Issuer:

Target Corporation (“Issuer”)

Type of Offering:

SEC registered (No. 333-224749)

Trade Date:

March 18, 2019

Settlement Date (T+7):

March 27, 2019

Listing:

None

Long-term Debt Ratings:

Moody’s, A2; S&P, A; Fitch, A-

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time

Title of Securities:

3.375% Notes due 2029 (the “Notes”)

Aggregate Principal Amount Offered:

$1,000,000,000

Maturity Date:

April 15, 2029

Benchmark Treasury:

UST 2.625% due February 15, 2029

Benchmark Treasury Price and Yield:

100-08; 2.596%

Spread to Benchmark Treasury:

0.78% (plus 78 basis points)

Yield to Maturity:

3.376%

Coupon (Interest Rate):

3.375% per annum

Price to Public (Issue Price):

99.990% of principal amount, plus accrued interest, if any, from the Settlement Date

Net Proceeds to Issuer:

$995,400,000 (before transaction expenses)

Interest Payment Dates:

Semi-annually on April 15 and October 15, beginning on October 15, 2019

Optional Redemption:

The Notes may be redeemed at the Issuer’s option on at least 15 days’, but no more than 45 days’, prior written notice mailed (or otherwise delivered in accordance with the

applicable procedures of DTC) to each holder of the Notes to be redeemed, either in whole at any time or in part from time to time prior to January 15, 2029 (three months prior to the maturity date of the Notes, the “Par Call Date”), at a redemption price for the Notes to be redeemed on any redemption date equal to the greater of the following amounts:

·                  100% of the principal amount of the Notes being redeemed on the redemption date; or

·                  the sum of the present values of the remaining scheduled payments of principal and interest that would have been payable if the Notes being redeemed on that redemption date matured on the Par Call Date (excluding interest accrued to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the treasury rate, plus 15 basis points;

plus, in each case, accrued and unpaid interest on the Notes being redeemed to, but excluding, the redemption date.

In addition, the Issuer may redeem all or part of the Notes on at least 15 days’, but no more than 45 days’, prior written notice mailed (or otherwise delivered in accordance with the applicable procedures of DTC) to each holder of the Notes to be redeemed, at any time or from time to time on and after the Par Call Date, at its option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the Notes being redeemed to, but excluding, the redemption date.

CUSIP/ISIN:

87612E BH8 / US87612EBH80

Joint Book-Running Managers:

Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated

Senior Co-Managers:

Deutsche Bank Securities Inc., U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC, HSBC Securities (USA) Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and TD Securities (USA) LLC

Co-Managers:

Fifth Third Securities, Inc., SMBC Nikko Securities America, Inc., Academy Securities, Inc., Loop Capital Markets LLC and Samuel A. Ramirez & Company, Inc.