Washington, D.C. 20549

For the quarterly period ended October 31, 2015

Commission File Number 1-6049

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: 612/304-6073

Former name, former address and former fiscal year, if changed since last report: N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act).

Large accelerated filer   x   Accelerated filer   o   Non-accelerated filer   o   Smaller Reporting company   o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                 Yes  o No  x

Indicate the number of shares outstanding of each of registrant's classes of common stock, as of the latest practicable date. Total shares of common stock, par value $0.0833, outstanding at November 19, 2015 were 616,051,610.

TARGET CORPORATION

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Note: Per share amounts may not foot due to rounding. 

See accompanying Notes to Consolidated Financial Statements.

See accompanying Notes to Consolidated Financial Statements.

Common Stock Authorized 6,000,000,000 shares, $.0833 par value; 618,604,168 , 640,213,987 and 634,378,337 shares issued and outstanding at October 31, 2015 , January 31, 2015 and November 1, 2014 , respectively.

Preferred Stock Authorized 5,000,000 shares, $.01 par value; no shares were issued or outstanding at October 31, 2015 , January 31, 2015 or November 1, 2014 .

See accompanying Notes to Consolidated Financial Statements.

(a) Includes cash of our discontinued operations of $25 million at February 1, 2014.

(b) Includes cash of our discontinued operations of $62 million at November 1, 2014.

See accompanying Notes to Consolidated Financial Statements.

We declared $1.64 and $1.47 per share dividends for the nine months ended October 31, 2015 and November 1, 2014 , respectively, and $1.99 per share for the fiscal year ended January 31, 2015 .

See accompanying Notes to Consolidated Financial Statements.

Notes to Consolidated Financial Statements (unaudited)

1. Accounting Policies

These financial statements should be read in conjunction with the financial statement disclosures in our 2014 Form 10-K.  We use the same accounting policies in preparing quarterly and annual financial statements.  All adjustments necessary for a fair presentation of quarterly operating results are reflected herein and are of a normal, recurring nature. Certain prior-year amounts have been reclassified to conform to the current year presentation. Unless otherwise noted, amounts presented within the Notes to Consolidated Financial Statements refer to our continuing operations.

Due to the seasonal nature of our business, quarterly revenues, expenses, earnings and cash flows are not necessarily indicative of the results that may be expected for the full year.

2. Pharmacies and Clinics Transaction

On June 12, 2015, we entered into an asset purchase agreement with CVS Pharmacy, Inc. (CVS) to sell our pharmacy and clinic businesses for cash consideration of approximately $1.9 billion . The closing of the transaction is subject to regulatory approval and other customary conditions. Either party will be permitted to terminate the agreement if the closing has not occurred on or before March 15, 2016 (or September 15, 2016 solely in the event that, as of March 15, 2016, all conditions other than regulatory approval have been satisfied or waived). Following the closing, CVS will operate the pharmacy and clinic businesses in our stores on a long term basis.

The agreement includes the sale of inventory and other assets. These currently held-for-sale assets have been classified as follows.

(a) Amounts have been updated to be comparable with the current period.

3. Canada Exit

Background

On January 15, 2015, Target Canada Co. and certain other wholly owned subsidiaries of Target (collectively Canada Subsidiaries), comprising substantially all of our Canadian operations and our historical Canadian Segment, filed for protection (the Filing) under the Companies' Creditors Arrangement Act (CCAA) with the Ontario Superior Court of Justice in Toronto (the Court) and were deconsolidated. The Canada Subsidiaries are executing a liquidation through the CCAA process.

(a) For the three and nine months ended October 31, 2015, pretax exit costs related to our ongoing support of the liquidation process and other professional fees. For the nine months ended October 31, 2015, pretax exits costs also included an increase to our accrual for the estimated probable losses related to claims that may be asserted against us, primarily under guarantees of certain leases.

Recorded Assets and Liabilities

Accrued liabilities include estimated probable losses related to claims that may be asserted against us, primarily under guarantees of certain leases. The beneficiaries of those guarantees may seek damages or other related relief as a result of our exit from Canada. Our probable loss estimate is based on the expectation that claims will be asserted against us and negotiated settlements will be reached, and not on any determination that it is probable we would be found liable were these claims to be litigated. Our estimates involve significant judgment and are based on currently available information, an assessment of the validity of certain claims and estimated payments by the Canada Subsidiaries. We are not able to reasonably estimate a range of possible losses in excess of the accrual because there are significant factual and legal issues to be resolved. We believe that it is reasonably possible that future changes to our estimates of loss and the ultimate amount paid on these claims could be material to our results of operations in future periods. Any such losses would be reported in discontinued operations.

Receivables from the Canada Subsidiaries primarily relate to loans made to fund the operations of the Canada Subsidiaries and receivables generated in the ordinary course of business prior to deconsolidation. To assess recoverability, we estimated the fair value of the underlying net assets of the Canada Subsidiaries available for distribution to their creditors in relation to the estimated creditor claims and the priority of these claims. Our estimates involve significant judgment and are based on currently available

information, an assessment of the validity of certain claims and estimated payments by the Canada Subsidiaries. Our ultimate recovery is subject to the final liquidation value of the Canada Subsidiaries.

On November 23, 2015, we reached a settlement with an entity that controls guaranteed leases representing approximately 30 percent of the recorded accrual. Under the settlement terms, this entity has subrogated to us their claims against the Canada Subsidiaries. The settlement amount is materially consistent with our previously recorded accrual.

Income Taxes

During the three and nine months ended October 31, 2015, we recognized net tax benefits of $75 million and $152 million , respectively, in discontinued operations, which primarily relate to our pretax exit costs and change in the estimated tax benefit from our investment losses in Canada. During the fourth quarter of 2014, we recognized a tax benefit of $1,627 million in discontinued operations. The majority of the tax benefit was received in the first quarter of 2015, and we expect to use substantially all of the remainder to reduce our 2015 estimated tax payments.

4. Restructuring Initiatives

In 2015, we initiated a series of headquarters workforce reductions intended to increase organizational effectiveness and provide cost savings that can be reinvested in our growth initiatives. As a result, we recorded $21 million and $135 million of severance and other benefits-related charges within selling, general and administrative expenses (SG&A) during the three and nine months ended October 31, 2015, respectively. The vast majority of these expenses require cash expenditures. These costs were not included in our segment results.

Accruals for restructuring costs are included in other current liabilities.

5. Fair Value Measurements

Fair value measurements are reported in one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data).

(a) See Note 10 for additional information on interest rate swaps.

(b) Company-owned life insurance investments consist of equity index funds and fixed income assets. Amounts are presented net of nonrecourse loans that are secured by some of these policies. These loan amounts totaled $789 million at October 31, 2015 , $773 million at January 31, 2015 and $780 million at November 1, 2014 .

(a) The carrying amounts of certain other current assets, accounts payable, and certain accrued and other current liabilities approximate fair value due to their short-term nature.

(b) The carrying amount and estimated fair value of debt exclude unamortized swap valuation adjustments and capital lease obligations.

6. Notes Payable and Long-Term Debt

We obtain short-term financing from time to time under our commercial paper program, a form of notes payable.

7. Goodwill and Intangible Assets

We review long-lived assets for impairment when events or changes in circumstances, such as a decision to discontinue a business, indicate that the asset's carrying value may not be recoverable. We also review goodwill for impairment when events or circumstances indicate it is more likely than not the fair value of a reporting unit is below its carrying value. During the third quarter 2015, we announced our decision to wind down certain noncore operations. As a result, we recorded a $35 million pretax impairment loss, which included approximately $23 million of intangible assets and $12 million of goodwill. These costs were included in SG&A on our Consolidated Statements of Operations, but were not included in our segment results.

8. Property and Equipment

We review long-lived assets for impairment when events or changes in circumstances, such as a decision to relocate or close a store, make significant software changes or discontinue projects, indicate that the asset's carrying value may not be recoverable. We recognized impairment losses during each of the periods presented, primarily resulting from discontinued projects, store closures, and completed or planned land sales.

(a) Substantially all of the impairments are recorded in selling, general and administrative expense on the Consolidated Statements of Operations.

(b) For the three and nine months ended October 31, 2015, represents long-lived asset impairments from our decision to wind down certain noncore operations. For the nine months ended November 1, 2014, represents impairments of undeveloped land. These costs were not included in our segment results.

9. Data Breach

In the fourth quarter of 2013, we experienced a data breach in which an intruder stole certain payment card and other guest information from our network (the Data Breach). Based on our investigation, we believe that the intruder installed malware on our point-of-sale system in our U.S. stores and stole payment card data from up to approximately 40 million credit and debit card accounts of guests who shopped at our U.S. stores between November 27 and December 17, 2013. In addition, the intruder stole certain guest information, including names, mailing addresses, phone numbers or email addresses, for up to 70 million individuals.

Data Breach Related Accruals

Each of the four major payment card networks made a written claim against us regarding the Data Breach, either directly or through our acquiring banks. During the third quarter we entered into settlement agreements with two of the four payment card networks. We have resolved a claim from a third network and expect to resolve the remaining claim in the fourth quarter, both on terms consistent with our accrual.

As previously reported, we entered into a Settlement Agreement to resolve and dismiss the claims asserted on behalf of a class of guests whose information was compromised in the Data Breach. Pursuant to the Settlement Agreement, Target has agreed to pay $10 million to class member guests, certain administrative costs associated with the settlement, and attorneys' fees and expenses to class counsel as the Court may award. That settlement received Court approval on November 17, 2015.

Actions related to the Data Breach that remain pending are: (1) a class action brought on behalf of financial institutions; (2)

one action previously filed in Canada; (3) several putative class action suits brought on behalf of shareholders; and (4) ongoing investigations by State Attorneys General and the Federal Trade Commission.

Our accrual for estimated probable losses is based on actual settlements reached to date, discussions with the remaining two payment card networks and the expectation of negotiated settlements in the pending actions.We have not based our accrual on any determination that it is probable we would be found liable for the losses we have accrued were these claims to be litigated. While our estimates may change as new information becomes available, we do not believe any adjustments will be material.

Expenses Incurred and Amounts Accrued

(a) Includes expenditures and accruals for Data Breach-related costs and expected insurance recoveries as described below.

We recorded $26 million and $38 million of pretax Data Breach-related expenses during the three and nine months ended October 31, 2015 , respectively. Along with legal and other professional services, expenses include an adjustment to the accrual in the third quarter of 2015 based on refined estimates of our probable exposure. We recorded $12 million of pretax Data Breach-related expenses during the three months ended November 1, 2014 . We recorded $186 million of pretax Data Breach-related expenses, partially offset by expected insurance proceeds of $46 million , for net expenses of $140 million during the nine months ended November 1, 2014. These expenses were included in our Consolidated Statements of Operations as SG&A, but were not part of our segment results.

Since the Data Breach, we have incurred $290 million of cumulative expenses, partially offset by expected insurance recoveries of $90 million , for net cumulative expenses of $200 million .

Insurance Coverage

To limit our exposure to losses relating to Data Breach and other claims, we maintained $100 million of network-security insurance coverage during the period that the Data Breach occurred, above a $10 million deductible and with a $50 million sublimit for settlements with the payment card networks. This coverage, and certain other customary business-insurance coverage, has reduced our exposure related to the Data Breach. We will pursue recoveries to the maximum extent available under the policies. Since the Data Breach, we have received $35 million from our network-security insurance carriers of the $90 million accrued.

10. Derivative Financial Instruments

Our derivative instruments primarily consist of interest rate swaps, which are used to mitigate interest rate risk. As a result of our use of derivative instruments, we have counterparty credit exposure to large global financial institutions. We monitor this concentration of counterparty credit risk on an ongoing basis. See Note 5 for a description of the fair value measurement of our derivative instruments and their classification on the Consolidated Statements of Financial Position.

As of October 31, 2015 and November 1, 2014, three interest rate swaps with notional amounts totaling $1,250 million were designated as fair value hedges. No ineffectiveness was recognized during the three and nine months ended October 31, 2015 or November 1, 2014 .

Periodic payments, valuation adjustments and amortization of gains or losses on our derivative contracts had the following effect on our Consolidated Statements of Operations:

The amount remaining on unamortized hedged debt valuation gains from terminated or de-designated interest rate swaps that will be amortized into earnings over the remaining lives of the underlying debt totaled $20 million , $34 million and $38 million , at October 31, 2015 , January 31, 2015 and November 1, 2014 , respectively.

11. Share Repurchase

In June 2015, our Board of Directors authorized a $5 billion expansion of our existing share repurchase program to $10 billion . Under this program, we have repurchased 77.2 million shares of common stock through October 31, 2015 , at an average price of $68.86 , for a total investment of $5.3 billion .

(a) Includes 0.1 million shares delivered upon the noncash settlement of prepaid contracts, which had an original cash investment of $3 million and an aggregate market value at their settlement dates of $7 million . These contracts are among the investment vehicles used to reduce our economic exposure related to our nonqualified deferred compensation plans. Note 12 provides the details of our positions in prepaid forward contracts.

(b) All of the shares reacquired were delivered upon the noncash settlement of prepaid forward contracts which had an original cash investment of $34 million and an aggregate market value at their settlement dates of $35 million .

12. Pension, Postretirement Health Care and Other Benefits

Pension and Postretirement Health Care Benefits

We provide qualified defined benefit pension plans, unfunded nonqualified pension plans and certain postretirement health care benefits to eligible team members.

Effective April 1, 2016, we will discontinue the postretirement health care benefits that were offered to team members upon early retirement and prior to Medicare eligibility.  This decision resulted in a $58 million reduction in the projected postretirement health care benefit obligation and a $43 million curtailment gain recorded in SG&A during the three months ended October 31, 2015.

As a result of the restructuring initiatives discussed in Note 4, we remeasured the assets and liabilities of our largest pension plan as of March 9, 2015. The remeasurement resulted in a $208 million reduction to the projected benefit obligation, primarily resulting from a 41 basis point increase in the discount rate used, and a $47 million reduction of plan assets. Subsequent to the remeasurement, the pension plan was overfunded, with plan assets of $3,725 million exceeding the projected benefit obligation of $3,604 million .

We expect this remeasurement will reduce 2015 pension expense by $26 million , $8 million and $19 million of which was recognized during the three and nine months ended October 31, 2015, respectively.

Other Benefits

We offer unfunded nonqualified deferred compensation plans to certain team members. We mitigate some of our risk of these plans through investing in vehicles, including company-owned life insurance and prepaid forward contracts in our own common stock, that offset a substantial portion of our economic exposure to the returns of these plans. These investment vehicles are general corporate assets and are marked to market with the related gains and losses recognized in the Consolidated Statements of Operations in the period they occur.

The total change in fair value for contracts indexed to our own common stock recognized in earnings was pretax loss of $2 million and pretax income of $2 million for the three and nine months ended October 31, 2015 , respectively, and pretax income of $1 million and $3 million for the three and nine months ended November 1, 2014 , respectively. During the nine months ended October 31, 2015 and November 1, 2014 , we made no investments in prepaid forward contracts in our own common stock. Adjusting our position in these investment vehicles may involve repurchasing shares of Target common stock when settling the forward contracts as described in Note 11. The settlement dates of these instruments are regularly renegotiated with the counterparty.

13. Accumulated Other Comprehensive Income

(a) Represents gains and losses on cash flow hedges, net of $2 million of taxes.

(b) Represents amortization of pension and other benefit liabilities, net of $2 million of taxes.

14. Segment Reporting

Our segment measure of profit is used by management to evaluate performance and make operating decisions. We operate as a single segment that includes all of our continuing operations, which are designed to enable guests to purchase products seamlessly in stores, online or through mobile devices.

Note: Amounts may not foot due to rounding.

(a) Beginning with the first quarter of 2015, segment EBIT includes the impact of the reduction of the the beneficial interest asset. For comparison purposes, prior year segment EBIT has been revised.

(b) Refer to Note 4 for more information on restructuring costs.

(c) Refer to Note 9 for more information on Data Breach related costs.

(d) Refer to Note 7 and Note 8 for more information on impairments.

(e) Expense related to converting co-branded card program to MasterCard.

(f) The sum of segment SG&A expenses, restructuring costs, Data Breach related costs, impairments and card brand conversion costs equal consolidated SG&A expenses.

(a) Represents the insurance receivable related to the Data Breach.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

Third quarter 2015 includes the following notable items:

Sales were $17,613 million for the three months ended October 31, 2015 , an increase of $359 million or 2.1 percent from the same period in the prior year. Operating cash flow provided by continuing operations was $2,956 million and $2,599 million for the nine months ended October 31, 2015 and November 1, 2014 , respectively.