5.375% Notes due 2017

Issuer:

Target Corporation

Aggregate Principal Amount Offered:

$1,000,000,000

Maturity Date:

May 1, 2017

Coupon (Interest Rate):

5.375% per annum

Price to Public (Issue Price):

99.732% of principal amount, plus accrued interest from the expected settlement date

Net Proceeds to Issuer:

$992,820,000 (before transaction expenses)

Yield to Maturity:

5.41%

Benchmark Treasury:

UST 4 5/8% due February 2017

Benchmark Treasury Price and Yield:

99-18; 4.68%

Spread to Benchmark Treasury:

.73% (73 basis points)

Interest Payment Dates:

Semi-annually on May 1 and November 1, beginning on November 1, 2007

Optional Redemption:

The Notes will be redeemable at Issuer’s option at any time, in whole or in part, at a redemption price equal to (A) the greater of (i) 100% of the principal amount of such Notes and (ii) the sum of the present values of remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on such Notes discounted to the redemption date on a semi-annual basis at the Treasury rate plus .125% (12.5 basis points), plus (B) accrued interest to the redemption date

Change of Control Offer:

If a change of control triggering event occurs, the Issuer will be required, subject to certain conditions, to make an offer to repurchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to the date of repurchase (all as described in the Issuer’s Preliminary Prospectus Supplement dated April 26, 2007 relating to the Notes)

Trade Date:

April 26, 2007

Settlement Date (T+3):

May 1, 2007

Joint Book-Running Managers:

JPMorgan, Banc of America Securities LLC and Lehman Brothers

Senior Co-Managers:

Citi, Goldman Sachs & Co. and Merrill Lynch

Junior Co-Managers:

BNP PARIBAS, HSBC, Mitsubishi UFJ Securities and Mizuho Securities USA Inc.

Type of Offering:

SEC registered (No. 333-139870)

Listing:

None

Long-term debt ratings:

Moody’s, A1; S&P, A+; Fitch, A+