amount		Rate(d)
Finance charge revenue	$         271		17.8	%	$          292		18.1	%
Late fees and other revenue	40		2.6		42		2.6
Third party-merchant fees	19		1.3		21		1.3
Total revenue	330		21.7		355		22.0
Bad debt expense	52		3.4		12		0.8
Operations and marketing expenses(a)	133		8.8		125		7.8
Depreciation and amortization	4		0.2		5		0.3
Total expenses	189		12.4		142		8.8
EBIT	141		9.3		213		13.2
Interest expense on nonrecourse debt collateralized by credit card receivables	2				19
Segment profit	$         139				$          194
Average receivables funded by Target(b)	$      4,886				$       2,504
Segment pretax ROIC(c)	11.4	%			30.9	%

Note: See Note 11 to our Consolidated Financial Statements for a reconciliation of our segment results to earnings before income taxes.

(a)See footnote (a) to our U.S. Retail Segment Results table on page 14 for an explanation of our loyalty program charges.

(b)Amounts represent the portion of average gross credit card receivables funded by Target. These amounts exclude $1,187 million for the three months ended April 28, 2012, and $3,959 million for the three months ended April 30, 2011, of average receivables funded by nonrecourse debt collateralized by credit card receivables.

(c)ROIC is return on invested capital, and this rate equals our segment profit divided by average gross credit card receivables funded by Target, expressed as an annualized rate. This measure has decreased significantly, primarily due to our voluntary retirement of our 2008 series securitization in January 2012, increasing the average receivables funded by Target.

(d)As an annualized percentage of average gross credit card receivables.

Spread Analysis - Total Portfolio	Three Months Ended			Three Months Ended
	April 28, 2012			April 30, 2011
(millions)		Annualized			Annualized
	Amount	Rate		Amount	Rate
EBIT	$            141	9.3%	(c)	$              213	13.2%	(c)
LIBOR(a)		0.2%			0.2%
Spread to LIBOR(b)	$            137	9.1%	(c)	$              209	13.0%	(c)

(a)Balance-weighted one-month LIBOR.

(b)Spread to LIBOR is a metric used to analyze the performance of our total credit card portfolio because the majority of our portfolio earns finance charge revenue at rates tied to the Prime Rate, and the interest rate on all nonrecourse debt collateralized by credit card receivables is tied to LIBOR.

(c)As an annualized percentage of average gross credit card receivables.

Our primary measure of segment profit is the EBIT generated by our total credit card receivables portfolio less the interest expense on nonrecourse debt collateralized by credit card receivables. We analyze this measure of profit in light of the amount of capital we have invested in our credit card receivables. In addition, we measure the performance of our overall credit card receivables portfolio by calculating the dollar Spread to LIBOR at the portfolio level. This metric approximates overall financial performance of the entire credit card portfolio we manage by measuring the difference

17

between EBIT earned on the portfolio and a hypothetical benchmark rate financing cost applied to the entire portfolio. The interest rate on all nonrecourse debt collateralized by credit card receivables is tied to LIBOR.

Segment profit for the three months ended April 28, 2012 decreased to $139 million from $194 million for the three months ended April 30, 2011. Spread to LIBOR for the quarter was 9.1 percent or $137 million, down from 13.0 percent or $209 million a year ago. Segment revenues for the three months ended April 28, 2012 were $330 million, a decrease of $25 million, or 7.1 percent, from the same period in the prior year. The decrease was primarily driven by lower average receivables resulting in reduced finance charge revenue. Segment expenses were $189 million for the three months ended April 28, 2012, an increase of $47 million, or 32.6 percent, from the comparable prior year period driven by higher bad debt expense primarily attributable to annualizing over a significant reduction in the reserve in the prior year. Segment interest expense on nonrecourse debt for the three months ended April 28, 2012 declined by $17 million from last year, due to a decrease in nonrecourse debt collateralized by credit card receivables.

Receivables Rollforward Analysis	Three Months Ended
	April 28,	April 30,
(millions)	2012	2011
Beginning gross credit card receivables	$         6,357	$           6,843
Charges at Target	1,288	1,002
Charges at third parties	1,139	1,251
Payments	(3,060)	(3,001)
Other	219	191
Period-end gross credit card receivables	$         5,943	$           6,286
Average gross credit card receivables	$         6,073	$           6,463
Accounts with three or more payments (60+ days) past due as a percentage of period-end gross credit card receivables	2.7%	3.3%
Accounts with four or more payments (90+ days) past due as a percentage of period-end gross credit card receivables	1.9%	2.4%

Allowance for Doubtful Accounts	Three Months Ended
	April 28,	April 30,
(millions)	2012	2011
Allowance at beginning of period	$            430	$              690
Bad debt expense	52	12
Write-offs(a)	(127)	(184)
Recoveries(a)	40	47
Allowance at end of period	$            395	$              565
As a percentage of period-end gross credit card receivables	6.6%	9.0%
Net write-offs as an annualized percentage of average gross credit card receivables	5.7%	8.5%

(a)Write-offs include the principal amount of losses (excluding accrued and unpaid finance charges), and recoveries include current period collections on previously written-off balances. These amounts combined represent net write-offs.

Period-end and average gross credit card receivables have declined because of an increase in payment rates and a decrease in Target Visa Credit Card charges at third parties, partially offset by an increase in charges at Target. The decrease in charges on our credit cards at third parties is primarily due to the fact that we no longer issue new Target Visa accounts.

We intend to pursue the sale of our credit card receivables portfolio and will execute a transaction only if appropriate strategic and financial conditions are met. We will classify the credit card receivables portfolio as held for sale when a transaction that allows us to meet our objectives has been agreed upon with a potential buyer.

18

Canadian Segment

During the three months ended April 28, 2012, start-up costs totaled $34 million, compared with $11 million in the comparable prior-year period, and primarily consisted of compensation, benefits and third-party service expenses. Additionally, we recorded $21 million in depreciation for the three months ended April 28, 2012, related to capital lease assets and leasehold interests.

Other Performance Factors

Net Interest Expense

Net interest expense for the three months ended April 28, 2012 was $184 million, including $20 million of interest on capitalized leases related to our Canadian market entry. For the three months ended April 30, 2011, net interest expense was $183 million.

Provision for Income Taxes

Our effective income tax rate for the three months ended April 28, 2012 was 36.7 percent, up from 36.3 percent for the three months ended April 30, 2011. This change is primarily due to increased losses in our Canadian Segment, which are taxed at lower rates than our U.S. earnings, slightly offset by tax benefits related to other foreign earnings.

Reconciliation of Non-GAAP Financial Measures to GAAP Measures

Our segment measure of profit is used by management to evaluate the return we are achieving on our investment and to make operating decisions. To provide additional transparency, we have disclosed non-GAAP adjusted diluted earnings per share, which excludes the impact of our planned 2013 Canadian market entry and favorable resolution of various income tax matters. We believe this information is useful in providing period-to-period comparisons of the results of our U.S. operations. This measure is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. The most comparable GAAP measure is diluted earnings per share. Non-GAAP adjusted EPS 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 differently than we do, limiting the usefulness of the measure for comparisons with other companies.

19

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures
			U.S.
	U.S.		Credit		Total							Consolidated
(millions, except per share data)	Retail		Card		U.S.		Canadian		Other			GAAP Total
Three Months Ended April 28, 2012
Segment profit	$	1,199	$	139	$	1,338	$	(55)	$	—		$	1,283
Other net interest expense(a)					162		20		—			182
Earnings before income taxes					1,176		(75)		—			1,101
Provision for income taxes(b)					432		(20)		(8)		(d)	404
Net earnings					$	744	$	(55)	$	8		$	697
Diluted earnings per share(c)					$	1.11	$	(0.08)	$	0.01		$	1.04
Three Months Ended April 30, 2011
Segment profit	$	1,062	$	194	$	1,256	$	(11)	$	—		$	1,245
Other net interest expense(a)					164		—		—			164
Earnings before income taxes					1,092		(11)		—			1,081
Provision for income taxes(b)					400		(3)		(5)		(d)	392
Net earnings					$	692	$	(8)	$	5		$	689
Diluted earnings per share(c)					$	0.99	$	(0.01)	$	0.01		$	0.99

Note: A non-GAAP financial measures summary is provided on page 14. The sum of the non-GAAP adjustments may not equal the total adjustment amounts due to rounding.

(a)Represents interest expense, net of interest income, not included in U.S. Credit Card segment profit.  For the three months ended April 28, 2012, U.S. Credit Card segment profit included $2 million of interest expense on nonrecourse debt collateralized by credit card receivables, compared with $19 million in the respective prior year period. These amounts, along with other net interest expense, equal consolidated GAAP net interest expense.

(b)Taxes are allocated to our business segments based on estimated income tax rates applicable to the operations of the segment for the period.

(c)Weighted average diluted shares outstanding were 672 million for the three months ended April 28, 2012, and 697 million for the three months ended April 30, 2011.

(d)Represents the effect of resolution of income tax matters.

Analysis of Financial Condition

Liquidity and Capital Resources

Our period-end cash and cash equivalents balance was $675 million compared with $1,424 million for the same period in 2011. Short-term investments (highly liquid investments with an original maturity of three months or less from the time of purchase) of $18 million and $872 million were included in cash and cash equivalents at the end of first quarter 2012 and 2011, 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 certain dollar limits on our investments in individual funds or instruments.

Operations during the first three months of 2012 were funded by both internally and externally generated funds. Cash flow provided by operations was $1,307 million for the three months ended April 28, 2012 compared with $1,052 million for the same period in 2011. In first quarter 2012 we amended the 2006/2007 Variable Funding Certificate to obtain additional funding of $500 million and to extend the maturity to 2013. During the first quarter of 2012, we issued commercial paper, of which, $450 million was outstanding as of April 28, 2012. This cash flow, combined with our prior year-end cash position, allowed us to pay current debt maturities, fund capital expenditures, pay dividends and continue purchases under our share repurchase program.

Our period-end gross credit card receivables were $5,943 million at April 28, 2012 compared with $6,286 million at April 30, 2011, a decrease of 5.4 percent. Average gross credit card receivables during the three months ended April 28, 2012 decreased 6.0 percent compared with the three months ended April 30, 2011. This change was driven by the factors indicated in the U.S. Credit Card Segment section above.

As of April 28, 2012, $1,500 million of our credit card receivables portfolio was funded by third parties. We intend to pursue a sale of our credit card receivables portfolio, which would provide additional liquidity.

20

During the three months ended April 28, 2012, we completed the $10 billion share repurchase program authorized by our Board of Directors in November 2007, and we began repurchasing shares under the $5 billion program authorized by our Board of Directors in January 2012. Under these programs, we repurchased 10.5 million shares of our common stock for a total investment of $604 million ($57.31 per share) during the quarter. During the three months ended April 30, 2011, we repurchased 15.4 million shares of our common stock for $819 million ($53.32 per share).

We paid dividends totaling $201 million for the three months ended April 28, 2012, and $174 million during the three months ended April 30, 2011, an increase of 15.5 percent. We declared dividends totaling $199 million ($0.30 per share) in first quarter 2012, an increase of 15.1 percent over the $172 million ($0.25 per share) of declared dividends during the first quarter of 2011. We have paid dividends every quarter since our first dividend was declared following our 1967 initial public offering, and it is our intent to continue to do so in the future.

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, commercial paper and securitized debt 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 credit ratings. As of April 28, 2012 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 rating will remain the same as described above.

As a measure of our financial condition we monitor our interest coverage ratio, representing the ratio of pretax earnings before fixed charges to fixed charges. Fixed charges include interest expense and the interest portion of rent expense. Our interest coverage ratio was 6.0x for the first three months of both 2012 and 2011.

An additional source of liquidity is available to us through a committed $2.25 billion revolving credit facility obtained through a group of banks in October 2011, which will expire in October 2016. This revolving credit facility replaced a previously held $2 billion revolving credit facility. No balances were outstanding at any time during the first quarter of 2012 or 2011under either 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 April 28, 2012, 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, pay dividends and continue purchases under our share repurchase program throughout 2012, and we continue to anticipate ample access to commercial paper and long-term financing.

Contractual Obligations and Commitments

A summary of future obligations under our various contractual obligations and commitments as of January 28, 2012 was disclosed in our 2011 10-K.During the three months ended April 28, 2012, there were no material changes outside the ordinary course of business. However, we continually evaluate opportunities to expand our operations, including internal development of new products, programs and technology applications and acquisitions.

21

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: For our U.S. Credit Card Segment, aggregate portfolio risks and the level of, the allowance for doubtful accounts, and the pursuit and timing of a portfolio sale; for our Canadian Segment, our performance and timing of our entry into Canada; on a consolidated basis, statements regarding the adequacy of and costs associated with our sources of liquidity, the continued execution of our share repurchase program, the expected compliance with debt covenants, the expected impact of new accounting pronouncements, our intentions regarding future dividends, contributions related to our pension and postretirement health care plans, the adequacy of our reserves for claims and litigation, the expected outcome of claims and litigation, the expected ability to recognize deferred tax assets and liabilities, including foreign net operating loss carryforwards, and the resolution of tax matters.

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 of our Form 10-K for the fiscal year ended January 28, 2012, 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 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in our Form 10-K for the fiscal year ended January 28, 2012.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this quarterly 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 Securities and Exchange Commission (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.

Changes in Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the first quarter of fiscal 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

22

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a description of legal proceedings, see Note 5 of the Notes to Consolidated Financial Statements included in Item 1, Financial Statements.

Item 1A. Risk Factors

There have been no material changes to the risk factors described in our annual report on Form 10-K for the fiscal year ended January 28, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table below presents information with respect to Target common stock purchases made during the three months ended April 28, 2012, by Target or any “affiliated purchaser” of Target, as defined in Rule 10b-18(a)(3) under the Exchange Act.

In first quarter 2012, we completed a $10 billion share repurchase program authorized by our Board of Directors in November of 2007 and began repurchasing shares under a $5 billion share repurchase program authorized by our Board of Directors in January 2012. Since the inception of our current share repurchase program, we have repurchased 5.6 million shares of our common stock, for a total cash investment of $325 million ($57.78 average price per share).

					Approximate
				Total Number of	Dollar Value of
				Shares Purchased	Shares that May
	Total Number	Average		as Part of	Yet Be Purchased
	of Shares	Price Paid		Publicly Announced	Under the
Period	Purchased(a)(b)	per Share(a)		Programs(a)	Program
January 29, 2012 through February 25, 2012	57,485	$	49.95	188,665,159	$	5,275,700,474
February 26, 2012 through March 31, 2012	8,094,599	57.37		196,529,098	4,824,573,140
April 1, 2012 through April 28, 2012	2,615,796	57.30		199,144,894	4,674,682,561
	10,767,880	$	57.31	199,144,894	$	4,674,682,561

(a) The table above includes shares reacquired upon settlement of prepaid forward contracts. For the three months ended April 28, 2012, 0.2 million shares were reacquired through these contracts. At April 28, 2012, we held asset positions in prepaid forward contracts for 1.3 million shares of our common stock, for a total cash investment of $58 million, or $45.56 per share.

(b) The number of shares above includes shares of common stock reacquired from team members who wish to tender owned shares to satisfy the tax withholding on equity awards as part of our long-term incentive plans or to satisfy the exercise price on stock option exercises. For the three months ended April 28, 2012, 230,660 shares were reacquired at an average per share price of $58.48 pursuant to our long-term incentive plan.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

23

Item 6.  Exhibits

(3)A	Amended and Restated Articles of Incorporation (as amended June 10, 2010)(1)
(3)B	By-laws (as amended through September 10, 2009)(2)
(12)	Statements of Computations of Ratios of Earnings to Fixed Charges
(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 As Adopted Pursuant to 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 As Adopted Pursuant to 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

(1)Incorporated by reference to Exhibit (3)A to the Registrant’s Form 8-K Report filed June 10, 2010

(2)Incorporated by reference to Exhibit (3)B to the Registrant’s Form 8-K Report filed September 10, 2009

24

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TARGET CORPORATION
Dated: May 23, 2012	By:	/s/ John J. Mulligan
		John J. Mulligan
		Executive Vice President,
		Chief Financial Officer
		and Chief Accounting Officer
		(Duly Authorized Officer and
		Principal Financial Officer)

25

EXHIBIT INDEX

Exhibit	Description	Manner of Filing
(3)A	Amended and Restated Articles of Incorporation (as amended June 10, 2010)	Incorporated by Reference
(3)B	By-Laws (as amended through September 10, 2009)	Incorporated by Reference
(12)	Statements of Computations of Ratios of Earnings to Fixed Charges	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 As Adopted Pursuant to 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 As Adopted Pursuant to 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

26

EX-12

Exhibit (12)

TARGET CORPORATION

Computations of Ratios of Earnings to Fixed Charges for the

Three Months Ended April 28, 2012 and April 30, 2011

and for the Most Recent Five Fiscal Years

Ratio of Earnings to Fixed Charges	Three Months Ended					Fiscal Year Ended
	Apr. 28,			Apr. 30,		Jan. 28,		Jan. 29,		Jan. 30,			Jan. 31,			Feb. 2,
(millions)	2012			2011		2012		2011		2010			2009			2008
Earnings from continuing operations before income taxes	$	1,101		$	1,081	$	4,456	$	4,495	$	3,872		$	3,536		$	4,625
Capitalized interest, net	(2		)	2		5		2		(9		)	(48		)	(66		)
Adjusted earnings from continuing operations before income taxes	1,099			1,083		4,461		4,497		3,863			3,488			4,559
Fixed charges:
Interest expense(a)	190			186		797		776		830			956			747
Interest portion of rental expense	28			30		111		110		105			103			94
Total fixed charges	218			216		908		886		935			1,059			841
Earnings from continuing operations before income taxes and fixed charges	$	1,317		$	1,299	$	5,369	$	5,383	$	4,798		$	4,547		$	5,400
Ratio of earnings to fixed charges	6.04			6.01		5.91		6.08		5.13			4.29			6.42

(a)  Includes interest on debt and capital leases (including capitalized interest) and amortization of debt issuance costs. Excludes interest income and interest associated with uncertain tax positions, which is recorded within income tax expense.

27

EX-31.A

Exhibit (31)A

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Certifications

I, Gregg W. Steinhafel, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q 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 15(d)-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 function):
	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: May 23, 2012

 /s/ Gregg W. Steinhafel

Gregg W. Steinhafel

Chairman, President and Chief Executive Officer

28

EX-31.B

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 Quarterly Report on Form 10-Q 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 15(d)-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 function):
	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: May 23, 2012

 /s/ John J. Mulligan

John J. Mulligan

Executive Vice President and Chief Financial Officer

29

EX-32.A

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 Quarterly Report on Form 10-Q of Target Corporation, a Minnesota corporation (“the Company”), for the quarter ended April 28, 2012, 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: May 23, 2012

 /s/ Gregg W. Steinhafel

Gregg W. Steinhafel

Chairman, President and Chief Executive Officer

30

EX-32.B

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

In connection with the Quarterly Report on Form 10-Q of Target Corporation, a Minnesota corporation (“the Company”), for the quarter ended April 28, 2012, 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: May 23, 2012

 /s/ John J. Mulligan

John J. Mulligan

Executive Vice President and Chief Financial Officer

31

XML

Share Repurchase (Details) (USD $) Share data in Millions, except Per Share data, unless otherwise specified	3 Months Ended		12 Months Ended	1 Months Ended	12 Months Ended	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011	Jan. 28, 2012	Nov. 30, 2007 2007 Share Repurchase Program	Jan. 28, 2012 2012 Share Repurchase Program	Apr. 28, 2012 Cash investment	Apr. 30, 2011 Cash investment	Apr. 28, 2012 Prepaid forward contracts market value	Apr. 30, 2011 Prepaid forward contracts market value
Share Repurchase Information
Amount approved by board of directors for share repurchase program				$ 10,000,000,000	$ 5,000,000,000
Total Number of Shares Purchased	10.0	15.4
Repurchase of stock, average price per share (in dollars per share)	$ 57.31	$ 53.32
Total Investment	604,000,000	819,000,000
Stock repurchased, delivered upon settlement of prepaid forward contracts (in shares)	0.2	0.1
Repurchase of stock	604,000,000		1,894,000,000			12,000,000	7,000,000
Stock repurchased, delivered upon settlement of prepaid forward contracts								$ 12,000,000	$ 7,000,000

XML

Credit Card Receivables (Details 2) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Allowance for Doubtful Accounts
Allowance at beginning of period	$ 430	$ 690
Bad debt expense	52	12
Write-offs	(127)	(184)
Recoveries	40	47
Allowance at end of period	$ 395	$ 565

XML

Derivative Financial Instruments (Tables)

3 Months Ended

Apr. 28, 2012

Derivative Financial Instruments

Derivative Contracts - Effect on Results of Operations

Derivative Contracts - Effect on Consolidated Results of Operations		Three Months Ended
(millions)		April 28,		April 30,
Type of Contract	Classification of Income/(Expense)	2012		2011
Interest rate swaps	Net interest expense	$	10	$	11

XML

Segment Reporting (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Segment Reporting Information
Sales/Credit card revenues	$ 16,867	$ 15,935
Cost of sales	11,541	10,838
Bad debt expense	52	12
Selling, general and administrative/Operations and marketing expenses	3,460	3,309
Depreciation and amortization	529	512
Earnings before interest expense and income taxes	1,285	1,264
Interest expense on nonrecourse debt collateralized by credit card receivables	2	19
Segment profit/(loss)	1,283	1,245
Unallocated (income)/expense
Other net interest expense	182	164
Earnings before income taxes	1,101	1,081
U.S. Retail
Segment Reporting Information
Sales/Credit card revenues	16,537	15,580
Cost of sales	11,541	10,838
Selling, general and administrative/Operations and marketing expenses	3,293	3,173
Depreciation and amortization	504	507
Earnings before interest expense and income taxes	1,199	1,062
Segment profit/(loss)	1,199	1,062
Unallocated (income)/expense
Intersegment expense (credit) related to reimbursements under the REDcard rewards program	65	49
U.S. Credit Card
Segment Reporting Information
Sales/Credit card revenues	330	355
Bad debt expense	52	12
Selling, general and administrative/Operations and marketing expenses	133	125
Depreciation and amortization	4	5
Earnings before interest expense and income taxes	141	213
Interest expense on nonrecourse debt collateralized by credit card receivables	2	19
Segment profit/(loss)	139	194
Unallocated (income)/expense
Intersegment expense (credit) related to reimbursements under the REDcard rewards program	65	49
Canadian
Segment Reporting Information
Selling, general and administrative/Operations and marketing expenses	34	11
Depreciation and amortization	21
Earnings before interest expense and income taxes	(55)	(11)
Segment profit/(loss)	$ (55)	$ (11)

XML

Derivative Financial Instruments (Details) (USD $) In Millions, unless otherwise specified				3 Months Ended
	Apr. 28, 2012 instrument	Jan. 28, 2012	Apr. 30, 2011	Apr. 28, 2012 Interest rate swaps	Apr. 30, 2011 Interest rate swaps
Derivative Contracts - Effect on Results of Operations
Gain of derivative instrument not designated as hedging instrument				$ 10	$ 11
Unamortized hedged debt valuation gains from terminated and de-designated interest rate swaps	$ 102	$ 111	$ 142
Number of derivative instruments designated as accounting hedge	1

XML

Consolidated Statements of Shareholders' Investment (Parenthetical) (USD $)	3 Months Ended		12 Months Ended
	Apr. 28, 2012	Apr. 30, 2011	Jan. 28, 2012
Consolidated Statements of Shareholders' Investment
Dividends declared per share (in dollars per share)	$ 0.30	$ 0.25	$ 1.15

XML

Segment Reporting (Details 2) (USD $) In Millions, unless otherwise specified	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011
Segment Reporting Information
Total assets	$ 46,175	$ 46,630	$ 42,996
U.S. Retail
Segment Reporting Information
Total assets	36,841	37,108	37,032
U.S. Credit Card
Segment Reporting Information
Total assets	5,756	6,135	5,934
Canadian
Segment Reporting Information
Total assets	$ 3,578	$ 3,387	$ 30

XML

Earnings per Share (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Earnings Per Share
Net earnings	$ 697	$ 689
Basic weighted average common shares outstanding	666	693
Dilutive impact of share-based awards (in shares)	6	4
Diluted weighted average common shares outstanding	672	697
Basic earnings per share (in dollars per share)	$ 1.05	$ 0.99
Diluted earnings per share (in dollars per share)	$ 1.04	$ 0.99
Antidilutive stock options excluded from the calculation of weighted average shares for diluted EPS	12	15

XML

Segment Reporting (Tables)

3 Months Ended

Apr. 28, 2012

Segment Reporting

Business Segment Results and Total Assets by Segment

Business Segment Results	Three Months Ended April 28, 2012									Three Months Ended April 30, 2011
			U.S.									U.S.
	U.S.		Credit							U.S.		Credit
(millions)	Retail		Card		Canadian			Total		Retail		Card		Canadian			Total
Sales/Credit card revenues	$	16,537	$	330	$	—		$	16,867	$	15,580	$	355	$	—		$	15,935
Cost of sales	11,541		—		—			11,541		10,838		—		—			10,838
Bad debt expense(a)	—		52		—			52		—		12		—			12
Selling, general and administrative/ Operations and marketing	3,293		133		34			3,460		3,173		125		11			3,309
expenses(a), (b)
Depreciation and amortization	504		4		21			529		507		5		—			512
Earnings/(loss) before interest expense and income taxes	1,199		141		(55		)	1,285		1,062		213		(11		)	1,264
Interest expense on nonrecourse debt collateralized by credit card receivables(c)	—		2		—			2		—		19		—			19
Segment profit/(loss)	$	1,199	$	139	$	(55	)	$	1,283	$	1,062	$	194	$	(11	)	$	1,245
Unallocated (income) and expenses:
Other net interest expense(c)								182									164
Earnings before income taxes								$	1,101								$	1,081

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

(a) The combination of bad debt expense and operations and marketing expenses, less amounts the U.S. Retail Segment charges the U.S. Credit Card Segment for loyalty programs, within the U.S. Credit Card Segment represent credit card expenses on the Consolidated Statements of Operations.

(b) Loyalty program charges were $65 million and $49 million for the three months ended April 28, 2012 and April 30, 2011, respectively. In all periods, these amounts were recorded as reductions to SG&A expenses within the U.S. Retail Segment and increases to operations and marketing expenses within the U.S. Credit Card Segment.

(c) The combination of interest expense on nonrecourse debt collateralized by credit card receivables and other net interest expense represent net interest expense on the Consolidated Statements of Operations.

Total Assets by Segment	April 28,		January 28,		April 30,
(millions)	2012		2012		2011
U.S. Retail	$	36,841	$	37,108	$	37,032
U.S. Credit Card	5,756		6,135		5,934
Canadian	3,578		3,387		30
Total	$	46,175	$	46,630	$	42,996

XML

Fair Value Measurements (Details) (USD $) In Millions, unless otherwise specified	Apr. 28, 2012 instrument	Jan. 28, 2012	Apr. 30, 2011
Financial assets and liabilities measured at fair value on a recurring basis
Cash and cash equivalents	$ 18	$ 194	$ 872
Other current assets	1,698	1,810	1,527
Other noncurrent assets	1,076	1,032	980
Other noncurrent liabilities	1,690	1,634	1,596
Number of derivative instruments designated as accounting hedge	1
Company-owned life insurance investments | Fair value measured on recurring basis
Financial assets and liabilities measured at fair value on a recurring basis
Company-owned life insurance investments	677	669	648
Interest Rate Swap
Financial assets and liabilities measured at fair value on a recurring basis
Number of derivative instruments designated as accounting hedge	1	1
Level 1 | Fair value measured on recurring basis
Financial assets and liabilities measured at fair value on a recurring basis
Total	92	263	937
Level 1 | Short-term investments | Fair value measured on recurring basis
Financial assets and liabilities measured at fair value on a recurring basis
Cash and cash equivalents	18	194	872
Level 1 | Prepaid forward contracts | Fair value measured on recurring basis
Financial assets and liabilities measured at fair value on a recurring basis
Other current assets	74	69	65
Level 2 | Fair value measured on recurring basis
Financial assets and liabilities measured at fair value on a recurring basis
Total	491	505	502
Total	70	76	54
Level 2 | Company-owned life insurance investments | Fair value measured on recurring basis
Financial assets and liabilities measured at fair value on a recurring basis
Other noncurrent assets	372	371	370
Level 2 | Interest Rate Swap | Fair value measured on recurring basis
Financial assets and liabilities measured at fair value on a recurring basis
Other current assets	15	20
Other noncurrent assets	104	114	132
Other current liabilities	5	7
Other noncurrent liabilities	$ 65	$ 69	$ 54

XML

Fair Value Measurements (Details 2) (USD $) In Millions, unless otherwise specified	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011
Financial assets
Marketable securities, noncurrent	$ 1,076	$ 1,032	$ 980
Carrying amount
Financial assets
Marketable securities, current	43	35	24
Marketable securities, noncurrent	2	6	2
Total	45	41	26
Financial liabilities
Total debt	15,630	15,680	15,251
Total	15,630	15,680	15,251
Fair value measurement
Financial assets
Marketable securities, current	43	35	24
Marketable securities, noncurrent	2	6	2
Total	45	41	26
Financial liabilities
Total debt	18,057	18,142	16,859
Total	$ 18,057	$ 18,142	$ 16,859

XML

Consolidated Statements of Shareholders' Investment (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Apr. 28, 2012	Apr. 30, 2011	Jan. 28, 2012
Increase (Decrease) in Stockholders' Equity
Balance	$ 15,821	$ 15,487	$ 15,487
Net earnings	697	689	2,929
Other comprehensive income (loss)	40	11	(100)
Dividends declared	(199)		(777)
Repurchase of stock	(604)		(1,894)
Repurchase of stock (in shares)	(10.0)	(15.4)
Stock options and awards	108		176
Balance	15,863	15,230	15,821
Common Stock
Increase (Decrease) in Stockholders' Equity
Balance	56	59	59
Balance (in shares)	669	704	704
Repurchase of stock	(1)		(3)
Repurchase of stock (in shares)	(10.0)		(37.0)
Stock options and awards (in shares)	2		2
Balance	55		56
Balance (in shares)	661		669
Additional Paid-in Capital
Increase (Decrease) in Stockholders' Equity
Balance	3,487	3,311	3,311
Stock options and awards	108		176
Balance	3,595		3,487
Retained Earnings
Increase (Decrease) in Stockholders' Equity
Balance	12,959	12,698	12,698
Net earnings	697		2,929
Dividends declared	(199)		(777)
Repurchase of stock	(603)		(1,891)
Balance	12,854		12,959
Accumulated Other Comprehensive Income/(Loss)
Increase (Decrease) in Stockholders' Equity
Balance	(681)	(581)	(581)
Other comprehensive income (loss)	40		(100)
Balance	$ (641)		$ (681)

XML

Credit Card Receivables (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011
Accounts, Notes, Loans and Financing Receivable
Number of days past due for accounts receivable to be written off	P180D
Age of Credit Card Receivables
Period-end gross credit card receivables	$ 5,943	$ 6,357	$ 6,286
Period-end gross credit card receivables (as a percent)	100.00%	100.00%	100.00%
Current
Age of Credit Card Receivables
Period-end gross credit card receivables	5,488	5,791	5,749
Period-end gross credit card receivables (as a percent)	92.40%	91.10%	91.50%
1-29 days past due
Age of Credit Card Receivables
Period-end gross credit card receivables	221	260	227
Period-end gross credit card receivables (as a percent)	3.70%	4.10%	3.60%
30-59 days past due
Age of Credit Card Receivables
Period-end gross credit card receivables	74	97	100
Period-end gross credit card receivables (as a percent)	1.20%	1.50%	1.60%
60-89 days past due
Age of Credit Card Receivables
Period-end gross credit card receivables	45	62	59
Period-end gross credit card receivables (as a percent)	0.80%	1.00%	0.90%
90+ days past due
Age of Credit Card Receivables
Period-end gross credit card receivables	$ 115	$ 147	$ 151
Period-end gross credit card receivables (as a percent)	1.90%	2.30%	2.40%

XML

Pension, Postretirement Health Care and Other Benefits (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Pension Benefits
Net Pension and Postretirement Health Care Benefits Expense
Service cost benefits earned during the period	$ 30	$ 29
Interest cost on projected benefit obligation	36	34
Expected return on assets	(55)	(51)
Amortization of losses	25	16
Amortization of prior service cost		(1)
Total Net Pension and Postretirement Health Care Benefits Expense	36	27
Postretirement Health Care Benefits
Net Pension and Postretirement Health Care Benefits Expense
Service cost benefits earned during the period	2	2
Interest cost on projected benefit obligation	2	1
Amortization of losses	1	1
Amortization of prior service cost	(3)	(2)
Total Net Pension and Postretirement Health Care Benefits Expense	$ 2	$ 2

XML

Consolidated Statements of Operations (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Sales	$ 16,537	$ 15,580
Credit card revenues	330	355
Total revenues	16,867	15,935
Cost of sales	11,541	10,838
Selling, general and administrative expenses	3,392	3,233
Credit card expenses	120	88
Depreciation and amortization	529	512
Earnings before interest expense and income taxes	1,285	1,264
Net interest expense	184	183
Earnings before income taxes	1,101	1,081
Provision for income taxes	404	392
Net earnings	$ 697	$ 689
Basic earnings per share (in dollars per share)	$ 1.05	$ 0.99
Diluted earnings per share (in dollars per share)	$ 1.04	$ 0.99
Weighted average common shares outstanding
Basic (in shares)	666	693
Diluted (in shares)	672	697

XML

Consolidated Statements of Financial Position (Parenthetical) (USD $) In Millions, unless otherwise specified	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011
Consolidated Statements of Financial Position
Cash and cash equivalents, short-term investments	$ 18	$ 194	$ 872
Credit card receivables, allowance	$ 395	$ 430	$ 565

XML

Credit Card Receivables (Details 4) (USD $) In Millions, unless otherwise specified	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011
Notes Payable and Long-Term Debt
Debt Balance	$ 1,500	$ 1,000	$ 3,965
Collateral	1,899	1,266	4,327
Secured borrowings for 2008
Notes Payable and Long-Term Debt
Debt Balance			2,965
Collateral			3,061
Secured borrowings for 2006 or 2007
Notes Payable and Long-Term Debt
Debt Balance	1,500	1,000	1,000
Collateral	1,899	1,266	1,266
Variable funding certificate amended to obtain additional funding	$ 500

XML

Fair Value Measurements (Tables)

3 Months Ended

Apr. 28, 2012

Fair Value Measurements

Fair Value Measurements - Recurring Basis

Fair Value Measurements - Recurring Basis
	Fair Value at April 28, 2012						Fair Value at January 28, 2012						Fair Value at April 30, 2011
(millions)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents
Short-term investments	$	18	$	—	$	—	$	194	$	—	$	—	$	872	$	—	$	—
Other current assets
Interest rate swaps(a)	—		15		—		—		20		—		—		—		—
Prepaid forward contracts	74		—		—		69		—		—		65		—		—
Other noncurrent assets
Interest rate swaps(a)	—		104		—		—		114		—		—		132		—
Company-owned life
insurance investments(b)	—		372		—		—		371		—		—		370		—
Total	$	92	$	491	$	—	$	263	$	505	$	—	$	937	$	502	$	—
Liabilities
Other current liabilities
Interest rate swaps(a)	$	—	$	5	$	—	$	—	$	7	$	—	$	—	$	—	$	—
Other noncurrent liabilities
Interest rate swaps(a)	—		65		—		—		69		—		—		54		—
Total	$	—	$	70	$	—	$	—	$	76	$	—	$	—	$	54	$	—

(a) There was one interest rate swap designated as an accounting hedge at April 28, 2012 and January 28, 2012, and none at April 30, 2011. See Note 7 for additional information on interest rate swaps.

(b) Company-owned life insurance investments consist of equity index funds and fixed income assets. Amounts are presented net of loans that are secured by some of these policies of $677 million at April 28, 2012, $669 million at January 28, 2012 and $648 million at April 30, 2011.

Financial Instruments Not Measured at Fair Value

Financial Instruments Not Measured at Fair Value	April 28, 2012				January 28, 2012				April 30, 2011
	Carrying		Fair		Carrying		Fair		Carrying		Fair
(millions)	Amount		Value		Amount		Value		Amount		Value
Financial assets
Other current assets
Marketable securities(a)	$	43	$	43	$	35	$	35	$	24	$	24
Other noncurrent assets
Marketable securities(a)	2		2		6		6		2		2
Total	$	45	$	45	$	41	$	41	$	26	$	26
Financial liabilities
Total debt(b)	$	15,630	$	18,057	$	15,680	$	18,142	$	15,251	$	16,859
Total	$	15,630	$	18,057	$	15,680	$	18,142	$	15,251	$	16,859

(a)  Held-to-maturity investments that are held to satisfy the regulatory requirements of Target Bank and Target National Bank.

(b) Represents the sum of nonrecourse debt collateralized by credit card receivables and unsecured debt and other borrowings excluding unamortized swap valuation adjustments and capital lease obligations.

XML

Notes Payable and Long-Term Debt (Details) (Commercial paper., USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012
Commercial paper.
Short-term financing
Maximum daily amount outstanding during the period	$ 605
Average daily amount outstanding during the period	162
Amount outstanding at period-end	$ 450
Weighted average interest rate (as a percent)	0.15%

XML

Notes Payable and Long-Term Debt (Tables)

3 Months Ended

Apr. 28, 2012

Notes Payable and Long-Term Debt

Commercial Paper Program

Commercial Paper	Three Months Ended
	April 28,		April 30,
(millions)	2012		2011
Maximum daily amount outstanding during the period	$	605	$	—
Average daily amount outstanding during the period	162		—
Amount outstanding at period-end	450		—
Weighted average interest rate	0.15%		—

XML

Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Operating activities
Net earnings	$ 697	$ 689
Reconciliation to cash flow
Depreciation and amortization	529	512
Share-based compensation expense	25	21
Deferred income taxes	7	100
Bad debt expense	52	12
Non-cash (gains)/losses and other, net	2	19
Changes in operating accounts:
Accounts receivable originated at Target	142	149
Inventory	248	(99)
Other current assets	88	84
Other noncurrent assets	(3)	14
Accounts payable	(566)	(330)
Accrued and other current liabilities	28	(103)
Other noncurrent liabilities	58	(16)
Cash flow provided by operations	1,307	1,052
Investing activities
Expenditures for property and equipment	(829)	(632)
Proceeds from disposal of property and equipment	1	1
Change in accounts receivable originated at third parties	185	271
Other investments	(16)	(10)
Cash flow required for investing activities	(659)	(370)
Financing activities
Additions to short-term debt	450
Additions to long-term debt	500
Reductions of long-term debt	(1,005)
Dividends paid	(201)	(174)
Repurchase of stock	(592)	(812)
Stock option exercises and related tax benefit	82	16
Other	(2)
Cash flow required for financing activities	(768)	(970)
Effect of exchange rate changes on cash and cash equivalents	1
Net decrease in cash and cash equivalents	(119)	(288)
Cash and cash equivalents at beginning of period	794	1,712
Cash and cash equivalents at end of period	$ 675	$ 1,424

XML

Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Net earnings	$ 697	$ 689
Other comprehensive income, net of tax
Pension and other benefit liabilities, net of taxes of $9 and $5	14	9
Currency translation adjustment and cash flow hedges, net of taxes of $17 and $1	26	2
Other comprehensive income	40	11
Comprehensive income	$ 737	$ 700

XML

Income Taxes

3 Months Ended

Apr. 28, 2012

Income Taxes

Income Taxes

8. Income Taxes

We file a U.S. federal income tax return and income tax returns in various states and foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations for years before 2011 and, with few exceptions, are no longer subject to state and local or non-U.S. income tax examinations by tax authorities for years before 2003.

At April 28, 2012, foreign net operating loss carryforwards of approximately $255 million (resulting in a $66 million deferred tax asset) are available to offset future income. These carryforwards expire in 2032 and are expected to be fully utilized prior to expiration.

It is reasonably possible that the amount of our unrecognized tax benefits will significantly 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.

XML

Document and Entity Information	3 Months Ended
	Apr. 28, 2012	May 18, 2012
Document and Entity Information
Entity Registrant Name	TARGET CORP
Entity Central Index Key	0000027419
Document Type	10-Q
Document Period End Date	Apr. 28, 2012
Amendment Flag	false
Current Fiscal Year End Date	--02-02
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		661,205,822
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1

XML

Share Repurchase

3 Months Ended

Apr. 28, 2012

Share Repurchase

Share Repurchase

9. 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. During the first quarter of 2012, we completed a $10 billion share repurchase program that was authorized by our Board of Directors in November 2007.

Share Repurchases	Three Months Ended
	April 28,		April 30,
(millions, except per share data)	2012		2011
Total number of shares purchased	10.5		15.4
Average price paid per share	$	57.31	$	53.32
Total investment	$	604	$	819

Of the shares reacquired, a portion was delivered upon settlement of prepaid forward contracts as follows:

Settlment of Prepaid Forward Contracts(a)	Three Months Ended
	April 28,		April 30,
(millions)	2012		2011
Total number of shares purchased	0.2		0.1
Total cash investment	$	12	$	7
Aggregate market value(b)	$	12	$	7

(a) These contracts are among the investment vehicles used to reduce our economic exposure related to our nonqualified deferred compensation plans. The details of our positions in prepaid forward contracts have been provided in Note 10.

(b)  At their respective settlement dates.

XML

Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012	Apr. 30, 2011
Consolidated Statements of Comprehensive Income
Pension and other benefit liability adjustments, taxes	$ 9	$ 5
Currency translation adjustment and cash flow hedges, taxes	$ 17	$ 1

XML

Fair Value Measurements

3 Months Ended

Apr. 28, 2012

Fair Value Measurements

Fair Value Measurements

3. Fair Value Measurements

Fair value measurements are categorized into 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 available at the measurement date, 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 April 28, 2012						Fair Value at January 28, 2012						Fair Value at April 30, 2011
(millions)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents
Short-term investments	$	18	$	—	$	—	$	194	$	—	$	—	$	872	$	—	$	—
Other current assets
Interest rate swaps(a)	—		15		—		—		20		—		—		—		—
Prepaid forward contracts	74		—		—		69		—		—		65		—		—
Other noncurrent assets
Interest rate swaps(a)	—		104		—		—		114		—		—		132		—
Company-owned life
insurance investments(b)	—		372		—		—		371		—		—		370		—
Total	$	92	$	491	$	—	$	263	$	505	$	—	$	937	$	502	$	—
Liabilities
Other current liabilities
Interest rate swaps(a)	$	—	$	5	$	—	$	—	$	7	$	—	$	—	$	—	$	—
Other noncurrent liabilities
Interest rate swaps(a)	—		65		—		—		69		—		—		54		—
Total	$	—	$	70	$	—	$	—	$	76	$	—	$	—	$	54	$	—

(a) There was one interest rate swap designated as an accounting hedge at April 28, 2012 and January 28, 2012, and none at April 30, 2011. See Note 7 for additional information on interest rate swaps.

(b) Company-owned life insurance investments consist of equity index funds and fixed income assets. Amounts are presented net of loans that are secured by some of these policies of $677 million at April 28, 2012, $669 million at January 28, 2012 and $648 million at April 30, 2011.

Position	Valuation Technique
Short-term investments	Cash equivalents approximate 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). Model inputs are changed only when corroborated by market data. A credit risk adjustment is made on each swap using observable market credit spreads.
Company-owned life insurance investments	Includes investments in separate accounts that are valued based on market rates credited by the insurer.

The following table presents the carrying amounts and estimated fair values of financial instruments not measured at fair value in the Consolidated Statements of Financial Position. The fair value of marketable securities is determined using available market prices at the reporting date and would be classified in Level 1. 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 in Level 2.

Financial Instruments Not Measured at Fair Value	April 28, 2012				January 28, 2012				April 30, 2011
	Carrying		Fair		Carrying		Fair		Carrying		Fair
(millions)	Amount		Value		Amount		Value		Amount		Value
Financial assets
Other current assets
Marketable securities(a)	$	43	$	43	$	35	$	35	$	24	$	24
Other noncurrent assets
Marketable securities(a)	2		2		6		6		2		2
Total	$	45	$	45	$	41	$	41	$	26	$	26
Financial liabilities
Total debt(b)	$	15,630	$	18,057	$	15,680	$	18,142	$	15,251	$	16,859
Total	$	15,630	$	18,057	$	15,680	$	18,142	$	15,251	$	16,859

(a)  Held-to-maturity investments that are held to satisfy the regulatory requirements of Target Bank and Target National Bank.

(b) Represents the sum of nonrecourse debt collateralized by credit card receivables and unsecured debt and other borrowings excluding unamortized swap valuation adjustments and capital lease obligations.

Based on various inputs and assumptions, including discussions with third parties in the context of our intended sale, we believe the gross balance of our credit card receivables approximates fair value at April 28, 2012. The carrying amounts of accounts payable and certain accrued and other current liabilities also approximate fair value at April 28, 2012.

XML

Earnings Per Share

3 Months Ended

Apr. 28, 2012

Earnings Per Share

Earnings Per Share

2. Earnings Per Share

Basic earnings per share (EPS) is calculated as net earnings divided by the weighted average number of common shares outstanding during the period. Diluted EPS includes the potentially dilutive impact of share-based awards outstanding at period end, consisting of the incremental shares assumed to be issued upon the exercise of stock options and the incremental shares assumed to be issued under performance share and restricted stock unit arrangements.

Earnings Per Share	Three Months Ended
	April 28,		April 30,
(millions, except per share data)	2012		2011
Net earnings	$	697	$	689
Basic weighted average common shares outstanding	666		693
Dilutive impact of share-based awards(a)	6		4
Dilutive weighted average common shares outstanding	672		697
Basic earnings per share	$	1.05	$	0.99
Dilutive earnings per share	$	1.04	$	0.99

(a) Excludes 12 million and 15 million share-based awards for the three months ended April 28, 2012 and April 30, 2011, respectively, because their effects were antidilutive.

XML

Credit Card Receivables (Tables)

3 Months Ended

Apr. 28, 2012

Credit Card Receivables

Age of Credit Card Receivables

Age of Credit Card Receivables	April 28, 2012				January 28, 2012				April 30, 2011
			Percent of				Percent of				Percent of
(millions)	Amount		Receivables		Amount		Receivables		Amount		Receivables
Current	$	5,488	92.4	%	$	5,791	91.1	%	$	5,749	91.5	%
1-29 days past due	221		3.7		260		4.1		227		3.6
30-59 days past due	74		1.2		97		1.5		100		1.6
60-89 days past due	45		0.8		62		1.0		59		0.9
90+ days past due	115		1.9		147		2.3		151		2.4
Period-end gross credit card receivables	$	5,943	100	%	$	6,357	100	%	$	6,286	100	%

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts	Three Months Ended
	April 28,			April 30,
(millions)	2012			2011
Allowance at beginning of period	$	430		$	690
Bad debt expense	52			12
Write-offs(a)	(127		)	(184		)
Recoveries(a)	40			47
Allowance at end of period	$	395		$	565

(a) Write-offs include the principal amount of losses (excluding accrued and unpaid finance charges), and recoveries include current period collections on previously written-off balances. These amounts combined represent net write-offs.

Receivables Credit Quality

Receivables Credit Quality	April 28, 2012				January 28, 2012				April 30, 2011
			Percent of				Percent of				Percent of
(millions)	Amount		Receivables		Amount		Receivables		Amount		Receivables
Nondelinquent accounts
FICO score of 700 or above	$	2,810	47.3	%	$	2,882	45.4	%	$	2,771	44.1	%
FICO score of 600 to 699	2,329		39.2		2,463		38.7		2,503		39.8
FICO score below 600	570		9.6		706		11.1		702		11.2
Total nondelinquent accounts	5,709		96.1		6,051		95.2		5,976		95.1
Delinquent accounts (30+ days past due)	234		3.9		306		4.8		310		4.9
Period-end gross credit card receivables	$	5,943	100	%	$	6,357	100	%	$	6,286	100	%

Troubled Debt Restructurings

Troubled Debt Restructurings	Three Months Ended
	April 28,		April 30,
(dollars in millions, contracts in thousands)	2012		2011
Average receivables	$	257	$	376
Finance charges	$	4	$	6
Troubled Debt Restructurings Defaulted During the Period(a)
Number of contracts	3		7
Amount defaulted(b)	$	9	$	24

(a) Includes loans modified within the twelve months prior to each respective period end.

(b) Represents account balance at the time of default. We define default as not paying the full fixed payment amount for two consecutive billing cycles.

Information of Securitized Borrowings

Securitized Borrowings	April 28, 2012				January 28, 2012				April 30, 2011
(millions)	Debt Balance		Collateral		Debt Balance		Collateral		Debt Balance		Collateral
2008 Series	$	—	$	—	$	—	$	—	$	2,965	$	3,061
2006/2007 Series	1,500		1,899		1,000		1,266		1,000		1,266
Total	$	1,500	$	1,899	$	1,000	$	1,266	$	3,965	$	4,327

XML

Pension, Postretirement Health Care and Other Benefits

3 Months Ended

Apr. 28, 2012

Pension, Postretirement Health Care and Other Benefits

Pension, Postretirement Health Care and Other Benefits

10. Pension, Postretirement Health Care and Other Benefits

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

Net Pension and Postretirement	Pension Benefits						Postretirement Health Care Benefits
Health Care Benefits Expense	Three Months Ended						Three Months Ended
	April 28,			April 30,			April 28,			April 30,
(millions)	2012			2011			2012			2011
Service cost benefits earned during the period	$	30		$	29		$	2		$	2
Interest cost on projected benefit obligation	36			34			2			1
Expected return on assets	(55		)	(51		)	—			—
Amortization of losses	25			16			1			1
Amortization of prior service cost	—			(1		)	(3		)	(2		)
Total	$	36		$	27		$	2		$	2

We are not required to make any contributions in 2012. However, depending on investment performance and plan funded status, we may elect to make a contribution.

Our unfunded, nonqualified deferred compensation plan is offered to approximately 3,500 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 members of our management executive committee, in part to recognize the risks inherent to their participation in a plan of this nature. We also maintain a nonqualified, unfunded deferred compensation plan that was frozen during 1996, covering substantially fewer than 100 participants, most of whom are retired. 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.

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 and $(7) million during the three months ended April 28, 2012 and April 30, 2011, respectively. For the three months ended April 28, 2012 and April 30, 2011, we invested $7 million and $16 million, respectively, 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 9. The settlement dates of these instruments are regularly renegotiated with the counterparty.

Prepaid Forward Contracts on Target Common Stock		Contractual
	Number of	Price Paid		Contractual		Total Cash
(millions, except per share data)	Shares	per Share		Fair Value		Investment
April 30, 2011	1.3	$	45.12	$	65	$	60
January 28, 2012	1.4	44.21		69		61
April 28, 2012	1.3	45.56		74		58

XML

Notes Payable and Long-Term Debt

3 Months Ended

Apr. 28, 2012

Notes Payable and Long-Term Debt

Notes Payable and Long-Term Debt

6. Notes Payable and Long-Term Debt

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

Commercial Paper	Three Months Ended
	April 28,		April 30,
(millions)	2012		2011
Maximum daily amount outstanding during the period	$	605	$	—
Average daily amount outstanding during the period	162		—
Amount outstanding at period-end	450		—
Weighted average interest rate	0.15%		—

XML

Credit Card Receivables

3 Months Ended

Apr. 28, 2012

Credit Card Receivables

Credit Card Receivables

4. Credit Card Receivables

Credit card receivables are recorded net of an allowance for doubtful accounts and are our only significant class of financing receivables. Substantially all past-due accounts accrue finance charges until they are written off. Accounts are written off when they become 180 days past due.

Age of Credit Card Receivables	April 28, 2012				January 28, 2012				April 30, 2011
			Percent of				Percent of				Percent of
(millions)	Amount		Receivables		Amount		Receivables		Amount		Receivables
Current	$	5,488	92.4	%	$	5,791	91.1	%	$	5,749	91.5	%
1-29 days past due	221		3.7		260		4.1		227		3.6
30-59 days past due	74		1.2		97		1.5		100		1.6
60-89 days past due	45		0.8		62		1.0		59		0.9
90+ days past due	115		1.9		147		2.3		151		2.4
Period-end gross credit card receivables	$	5,943	100	%	$	6,357	100	%	$	6,286	100	%

Allowance for Doubtful Accounts

The allowance for doubtful accounts is recognized in an amount equal to the anticipated future write-offs of existing receivables and includes provisions for uncollectible finance charges and other credit-related fees. We estimate future write-offs on the entire credit card portfolio collectively based on historical experience of delinquencies, risk scores, aging trends and industry risk trends.

Allowance for Doubtful Accounts	Three Months Ended
	April 28,			April 30,
(millions)	2012			2011
Allowance at beginning of period	$	430		$	690
Bad debt expense	52			12
Write-offs(a)	(127		)	(184		)
Recoveries(a)	40			47
Allowance at end of period	$	395		$	565

(a) Write-offs include the principal amount of losses (excluding accrued and unpaid finance charges), and recoveries include current period collections on previously written-off balances. These amounts combined represent net write-offs.

Deterioration of the macroeconomic conditions in the United States could adversely affect the risk profile of our credit card receivables portfolio based on credit card holders’ ability to pay their balances. If such deterioration were to occur, it could lead to an increase in bad debt expense. We monitor both the credit quality and the delinquency status of the credit card receivables portfolio. We consider accounts 30 or more days past due as delinquent, and we update delinquency status daily. We also monitor risk in the portfolio by assigning internally generated scores to each account and by obtaining current FICO scores, a nationally recognized credit scoring model, for a statistically representative sample of accounts each month. The credit-quality segmentation presented below is consistent with the approach used in determining our allowance for doubtful accounts.

Receivables Credit Quality	April 28, 2012				January 28, 2012				April 30, 2011
			Percent of				Percent of				Percent of
(millions)	Amount		Receivables		Amount		Receivables		Amount		Receivables
Nondelinquent accounts
FICO score of 700 or above	$	2,810	47.3	%	$	2,882	45.4	%	$	2,771	44.1	%
FICO score of 600 to 699	2,329		39.2		2,463		38.7		2,503		39.8
FICO score below 600	570		9.6		706		11.1		702		11.2
Total nondelinquent accounts	5,709		96.1		6,051		95.2		5,976		95.1
Delinquent accounts (30+ days past due)	234		3.9		306		4.8		310		4.9
Period-end gross credit card receivables	$	5,943	100	%	$	6,357	100	%	$	6,286	100	%

Under certain circumstances, we offer cardholder payment plans that meet the accounting definition of a troubled debt restructuring (TDR). These plans modify finance charges, minimum payments and/or extend payment terms. Modified terms do not change the balance of the loan. These concessions are made on an individual cardholder basis for economic or legal reasons specific to each individual cardholder’s circumstances. Cardholders are not allowed additional charges while participating in a payment plan.

Troubled Debt Restructurings	Three Months Ended
	April 28,		April 30,
(dollars in millions, contracts in thousands)	2012		2011
Average receivables	$	257	$	376
Finance charges	$	4	$	6
Troubled Debt Restructurings Defaulted During the Period(a)
Number of contracts	3		7
Amount defaulted(b)	$	9	$	24

(a) Includes loans modified within the twelve months prior to each respective period end.

(b) Represents account balance at the time of default. We define default as not paying the full fixed payment amount for two consecutive billing cycles.

Receivables in cardholder payment plans that meet the definition of a TDR are treated consistently with other receivables in determining our allowance for doubtful accounts. Accounts that complete their assigned payment plan are no longer considered TDRs. As of April 28, 2012 and April 30, 2011 there were 109 thousand and 141 thousand modified contracts with outstanding receivables of $247 million and $365 million, respectively. Payments received on troubled debt restructurings are first applied to finance charges and fees, then to the unpaid principal balance.

Funding for Credit Card Receivables

As a method of providing funding for our credit card receivables, we sell, on an ongoing basis, all of our consumer credit card receivables to Target Receivables LLC (TR LLC), a wholly owned, bankruptcy remote subsidiary. TR LLC then transfers the receivables to the Target Credit Card Master Trust (the Trust), which from time to time will sell debt securities to third parties, either directly or through a related trust. These debt securities represent undivided interests in the Trust assets. TR LLC uses the proceeds from the sale of debt securities and its share of collections on the receivables to pay the purchase price of the receivables to the Corporation.

We consolidate the receivables within the Trust and any debt securities issued by the Trust, or a related trust, in our Consolidated Statements of Financial Position. The receivables transferred to the Trust are not available to general creditors of the Corporation.

All interests in our Credit Card Receivables issued by the Trust are accounted for as secured borrowings. Interest and principal payments are satisfied provided the cash flows from the Trust assets are sufficient and are nonrecourse to the general assets of the Corporation. If the cash flows are less than the periodic interest, the available amount, if any, is paid with respect to interest. Interest shortfalls will be paid to the extent subsequent cash flows from the assets in the Trust are sufficient. Future principal payments will be made from the third party’s pro rata share of cash flows from the Trust assets.

Securitized Borrowings	April 28, 2012				January 28, 2012				April 30, 2011
(millions)	Debt Balance		Collateral		Debt Balance		Collateral		Debt Balance		Collateral
2008 Series	$	—	$	—	$	—	$	—	$	2,965	$	3,061
2006/2007 Series	1,500		1,899		1,000		1,266		1,000		1,266
Total	$	1,500	$	1,899	$	1,000	$	1,266	$	3,965	$	4,327

In March 2012 we amended the 2006/2007 Series Variable Funding Certificate to obtain additional funding of $500 million and to extend the maturity to 2013. Parties who hold the Variable Funding Certificate receive interest at a variable short-term market rate.

XML

Commitments and Contingencies

3 Months Ended

Apr. 28, 2012

Commitments and Contingencies

Commitments and Contingencies

5. Commitments and Contingencies

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

XML

Derivative Financial Instruments

3 Months Ended

Apr. 28, 2012

Derivative Financial Instruments

Derivative Financial Instruments

7. Derivative Financial Instruments

Historically our derivative instruments have primarily consisted of interest rate swaps, which are used to mitigate interest rate risk. We have counterparty credit risk with large global financial institutions resulting from our derivative instruments. We monitor this concentration of counterparty credit risk on an ongoing basis. See Note 3 for a description of the fair value measurement of our derivative instruments.

As of April 28, 2012, one swap was designated as a fair value hedge for accounting purposes, and no ineffectiveness was recognized during the three months ended April 28, 2012. There were no derivative instruments designated as accounting hedges as of April 30, 2011.

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

Derivative Contracts - Effect on Consolidated Results of Operations		Three Months Ended
(millions)		April 28,		April 30,
Type of Contract	Classification of Income/(Expense)	2012		2011
Interest rate swaps	Net interest expense	$	10	$	11

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 $102 million, $111 million and $142 million, at April 28, 2012, January 28, 2012 and April 30, 2011, respectively.

XML

Credit Card Receivables (Details 3) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Apr. 28, 2012 M contract D cycle	Apr. 30, 2011 contract cycle M	Jan. 28, 2012
Credit Card Receivables
Policy for when credit card receivables are considered as delinquent (in days)	30
Accounts, Notes, Loans and Financing Receivable
Total nondelinquent accounts (Current and 1-29 days past due)	$ 5,709	$ 5,976	$ 6,051
Delinquent accounts (30+ days past due)	234	310	306
Period-end gross credit card receivables	5,943	6,286	6,357
Total nondelinquent accounts (Current and 1-29 days past due)(as a percent)	96.10%	95.10%	95.20%
Delinquent accounts (30+ days past due)(as a percent)	3.90%	4.90%	4.80%
Period-end gross credit card receivables (as a percent)	100.00%	100.00%	100.00%
Troubled Debt Restructurings
Average receivables	257	376
Finance charges	4	6
Troubled Debt Restructuring Defaulted
Number of contracts	3,000	7,000
Amount defaulted	9	24
Modification of loan, period (in months)	12	12
Number of consecutive billing cycles that occur before a full fixed payment is defined as a default	2	2
Number of contracts	109,000	141,000
Modified contracts with outstanding receivables	247	365
FICO score of 700 or above
Accounts, Notes, Loans and Financing Receivable
Total nondelinquent accounts (Current and 1-29 days past due)	2,810	2,771	2,882
Total nondelinquent accounts (Current and 1-29 days past due)(as a percent)	47.30%	44.10%	45.40%
FICO score of 600 to 699
Accounts, Notes, Loans and Financing Receivable
Total nondelinquent accounts (Current and 1-29 days past due)	2,329	2,503	2,463
Total nondelinquent accounts (Current and 1-29 days past due)(as a percent)	39.20%	39.80%	38.70%
FICO score below 600
Accounts, Notes, Loans and Financing Receivable
Total nondelinquent accounts (Current and 1-29 days past due)	$ 570	$ 702	$ 706
Total nondelinquent accounts (Current and 1-29 days past due)(as a percent)	9.60%	11.20%	11.10%

XML

Earnings per Share (Tables)

3 Months Ended

Apr. 28, 2012

Earnings Per Share

Earnings Per Share

Earnings Per Share	Three Months Ended
	April 28,		April 30,
(millions, except per share data)	2012		2011
Net earnings	$	697	$	689
Basic weighted average common shares outstanding	666		693
Dilutive impact of share-based awards(a)	6		4
Dilutive weighted average common shares outstanding	672		697
Basic earnings per share	$	1.05	$	0.99
Dilutive earnings per share	$	1.04	$	0.99

(a) Excludes 12 million and 15 million share-based awards for the three months ended April 28, 2012 and April 30, 2011, respectively, because their effects were antidilutive.

XML

Share Repurchase (Tables)

3 Months Ended

Apr. 28, 2012

Share Repurchase

Share repurchases through open market transactions

Share Repurchases	Three Months Ended
	April 28,		April 30,
(millions, except per share data)	2012		2011
Total number of shares purchased	10.5		15.4
Average price paid per share	$	57.31	$	53.32
Total investment	$	604	$	819

Summary of shares reacquired upon settlement of prepaid forward contracts

Settlment of Prepaid Forward Contracts(a)	Three Months Ended
	April 28,		April 30,
(millions)	2012		2011
Total number of shares purchased	0.2		0.1
Total cash investment	$	12	$	7
Aggregate market value(b)	$	12	$	7

(a) These contracts are among the investment vehicles used to reduce our economic exposure related to our nonqualified deferred compensation plans. The details of our positions in prepaid forward contracts have been provided in Note 10.

(b)  At their respective settlement dates.

XML

Pension, Postretirement Health Care and Other Benefits (Details2) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		12 Months Ended
	Apr. 28, 2012	Apr. 30, 2011	Jan. 28, 2012
Pension, Postretirement Health Care and Other Benefits
Nonqualified unfunded deferred compensation plan for members whose participation in 401(k) plan is limited, number of employees (in number of individuals)	3,500
Unfunded nonqualified deferred compensation plan for members whose participation in 401(k) plan is limited, percent credited to accounts of active participants	2.00%
Nonqualified unfunded deferred compensation plan frozen in 1996, number of current active and retired participants (in number of individuals)	100
Nonqualified unfunded deferred compensation plan frozen in 1996, additional rate of return above market levels (as a percent)	6.00%
Maximum
Prepaid Forward Contracts on Target Common Stock
Nonqualified unfunded deferred compensation plan frozen in 1996, rate of return (as a percent	20.00%
Minimum
Prepaid Forward Contracts on Target Common Stock
Nonqualified unfunded deferred compensation plan frozen in 1996, rate of return (as a percent	12.00%
Prepaid forward contracts
Prepaid Forward Contracts on Target Common Stock
Change in fair value for contracts indexed to Target common stock, recognized in earnings, pretax	$ 11	$ (7)
Investments in contracts indexed to Target common stock	7	16
Number of Shares	1.3	1.3	1.4
Contractual Price Paid per Share (in dollars per share)	$ 45.56	$ 45.12	$ 44.21
Contractual Fair Value	74	65	69
Total Cash Investment	$ 58	$ 60	$ 61

XML

Consolidated Statements of Financial Position (USD $) In Millions, unless otherwise specified	Apr. 28, 2012	Jan. 28, 2012	Apr. 30, 2011
Assets
Cash and cash equivalents, including short-term investments of $18, $194 and $872	$ 675	$ 794	$ 1,424
Credit card receivables, net of allowance of $395, $430 and $565	5,548	5,927	5,721
Inventory	7,670	7,918	7,696
Other current assets	1,698	1,810	1,527
Total current assets	15,591	16,449	16,368
Property and equipment
Land	6,136	6,122	5,989
Buildings and improvements	27,037	26,837	23,197
Fixtures and equipment	4,979	5,141	4,691
Computer hardware and software	2,275	2,468	2,270
Construction-in-progress	1,232	963	837
Accumulated depreciation	(12,151)	(12,382)	(11,336)
Property and equipment, net	29,508	29,149	25,648
Other noncurrent assets	1,076	1,032	980
Total assets	46,175	46,630	42,996
Liabilities and shareholders' investment
Accounts payable	6,292	6,857	6,296
Accrued and other current liabilities	3,671	3,644	3,229
Unsecured debt and other borrowings	2,483	3,036	1,124
Nonrecourse debt collateralized by credit card receivables		750	189
Total current liabilities	12,446	14,287	10,838
Unsecured debt and other borrowings	13,467	13,447	10,640
Nonrecourse debt collateralized by credit card receivables	1,500	250	3,776
Deferred income taxes	1,209	1,191	916
Other noncurrent liabilities	1,690	1,634	1,596
Total noncurrent liabilities	17,866	16,522	16,928
Shareholders' investment
Common stock	55	56	57
Additional paid-in capital	3,595	3,487	3,345
Retained earnings	12,854	12,959	12,398
Accumulated other comprehensive loss
Pension and other benefit liabilities	(610)	(624)	(532)
Currency translation adjustment and cash flow hedges	(31)	(57)	(38)
Total shareholders' investment	15,863	15,821	15,230
Total liabilities and shareholders' investment	$ 46,175	$ 46,630	$ 42,996
Common shares outstanding	661	669	689

XML

Accounting Policies

3 Months Ended

Apr. 28, 2012

Accounting Policies

Accounting Policies

1. Accounting Policies

The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statement disclosures contained in the 2011 Form 10-K for Target Corporation (Target or the Corporation). The same accounting policies are followed in preparing quarterly financial data as are followed in preparing annual data. See the notes in our Form 10-K for the fiscal year ended January 28, 2012, for those policies. In the opinion of management, all adjustments necessary for a fair presentation of quarterly operating results are reflected herein and are of a normal, recurring nature.

Due to the seasonal nature of our business, quarterly revenues, expenses, earnings and cash flows are not necessarily indicative of the results that may be expected for the full year.

XML

Pension, Postretirement Health Care and Other Benefits (Tables)

3 Months Ended

Apr. 28, 2012

Pension, Postretirement Health Care and Other Benefits

Net Pension and Postretirement Health Care Benefits Expense

Net Pension and Postretirement	Pension Benefits						Postretirement Health Care Benefits
Health Care Benefits Expense	Three Months Ended						Three Months Ended
	April 28,			April 30,			April 28,			April 30,
(millions)	2012			2011			2012			2011
Service cost benefits earned during the period	$	30		$	29		$	2		$	2
Interest cost on projected benefit obligation	36			34			2			1
Expected return on assets	(55		)	(51		)	—			—
Amortization of losses	25			16			1			1
Amortization of prior service cost	—			(1		)	(3		)	(2		)
Total	$	36		$	27		$	2		$	2

Prepaid Forward Contracts on Target Common Stock

Prepaid Forward Contracts on Target Common Stock		Contractual
	Number of	Price Paid		Contractual		Total Cash
(millions, except per share data)	Shares	per Share		Fair Value		Investment
April 30, 2011	1.3	$	45.12	$	65	$	60
January 28, 2012	1.4	44.21		69		61
April 28, 2012	1.3	45.56		74		58

XML

Income Taxes (Details) (USD $) In Millions, unless otherwise specified	Apr. 28, 2012
Income Taxes
Foreign net operating loss carryforwards	$ 255
Deferred tax asset	$ 66

XML

Segment Reporting

12 Months Ended

Jan. 28, 2012

Segment Reporting

Segment Reporting

11. Segment Reporting

Our segment measure of profit is used by management to evaluate the return on our investment and to make operating decisions.

Business Segment Results	Three Months Ended April 28, 2012									Three Months Ended April 30, 2011
			U.S.									U.S.
	U.S.		Credit							U.S.		Credit
(millions)	Retail		Card		Canadian			Total		Retail		Card		Canadian			Total
Sales/Credit card revenues	$	16,537	$	330	$	—		$	16,867	$	15,580	$	355	$	—		$	15,935
Cost of sales	11,541		—		—			11,541		10,838		—		—			10,838
Bad debt expense(a)	—		52		—			52		—		12		—			12
Selling, general and administrative/ Operations and marketing	3,293		133		34			3,460		3,173		125		11			3,309
expenses(a), (b)
Depreciation and amortization	504		4		21			529		507		5		—			512
Earnings/(loss) before interest expense and income taxes	1,199		141		(55		)	1,285		1,062		213		(11		)	1,264
Interest expense on nonrecourse debt collateralized by credit card receivables(c)	—		2		—			2		—		19		—			19
Segment profit/(loss)	$	1,199	$	139	$	(55	)	$	1,283	$	1,062	$	194	$	(11	)	$	1,245
Unallocated (income) and expenses:
Other net interest expense(c)								182									164
Earnings before income taxes								$	1,101								$	1,081

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

(a) The combination of bad debt expense and operations and marketing expenses, less amounts the U.S. Retail Segment charges the U.S. Credit Card Segment for loyalty programs, within the U.S. Credit Card Segment represent credit card expenses on the Consolidated Statements of Operations.

(b) Loyalty program charges were $65 million and $49 million for the three months ended April 28, 2012 and April 30, 2011, respectively. In all periods, these amounts were recorded as reductions to SG&A expenses within the U.S. Retail Segment and increases to operations and marketing expenses within the U.S. Credit Card Segment.

(c) The combination of interest expense on nonrecourse debt collateralized by credit card receivables and other net interest expense represent net interest expense on the Consolidated Statements of Operations.

Total Assets by Segment	April 28,		January 28,		April 30,
(millions)	2012		2012		2011
U.S. Retail	$	36,841	$	37,108	$	37,032
U.S. Credit Card	5,756		6,135		5,934
Canadian	3,578		3,387		30
Total	$	46,175	$	46,630	$	42,996