8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 3, 2005

Target Corporation

(Exact name of registrant as specified in its charter)

Minnesota	1-6049	41-0215170
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02       Results of Operations and Financial Condition

On February 3, 2005, Target Corporation (the “Corporation”) issued a News Release relating to its January sales results.  The News Release is attached hereto as Exhibit 99.1.  Comments regarding the Corporation’s sales results are provided periodically throughout the year on a recorded telephone message.  The message may be accessed by dialing (612) 761-6500.

Separately, the Corporation also issued a News Release discussing two accounting matters that are expected to impact the Corporation’s financial results in fiscal 2004.  This News Release is attached hereto as Exhibit 99.2

Forward-looking statements in the releases or on such recorded telephone messages should be considered in conjunction with the cautionary statements in Exhibit 99(C) to the Corporation’s 2003 Form 10-K.

Item 9.01       Financial Statements and Exhibits

(c)Exhibits

99.1	News Release dated February 3, 2005 relating to December sales results.
99.2	News Release dated February 3, 2005 relating to accounting matters.

SIGNATURES

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 hereunto duly authorized.

	TARGET CORPORATION
Date:  February 3, 2005	/s/ Douglas A. Scovanner
	Douglas A. Scovanner
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact:	Susan Kahn (investor)
		(612) 761-6735
		Cathy Wright (financial media)
		(847) 615-1538

TARGET CORPORATION JANUARY SALES FROM CONTINUING OPERATIONS
UP 13.6 PERCENT

MINNEAPOLIS, February 3, 2005 — Target Corporation today reported that its net retail sales from continuing operations (principally Target Stores) for the four weeks ended January 29, 2005 increased 13.6 percent to $3.126 billion from $2.751 billion for the four-week period ended January 31, 2004. On this same basis, comparable-store sales increased 9.4 percent from fiscal January 2004.

“Our sales for the month of January were above plan,” said Bob Ulrich, chairman and chief executive officer of Target Corporation.

Continuing Operations	Sales (millions)		Total Sales % Change	Comparable Stores % Change
				This Year	Last Year
January	$	3,126	13.6	9.4	5.8
Fourth Quarter	$	14,876	11.1	5.4	6.1
Year-to-date	$	45,682	11.6	5.3	4.4

A separate release discussing two accounting matters that are expected to impact Target Corporation financial results in fiscal 2004 was also issued today, February 3, 2005.

Forward-looking statements in this release should be read in conjunction with the cautionary statements in Exhibit (99)C to the company’s 2003 Form 10-K.

Target Corporation operates Target Stores, a chain of large, general merchandise discount stores consisting of 1,308 locations in 47 states, as well as an on-line business called Target.com.

Comments regarding the company’s sales results are available in a pre-recorded telephone message that may be accessed by calling 612-761-6500. Target Corporation news releases are available at www.target.com or www.prnewswire.com.

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EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE	Contacts: Susan Kahn (investor)
	(612) 761-6735
	Cathy Wright (financial media)
	(847) 615-1538

TARGET CORPORATION DISCUSSES TWO ACCOUNTING MATTERS

EXPECTED TO IMPACT FISCAL 2004 RESULTS

Adjustment to Method of Accounting for Certain Land Leases and
Early Adoption of FAS 123R - Revised Accounting for Stock-Based Compensation

MINNEAPOLIS, February 3, 2005 — Target Corporation today provided background information on two accounting matters which will reduce its earnings for the fourth quarter and full year 2004.  Financial results for these periods are expected to be released to the public before the market opens on February 17, 2005.

Accounting for Certain Land Leases

After consultation with its external auditors, Target Corporation will adjust its method of accounting for leases related to a specific category of owned store locations which are located on leased land. The effect will be a $65 million non-cash adjustment, primarily attributable to an increase in Target’s year-end straight-line rent accrual, which will increase the Company’s pre-tax occupancy costs for the fourth quarter and full year 2004 and will reduce earnings per share by approximately 4 cents. Of the $65 million pre-tax expense to be recorded in the fourth quarter of 2004, $10 million pre-tax, or less than 1 cent per share, is attributable to the current year and $55 million pre-tax, or approximately 4 cents per share, is related to prior periods. Prior years’ financial results will not be restated due to the immateriality of this issue to the results of operations and statement of financial position for the current year or any individual prior year. The adjustment will not affect historical or future cash flows or timing of payments under related leases.

For many years, Target has utilized a 39 year depreciable life for substantially all its store buildings, including its owned stores located on leased land. Separately, in these circumstances, Target used the original term of the land lease, which was often less than 39 years, for calculating its straight-line rent expense. This accounting adjustment results in Target using a time period for its straight-line rent expense calculation that equals or exceeds the time period used for depreciation.

—more—

Accounting for Stock-Based Compensation

Separately, Target Corporation has decided to early adopt, in the fourth quarter of 2004, SFAS 123R, which modifies SFAS 123, “Accounting for Stock-Based Compensation”. This revised accounting standard requires that all stock-based compensation, including grants of employee stock options, be accounted for using a fair-value-based method. The expected impact of the adoption of this accounting change on Target Corporation 2004 diluted earnings per share is a reduction of 2 to 3 cents, with the expense being incurred in approximately equal quarterly amounts throughout the year. The impact on fiscal 2005 diluted earnings per share is expected to be a similar reduction, resulting in an immaterial year-over-year differential.

In the first quarter of 2003, Target adopted SFAS 123 in accordance with the prospective transition method. Under this guidance, the fair-value-based method was applied prospectively to stock awards granted subsequent to February 1, 2003, the last day of our 2002 fiscal year.

Under the revised standard, Target is electing the modified retrospective transition method. As a result, all prior period financial statements are being restated to recognize compensation cost in the amounts previously reported in the pro forma footnote disclosures under the provisions of SFAS 123. Restatements will be included, as appropriate, in Target’s 2004 year-end earnings release and 2004 Form 10-K.

Other

Sales results for the corporation for the month of January 2005 are included in a separate release which was also issued today, February 3, 2005.

Forward-looking statements in this release should be read in conjunction with the cautionary statements in Exhibit (99)C to the company’s 2003 Form 10-K.

Target Corporation’s continuing operations include large, general merchandise discount stores, as well as an on-line business called Target.com. The company currently operates 1,308 Target stores in 47 states.

Target Corporation news releases are available at www.target.com or www.prnewswire.com.

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