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Washington, D.C. 20549







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


Date of Report (date of earliest event reported): January 24, 2022


Target Corporation

(Exact name of registrant as specified in its charter)


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


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


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


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


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


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.0833 per share   TGT   New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).


Emerging growth company  ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






Item 9.01.Financial Statements and Exhibits


Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-254130) filed by Target Corporation with the Securities and Exchange Commission. On January 24, 2022, Target Corporation issued $1,000,000,000 aggregate principal amount of 1.950% Notes due 2027 (the “2027 Notes”) and $1,000,000,000 aggregate principal amount of 2.950% Notes due 2052 (together with the 2027 Notes, the “Notes”). This Current Report is being filed in connection with the offer and sale of the Notes and to file with the Securities and Exchange Commission the documents and instruments attached hereto as exhibits.




Exhibit No. Description Location
4.1 Form of 1.950% Notes due 2027 Filed herewith
4.2 Form of 2.950% Notes due 2052 Filed herewith
5.1 Opinion of Faegre Drinker Biddle & Reath LLP Filed herewith
23.1 Consent of Opinion of Faegre Drinker Biddle & Reath LLP (included as part of Exhibit 5.1)  
104 Cover Page Interactive Data File (formatted as Inline XBRL)  







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.


Date: January 24, 2022 By /s/ Don H. Liu
    Don H. Liu
    Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary