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) October 26, 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)	(I.R.S. Employer Identification No.)

1000 Nicollet Mall, Minneapolis, Minnesota 55403

(Address of principal executive offices, including zip code)

(612) 304-6073

(Registrant’s telephone number, including area code)

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:

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

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

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

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

Item 8.01Other Events

As a result of its adoption in the second fiscal quarter of 2004 of definitive plans for the disposition of its Marshall Field’s and Mervyn’s business units, Target Corporation (the Company) was required to report the financial results of those two segments as discontinued operations for all periods after its first quarter ended May 1, 2004.

In addition, the Company elected to adopt the provisions of Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS No. 123R) under the modified retrospective transition method for the year ended January 29, 2005.  SFAS No. 123R eliminates accounting for share-based compensation transactions using the intrinsic value method prescribed in APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and requires instead that such transactions be accounted for using a fair-value-based method.  Accordingly, all prior period financial statements have been restated to recognize compensation cost in the amounts previously reported in the Notes to the Consolidated Financial Statements under the provisions of SFAS No. 123, “Accounting for Stock-based Compensation.”

To provide historical perspective for comparative purposes, the Company is providing certain financial statements from the following previously filed Form 10-Qs to present results from continuing operations only and to recognize compensation cost under the provisions of SFAS No. 123R: Form 10-Q for the quarterly period ended May 4, 2002, Form 10-Q for the quarterly period ended August 3, 2002 and Form 10-Q for the quarterly period ended November 2, 2002.  Additionally, certain financial statements from the Company’s Form 10-K for the fiscal year ending February 1, 2003 are also included.

Item 9.01Financial Statements and Exhibits

(c)	Exhibits
	(99)A.	Consolidated Results of Operations for the Three Months ended May 4, 2002, August 3, 2002, November 2, 2002 and February 1, 2003 and for the Year ended February 1, 2003.
	(99)B.	Consolidated Statements of Financial Position at May 4, 2002, August 3, 2002, November 2, 2002 and February 1, 2003.
	(99)C.	Credit Card Contribution from Continuing Operations for the Three Months ended May 4, 2002, August 3, 2002, November 2, 2002 and February 1, 2003 and for the Year ended February 1, 2003.

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:  October 26, 2005	/s/ Douglas A. Scovanner
	Douglas A. Scovanner
	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description	Method of Filing
(99)A.	Consolidated Results of Operations for the Three Months ended May 4, 2002, August 3, 2002, November 2, 2002 and February 1, 2003 and for the Year ended February 1, 2003.	Filed Electronically
(99)B.	Consolidated Statements of Financial Position at May 4, 2002, August 3, 2002, November 2, 2002 and February 1, 2003.	Filed Electronically
(99)C.	Credit Card Contribution from Continuing Operations for the Three Months ended May 4, 2002, August 3, 2002, November 2, 2002 and February 1, 2003 and for the Year ended February 1, 2003.	Filed Electronically

EX-99.A

Exhibit 99(A)

CONSOLIDATED RESULTS OF OPERATIONS

	Three Months Ended												Year Ended
(Millions, except per share data)	May 4 2002		,	August 3 2002		,	November 2 2002		,	February 1 2003		,	February 1 2003		,
	(unaudited)
Sales	$	7,927		$	8,390		$	8,364		$	11,838		$	36,519
Net credit revenues	180			202			236			273			891
Total revenues	8,107			8,592			8,600			12,111			37,410
Cost of sales	5,478			5,801			5,820			8,399			25,498
Selling, general and administrative expense	1,678			1,794			1,879			2,154			7,505
Credit expense	131			142			165			191			629
Depreciation and amortization	229			237			247			254			967
Earnings from continuing operations before interest expense and income taxes	591			618			489			1,113			2,811
Interest expense	135			153			143			153			584
Earnings from continuing operations before income taxes	456			465			346			960			2,227
Provision for income taxes	173			179			132			367			851
Earnings from continuing operations	283			286			214			593			1,376
Earnings from discontinued operations, net of $33, $31, $34, $54 and $152 tax	54			50			56			87			247
Gain on disposal of discontinued operations	—			—			—			—			—
Net earnings	$	337		$	336		$	270		$	680		$	1,623
Basic earnings per share:
Continuing operations	$	0.31		$	0.32		$	0.24		$	0.65		$	1.52
Discontinued operations	0.06			0.05			0.06			0.10			0.27
Gain on disposal of discontinued operations	—			—			—			—			—
Basic earnings per share	$	0.37		$	0.37		$	0.30		$	0.75		$	1.79
Diluted earnings per share:
Continuing operations	$	0.31		$	0.32		$	0.23		$	0.65		$	1.51
Discontinued operations	0.06			0.05			0.06			0.09			0.27
Gain on disposal of discontinued operations	—			—			—			—			—
Diluted earnings per share	$	0.37		$	0.37		$	0.29		$	0.74		$	1.78
Weighted average common shares outstanding:
Basic	906.4			907.9			908.5			909.3			908.0
Diluted	914.1			913.4			914.9			914.9			914.3

EX-99.B

Exhibit 99(B)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Millions) (unaudited)	May 4 2002		,	August 3 2002		,	November 2 2002		,	February 1 2003		,
ASSETS
Cash and cash equivalents	$	436		$	1,746		$	826		$	750
Accounts receivable, net	2,731			3,139			3,661			4,281
Inventory	3,640			3,681			4,558			3,952
Other current assets	1,122			996			1,028			749
Current assets of discontinued operations	2,271			2,163			2,406			2,212
Total current assets	10,200			11,725			12,479			11,944
Property and equipment, net	12,119			12,585			13,118			13,541
Other non-current assets	931			1,039			1,192			1,233
Noncurrent assets of discontinued operations	1,943			1,914			1,890			1,894
Total assets	$	25,193		$	27,263		$	28,679		$	28,612
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
Accounts payable	$	3,192		$	3,687		$	4,253		$	4,235
Current portion of long-term debt and notes payable	1,367			1,583			1,374			972
Other	1,447			1,676			1,466			1,503
Current liabilities of discontinued operations	839			845			1,031			813
Total current liabilities	6,845			7,791			8,124			7,523
Long-term debt	8,911			9,735			10,558			10,119
Deferred income taxes	263			263			263			442
Other non-current liabilities	738			741			758			774
Noncurrent liabilities of discontinued operations	201			170			170			257
Shareholders’ investment	8,235			8,563			8,806			9,497
Total liabilities and shareholders’ investment	$	25,193		$	27,263		$	28,679		$	28,612
Common shares outstanding	907.2			908.4			908.8			909.8

EX-99.C

Exhibit 99(C)

Target Corporation

(Millions)

(unaudited)

CREDIT CARD CONTRIBUTION OF CONTINUING OPERATIONS

	Three Months Ended
	May 4, 2002			August 3, 2002			November 2, 2002			February 1, 2003			Year Ended February 1, 2003
Revenues
Finance charges, late fees and other revenues	$	166		$	187		$	217		$	251		$	821
Merchant fees
Intracompany	11			11			11			16			49
Third-party	14			15			19			22			70
Total revenues	191			213			247			289			940
Expenses
Bad debt	76			90			102			123			391
Operations and marketing	55			52			63			68			238
Total expenses	131			142			165			191			629
Pre-tax credit card contribution	$	60		$	71		$	82		$	98		$	311
As a percent of total average receivables (annualized)	8.5		%	9.0		%	9.0		%	8.9		%	8.8		%

ALLOWANCE FOR DOUBTFUL ACCOUNTS

	Three Months Ended
	May 4, 2002			August 3, 2002			November 2, 2002			February 1, 2003
Allowance at beginning of period	$	180		$	221		$	260		$	289
Bad debt provision	76			90			102			123
Net write-offs	(35		)	(51		)	(73		)	(92		)
Allowance at end of period	$	221		$	260		$	289		$	320
As a percent of period-end receivables	7.5		%	7.6		%	7.3		%	7.0		%

SUPPLEMENTAL DATA

	May 4, 2002			August 3, 2002			November 2, 2002			February 1, 2003
Period-end receivables	$	2,952		$	3,399		$	3,950		$	4,601
Total past due as a percent of period-end receivables *	3.3		%	3.7		%	4.1		%	4.0		%

* Accounts with three or more payments past due.

	Three Months Ended
	May 4, 2002			August 3, 2002			November 2, 2002			February 1, 2003			Year Ended February 1, 2003
Total revenues as a percent of average receivables (annualized):	27.4		%	26.8		%	26.9		%	26.5		%	26.7		%
Net write-offs as a percent of average receivables (annualized):	5.0		%	6.5		%	7.9		%	8.4		%	7.1		%
Total average receivables	$	2,778		$	3,176		$	3,681		$	4,364		$	3,515