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):  January 17, 2008

 

TARGET CORPORATION

(Exact name of registrant as specified in its charter)

 

 

1000 Nicollet Mall, Minneapolis, Minnesota 55403

(Address of principal executive offices)  (Zip Code)

 

 

(612) 304-6073

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

        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 9.01.                                  Financial Statements and Exhibits

 

Exhibits are filed herewith in connection with the Registration Statement on Form S-3 (File No. 333-139870) filed by Target Corporation with the Securities and Exchange Commission.  On January 17, 2008, Target Corporation issued $500,000,000 aggregate principal amount of 5.125% Notes due 2013 (the “2013 Notes”), $1,250,000,000 aggregate principal amount of 6.000% Notes due 2018 (the “2018 Notes”) and $2,250,000,000 aggregate principal amount of 7.000% Notes due 2038 (the “2038 Notes” and, together with the 2013 Notes and 2018 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.

 

(d)                           Exhibits

 

  4.1                                 Form of 5.125% Notes due 2013.

 

  4.2                                 Form of 6.000% Notes due 2018.

 

  4.3                                 Form of 7.000% Notes due 2038.

 

  5.1                                 Opinion of Faegre & Benson LLP.

 

 

 

 

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, on January 17, 2008.

 

	TARGET CORPORATION
	By	/s/ Timothy R. Baer
		Timothy R. Baer
		Executive Vice President, General Counsel and
		Corporate Secretary

 

 

 

 

 

Index to Exhibits

 

Exhibit No.	Description	Method of Filing
4.1	Form of 5.125% Notes due 2013.	Electronic Transmission
4.2	Form of 6.000% Notes due 2018.	Electronic Transmission
4.3	Form of 7.000% Notes due 2038.	Electronic Transmission
5.1	Opinion of Faegre & Benson LLP.	Electronic Transmission