Edgar Filing: TARGET CORP

11-K TGT 401(k)_2013_12_31

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)



ý		ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

		For the fiscal year ended December 31, 2013

		OR

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

		For the transition period from to

Commission File Number 1-6049

A. Full title of the plan and address of the plan, if different from that of the issuer named below: Target Corporation 401(k) Plan.

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

TARGET CORPORATION

1000 Nicollet Mall

Minneapolis, Minnesota 55403

Target Corporation 401(k) Plan

Financial Statements and Supplemental Schedule

Years Ended December 31, 2013 and 2012

Contents



Report of Independent Registered Public Accounting Firm	1

Financial Statements

Statements of Net Assets Available for Benefits	2
Statements of Changes in Net Assets Available for Benefits	3
Notes to Financial Statements	4

Supplemental Schedule

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)	11

Report of Independent Registered Public Accounting Firm

The Board of Directors and Plan Participants

Target Corporation

We have audited the accompanying statements of net assets available for benefits of the Target Corporation 401(k) Plan (the Plan) as of December 31, 2013 and 2012, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2013 and 2012, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2013, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.



	/s/ Ernst & Young, LLP
Minneapolis, Minnesota
June 13, 2014

Target Corporation 401(k) Plan

Statements of Net Assets Available for Benefits



(in thousands)	December 31
(in thousands)	2013		2012
Assets
Investments	$	6,833,912	$	6,017,493
Receivables:
Due from broker for securities sold	28,350		31,358
Notes receivable from participants	153,184		133,563
Employer contributions	13,985		12,614
Participant contributions	14,123		12,670
Interest	2,450		2,455
Total receivables	212,092		192,660
Total assets	7,046,004		6,210,153
Liabilities
Payables:
Due to broker for securities purchased	31,448		36,952
Expenses	1,226		1,292
Total liabilities	32,674		38,244
Net assets reflecting all investments at fair value	7,013,330		6,171,909
Adjustment from fair value to contract value for fully benefit-responsive investment contracts	—		(4,754		)
Net assets available for benefits	$	7,013,330	$	6,167,155

See accompanying notes.

Target Corporation 401(k) Plan

Statements of Changes in Net Assets Available for Benefits



(in thousands)	2013		2012
Additions
Investment income:
Interest and dividends	$	60,503	$	64,513
Net realized and unrealized appreciation in fair value of investments	728,063		712,078
Total investment income	788,566		776,591
Interest income on notes receivable from participants	5,845		5,239
Contributions:
Participant contributions	345,765		324,617
Employer contributions	224,430		213,114
Total contributions	570,195		537,731
Total additions	1,364,606		1,319,561
Deductions
Benefits paid to participants	507,496		467,800
Administration fees	10,935		11,872
Total deductions	518,431		479,672
Net increase	846,175		839,889
Net assets available for benefits:
Beginning of year	6,167,155		5,327,266
End of year	$	7,013,330	$	6,167,155

See accompanying notes.

Target Corporation 401(k) Plan

Notes to Financial Statements

December 31, 2013

1. Description of the Plan

Employees of Target Corporation (the Company and the Plan Administrator) who meet eligibility requirements of age and hours worked can participate in the Target Corporation 401(k) Plan (the Plan).

Participants can invest up to 80% of their current gross cash compensation in the Plan, within the limits of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Except for highly compensated participants, participants are allowed to make contributions to the Plan in any combination of before-tax and/or after-tax contributions. Highly compensated participants, as defined by the Internal Revenue Code (the Code), can only make before-tax contributions to the Plan. Participants can contribute up to the annual contribution limits established by the Internal Revenue Service (the IRS) of $17,500 and $17,000, for 2013 and 2012, respectively, plus a $5,500 catch-up for participants age 50 and older.

Generally, the Company matches 100 percent of each participant’s contribution up to 5 percent of total compensation. Participants are immediately vested in both participant contributions and the Company’s matching contributions. All investments are participant directed, including the Company's matching contributions, which are invested in the Target Corporation Common Stock Fund unless otherwise directed by the participant.

Participants may receive benefits upon termination, death, disability or retirement in installments or as a lump-sum amount equal to the vested value of their account, subject to certain restrictions. Participants may also withdraw some or all of their account balances prior to termination, subject to certain restrictions.

The Plan allows for two types of loans: the purchase of a primary residence and a general-purpose loan. Participants may have one of each loan type outstanding at any given time. Principal and interest is paid through payroll deductions. Interest rates are set at 1% plus the prime rate as published by the Wall Street Journal on the first business day of the month the loan is issued. If a participant ceases to make loan repayments and the Plan Administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and terminate the Plan subject to the provisions of ERISA.

For more detailed information regarding the Plan, participants may refer to the Summary Plan Description available from the Company.

2. Accounting Policies

Basis of Presentation

The accounting and financial reporting policies of the Plan conform to U.S. generally accepted accounting principles (U.S. GAAP).

Payment of Benefits

Benefits are recorded when paid.

Investment Valuation and Income Recognition

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation in fair value includes the Plan’s gains and losses on investments purchased, sold and held during the year. See Note 5 for discussion of fair value measurements.

Investment contracts held by a defined-contribution plan are required to be reported at fair value. In determining net assets available for benefits, fully benefit-responsive investment contracts are adjusted to contract value, as it reflects the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. As of December 31, 2013, the Plan held

no such interests. As of December 31, 2012, the Plan held an indirect interest in such contracts through its investment in collective trust funds.

Notes Receivable

Notes receivable from participants are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded when it is earned. Principal and interest from the repayment of loans are allocated to participants’ investment accounts in accordance with each participant’s investment election in effect at the repayment date. No allowance for credit losses has been recorded as of December 31, 2013 or 2012.

Plan Expenses

Expenses paid by the Plan include the following: fund management fees, trustee fees, monthly processing and record-keeping costs, quarterly participant account statement preparation and distribution costs, and other third-party administrative expenses. All other Plan expenses are paid by the Company.

Use of Estimates

The preparation of our financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions affecting reported amounts in the financial statements, accompanying notes, and supplemental schedule. Actual results may differ significantly from those estimates.

Subsequent Events

In January 2014, a Roth deferral option was added to the Plan. Participants can now contribute to the Plan on a before-tax, after-tax, and Roth basis.

In May 2014, the Ventures 401(k) Plan was created to accept contributions from a subset of Target team members. A master trust structure was established to include both the Target Corporation 401(k) Plan and the new Ventures 401(k) Plan.

3. Stable Value Fund

In June 2012, the Stable Value Fund (the SVF) investment option was discontinued and converted into the Intermediate-term Bond Fund (ITBF). All balances in the SVF were automatically invested in the ITBF, and the ITBF began accepting transfers and new contributions.

4. Fair Value Measurements

Fair value measurements are categorized into 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 available at the measurement date, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data).



(in thousands)	Fair Value at December 31, 2013
(in thousands)	Level 1		Level 2		Level 3
Cash equivalents	$	—	$	17,955	$	—
Target Corporation Common Stock Fund(a)	2,036,876		—		—
Commingled funds:
U.S. equities(c)	—		1,614,929		—
Lifecycle funds(b)	—		1,469,617		—
International equities(c)	—		705,534		—
U.S. government and agency obligations(c)	—		203,634		—
Cash Series Prime Fund(c)	—		196,532		—
Intermediate-term Bond Fund(d)
U.S. government and agency obligations	—		288,185		—
Corporate bonds	—		201,374		—
Asset-backed securities	—		66,703		—
Cash equivalents	—		26,864		—
Commingled Funds	—		5,709		—
Total	$	2,036,876	$	4,797,036	$	—



(in thousands)	Fair Value at December 31, 2012
(in thousands)	Level 1		Level 2		Level 3
Cash equivalents	$	—	$	16,686	$	—
Target Corporation Common Stock Fund(a)	2,002,641		—		—
Commingled funds:
U.S. equities(c)	—		1,104,583		—
Lifecycle funds(b)	—		1,153,617		—
International equities(c)	—		546,247		—
U.S. government and agency obligations(c)	—		315,295		—
Cash Series Prime Fund(c)	—		115,589		—
Intermediate-term Bond Fund(d)
Collective trust funds	—		137,187		—
U.S. government and agency obligations	—		328,345		—
Corporate bonds	—		208,744		—
Asset-backed securities	—		67,927		—
Cash equivalents	—		14,666		—
Commingled Funds	—		5,966		—
Total	$	2,002,641	$	4,014,852	$	—

(a) This is a self-managed fund that invests in the Company’s common stock. The fund’s objective is to closely track the performance of the Company’s common stock. The Plan can redeem this investment daily.

(b) These funds share the common goal of first growing and then later preserving principal, and contain a mix of U.S. common stocks, international common stocks, U.S. issued bonds, commodities and cash. The Plan can redeem these investments daily with no restrictions.

(c) These funds include investments in passively managed index commingled funds with holdings in U.S. government and agency obligations, corporate debt securities, high-credit-quality asset-backed securities and domestic and international equity securities. The Plan can redeem these investments daily with no restrictions.

(d) This is a self-managed fund designed to earn returns modestly in excess of money market funds. It invests in a portfolio of separately managed accounts that include short-term investment funds, high-quality short-term and intermediate-term U.S. bonds (including U.S. government treasuries), corporate debt securities, other high-credit-quality asset-backed securities and passively managed index commingled funds. At December 31, 2012, this fund also invested in collective trust funds.

Following are the valuation techniques for each asset type measured at fair value:



Position Description		Valuation Technique
Cash equivalents/ Commingled funds/Collective trust funds		Valued using the Net Asset Value (NAV) provided by the administrator of the fund. NAV is based on the value of the fund's underlying assets (minus applicable costs and liabilities), divided by the number of shares outstanding.
Target Corporation Common Stock Fund		Valued using the unadjusted quoted price in an active market.
Fixed-Income Securities		Primarily valued using prices obtained from independent pricing services. These prices are based on matrix pricing models and quoted prices of securities with similar characteristics.

5. Investments

At December 31, 2013, participants may allocate their investments among 19 investment funds and, with certain restrictions, change their investment elections daily for both existing balances and future contributions.

The Plan’s investments are held by State Street Bank & Trust Co., the trustee. Plan investments, purchased, sold and held during the year appreciated or depreciated in fair value as follows:



(in thousands)	2013			2012
Commingled funds	$	602,605		$	375,101
Target Corporation Common Stock Fund	140,619			285,709
Intermediate-term Bond Fund	(15,161		)	$	51,268
	$	728,063		$	712,078

Fair value of individual investments representing 5% or more of the Plan’s net assets are as follows:



	December 31
(in thousands)	2013		2012
Target Corporation Common Stock Fund*	$	2,036,876	$	2,002,641
State Street Bank & Trust Co. S&P 500 Index Non-Lending Series Fund*	1,078,564		489,728
State Street Bank & Trust Co. International Index Non-Lending Series Fund*	^		397,950
BlackRock Institutional Trust Company, N.A. BlackRock MSCI EAFE Equity Index Non-Lendable Fund F	529,271		^
State Street Bank & Trust Co. SSgA U.S. Inflation Protected Bond Index Non-Lending Series Fund*	^		315,295
State Street Bank & Trust Co. SSgA Russell Small/Mid Cap Index Non-Lending Series Fund*	427,140		^

* Issuer is a party-in-interest to the Plan.

^ Investments did not represent 5% or more of the Plan's net assets.

6. Transactions with Parties-in-Interest

The Plan engaged in the following exempt party-in-interest transactions related to the Company’s common stock:



(in thousands)	2013		2012
Number of common shares purchased	6,002		6,705
Cost of common shares purchased	$	401,232	$	392,059
Number of common shares sold	7,368		8,598
Market value of common shares sold	$	489,576	$	504,752
Cost of common shares sold	$	335,159	$	357,324
Number of common shares distributed to plan participants	168		236
Market value of common shares distributed to plan participants	$	11,126	$	14,080
Cost of common shares distributed to plan participants	$	7,631	$	9,879
Dividends received (net of pass-through dividends)	$	49,904	$	43,413

Certain plan investments are shares of short-term and commingled investment funds managed by State Street Bank & Trust Co., the trustee of the Plan. These transactions qualify as party-in-interest transactions; however, they are exempt from the prohibited transactions rules under ERISA. Investment management fees paid by the Plan are included as a reduction of the return earned on each fund.

7. Income Tax Status

The Plan has received a determination letter from the IRS dated October 22, 2013, stating that the Plan is qualified under Section 401(a) of the Code, and therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. Subsequent to the issuance of this determination letter, the Plan was amended and restated. The Plan Administrator believes the amended and restated Plan remains qualified and the trust tax-exempt as the Plan Administrator believes the Plan is operating in compliance with the Code.

The Plan Administrator has concluded that there are no uncertain positions taken or expected to be taken by the Plan as of December 31, 2013. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes the Plan is no longer subject to income tax examinations for years prior to 2010.

8. Risks and Uncertainties

The Plan invests in securities that are exposed to various risks, such as interest rate, market and credit risks. Due to these risks, it is at least reasonably possible that changes in investment values will occur in the near term and could materially affect the amounts reported in the financial statements.

9. Reconciliation of Financial Statements to the Form 5500



(in thousands)	December 31
(in thousands)	2013			2012
Net assets available for benefits per the financial statements	$	7,013,330		$	6,167,155
Amounts allocated to withdrawing participants	(4,732		)	(2,026		)
Adjustment from contract value to fair value for fully benefit-responsive investment contracts	—			4,754
Participant contribution receivable accrual	(14,123		)	(12,670		)
Employer contribution receivable accrual	(9,182		)	(8,302		)
Net assets available for benefits per the Form 5500	$	6,985,293		$	6,148,911



(in thousands)	2013
Benefits paid to participants per the financial statements	$	507,496
Amounts allocated to withdrawing participants at December 31, 2012	(2,026		)
Amounts allocated to withdrawing participants at December 31, 2013	4,732
Benefits paid to participants per the Form 5500	$	510,202



(in thousands)	December 31
(in thousands)	2013			2012
Participant contributions available for benefits per the financial statements	$	14,123		$	12,670
Participant contribution receivable accrual	(14,123		)	(12,670		)
Participant contributions available for benefits per the Form 5500	$	—		$	—



(in thousands)	December 31
(in thousands)	2013			2012
Employer contributions available for benefits per the financial statements	$	13,985		$	12,614
Employer contribution receivable accrual	(9,182		)	(8,302		)
Employer contributions available for benefits per the Form 5500	$	4,803		$	4,312



(in thousands)	2013
Additions to net assets attributed to participant contributions per the financial statements	$	345,765
Change in participant contribution receivable accrual	(1,453		)
Additions to net assets attributed to participant contributions per the Form 5500	$	344,312



(in thousands)	2013
Additions to net assets attributed to employer contributions per the financial statements	$	224,430
Change in employer contribution receivable accrual	(880		)
Additions to net assets attributed to employer contributions per the Form 5500	$	223,550



(in thousands)	2013
Total additions to net assets per the financial statements	$	1,364,606
Adjustment from contract value to fair value for fully benefit-responsive investment contracts at December 31, 2012	(4,754		)
Adjustment from contract value to fair value for fully benefit-responsive investment contracts at December 31, 2013	—
Change in participant contribution receivable accrual	(1,453		)
Change in employer contribution receivable accrual	(880		)
Total income per the Form 5500	$	1,357,519

Supplemental Schedule

Target Corporation 401(k) Plan

EIN: 41-0215170 Plan Number: 002

Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2013



Face Amount			Investments
or Number	Identity of Issue and	Investments	at Current
of Shares/Units(c)	Description of Investment(b)	at Cost(d)	Value(e)

Cash Equivalents
	*State Street Bank & Trust Company
17,955,025	SSgA Short Term Investment Fund	17,955,025	17,955,025

Common Stock Funds
	*State Street Bank & Trust Company
33,539,649	SSgA Target Corporation Common Stock Fund	1,528,180,668	2,036,875,393

Commingled Investment Funds
	*State Street Bank & Trust Company
3,139,109	SSgA REIT Index Non-Lending Series Fund	103,112,187	109,225,288
	BlackRock Institutional Trust Company, N.A.
9,281,532	Emerging Markets Index Non-Lending Fund F	170,515,228	176,263,714
	*State Street Bank & Trust Company
8,865,999	SSgA U.S. Inflation Protected Bond Index Non-Lending Series Fund	193,842,319	203,634,254
	*State Street Bank & Trust Company
32,462,429	SSgA S&P 500 Index Non-Lending Series Fund	778,006,177	1,078,564,201
	BlackRock Institutional Trust Company, N.A.
25,137,884	BlackRock MSCI EAFE Equity Index Non-Lending Fund F	464,394,449	529,270,603
	*State Street Bank & Trust Company
11,455,763	SSgA Russell Small/Mid Cap Index Non-Lending Series Fund	361,944,594	427,139,597
	*State Street Bank & Trust Company
196,530,797	SSgA Cash Series Prime Fund - Class C	196,530,797	196,530,797
	BlackRock Institutional Trust Company, N.A.
9,057,811	LifePath Index Retirement Non-Lending Fund F	125,937,661	145,156,864
	BlackRock Institutional Trust Company, N.A.
6,609,966	LifePath Index 2015 Non-Lending Fund F	96,142,585	112,444,118
	BlackRock Institutional Trust Company, N.A.
7,800,802	LifePath Index 2020 Non-Lending Fund F	114,147,797	140,780,292
	BlackRock Institutional Trust Company, N.A.
7,803,483	LifePath Index 2025 Non-Lending Fund F	116,891,922	148,412,098
	BlackRock Institutional Trust Company, N.A.
7,665,884	LifePath Index 2030 Non-Lending Fund F	117,005,956	152,038,237
	BlackRock Institutional Trust Company, N.A.
7,644,547	LifePath Index 2035 Non-Lending Fund F	119,565,864	157,659,617
	BlackRock Institutional Trust Company, N.A.
7,965,254	LifePath Index 2040 Non-Lending Fund F	127,639,587	170,109,950
	BlackRock Institutional Trust Company, N.A.
7,949,441	LifePath Index 2045 Non-Lending Fund F	131,937,490	175,700,920

Target Corporation 401(k) Plan

EIN: 41-0215170 Plan Number: 002

Face Amount

Investments

or Number

Identity of Issue and

Investments

at Current

of Shares/Units(c)

Description of Investment(b)

at Cost(d)

Value(e)

BlackRock Institutional Trust Company, N.A.

9,800,551

LifePath Index 2045 Non-Lending Fund F

169,481,004

223,433,943

BlackRock Institutional Trust Company, N.A.

2,663,864

LifePath Index 2050 Non-Lending Fund F

38,891,674

43,881,296

Total Commingled Investment Funds

3,425,987,291

4,190,245,789



Face Amount					Investments
or Number	Identity of Issue and	Maturity	Rate of	Investments	at Current
of Shares/Units(c)	Description of Investment(b)	Date(c)	Interest (%)(c)	at Cost(d)	Value(e)

Intermediate-Term Bond Fund
Fixed Income Securities
330,000	ABB FINANCE USA INC COMPANY GUAR 05/22 2.875	5/8/2022	2.875	322,849	311,827
230,000	ABB TREASURY CENTER USA SR UNSECURED 144A 06/16 2.5	6/15/2016	2.500	228,546	236,541
200,000	ABBEY NATL TREASURY SERV BANK GUARANT 04/14 2.875	4/25/2014	2.875	199,540	201,368
500,000	ABBEY NATL TREASURY SERV BANK GUARANT 04/16 4.	4/27/2016	4.000	499,800	530,897
470,000	ABBVIE INC SR UNSECURED 11/15 1.2	11/6/2015	1.200	469,685	474,777
490,000	ABBVIE INC SR UNSECURED 11/17 1.75	11/6/2017	1.750	488,976	489,161
825,000	ABBVIE INC SR UNSECURED 11/17 1.75	11/6/2017	1.750	834,564	823,587
240,000	ABBVIE INC SR UNSECURED 11/22 2.9	11/6/2022	2.900	229,487	224,317
481,536	ACCESS GROUP INC ACCSS 2006 1 A2	8/25/2023	0.348	474,313	474,457
307,000	ACCESS TO LOANS FOR LEARNING S ACCSTD 04/24 FLOATING VAR	4/25/2024	1.000	300,860	307,006
625,000	ACE INA HOLDINGS COMPANY GUAR 02/17 5.7	2/15/2017	5.700	708,269	700,844
255,000	ACE INA HOLDINGS COMPANY GUAR 03/23 2.7	3/13/2023	2.700	254,136	233,662
170,000	ADVANCE AUTO PARTS INC COMPANY GUAR 05/20 5.75	5/1/2020	5.750	196,942	184,736
440,000	AETNA INC SR UNSECURED 11/22 2.75	11/15/2022	2.750	433,352	405,306
615,000	AFRICAN DEVELOPMENT BANK SR UNSECURED 10/16 0.75	10/18/2016	0.750	613,198	612,862
600,000	AGILENT TECHNOLOGIES INC SR UNSECURED 11/17 6.5	11/1/2017	6.500	708,348	695,003
300,000	AID ISRAEL US GOVT GUAR 04/24 5.5	4/26/2024	5.500	404,670	346,610
1,400,000	AID ISRAEL US GOVT GUAR 09/23 5.5	9/18/2023	5.500	1,814,916	1,616,352
200,000	AID ISRAEL US GOVT GUAR 12/23 5.5	12/4/2023	5.500	248,884	230,451
155,000	ALLERGAN INC SR UNSECURED 03/23 2.8	3/15/2023	2.800	154,557	143,332
240,000	ALLY BANK CERT OF DEPO 11/14 1.4	11/17/2014	1.400	240,000	241,659
825,000	ALLY MASTER OWNER TRUST AMOT 2011 4 A1	9/15/2016	0.967	831,703	827,374

Target Corporation 401(k) Plan

EIN: 41-0215170 Plan Number: 002



Face Amount					Investments
or Number	Identity of Issue and	Maturity	Rate of	Investments	at Current
of Shares/Units(c)	Description of Investment(b)	Date(c)	Interest (%)(c)	at Cost(d)	Value(e)

750,000	ALLY MASTER OWNER TRUST AMOT 2013 1 A1	2/15/2018	0.617	750,000	749,197
200,000	ALTRIA GROUP INC COMPANY GUAR 01/24 4	1/31/2024	4.000	198,756	195,483
200,000	ALTRIA GROUP INC COMPANY GUAR 05/21 4.75	5/5/2021	4.750	211,542	214,632
425,000	ALTRIA GROUP INC COMPANY GUAR 08/22 2.85	8/9/2022	2.850	424,524	391,306
40,000	ALTRIA GROUP INC COMPANY GUAR 11/18 9.7	11/10/2018	9.700	53,388	52,576
175,000	AMAZON.COM INC SR UNSECURED 11/17 1.2	11/29/2017	1.200	174,148	171,341
165,000	AMERICAN CAMPUS CMNTYS COMPANY GUAR 04/23 3.75	4/15/2023	3.750	164,437	153,122
350,000	AMERICAN EXPRESS CREDIT SR UNSECURED 03/17 2.375	3/24/2017	2.375	349,052	359,757
325,000	AMERICAN EXPRESS CREDIT SR UNSECURED 03/17 2.375	3/24/2017	2.375	336,882	334,060
365,000	AMERICAN EXPRESS CREDIT SR UNSECURED 06/15 1.75	6/12/2015	1.750	364,927	370,890
900,000	AMERICAN HONDA FINANCE SR UNSECURED 144A 09/15 2.5	9/21/2015	2.500	930,447	927,531
185,000	AMERICAN INTL GROUP SR UNSECURED 03/15 3	3/20/2015	3.000	184,711	190,011
375,000	AMERICAN INTL GROUP SR UNSECURED 03/17 3.8	3/22/2017	3.800	374,239	400,462
175,000	AMERICAN INTL GROUP SR UNSECURED 05/17 5.45	5/18/2017	5.450	180,140	195,601
155,000	AMERICAN INTL GROUP SR UNSECURED 06/22 4.875	6/1/2022	4.875	167,943	166,598
200,000	AMERICAN INTL GROUP SR UNSECURED 08/18 8.25	8/15/2018	8.250	242,760	250,176
245,000	AMERICAN INTL GROUP SR UNSECURED 08/20 3.375	8/15/2020	3.375	244,939	246,425
600,000	AMERICAN INTL GROUP SR UNSECURED 12/20 6.4	12/15/2020	6.400	700,609	709,117
400,000	AMERICAN TOWER CORP SR UNSECURED 01/23 3.5	1/31/2023	3.500	396,740	364,698
103,057	AMERICREDIT AUTOMOBILE RECEIVA AMCAR 2012 2 A2	10/8/2015	0.760	103,052	103,075
216,722	AMERICREDIT AUTOMOBILE RECEIVA AMCAR 2012 3 A2	12/8/2015	0.710	216,707	216,774
385,353	AMERICREDIT AUTOMOBILE RECEIVA AMCAR 2012 5 A2	1/8/2016	0.510	385,344	385,264
400,000	AMGEN INC SR UNSECURED 06/18 6.15	6/1/2018	6.150	459,336	467,053
380,000	ANHEUSER BUSCH INBEV FIN COMPANY GUAR 01/23 2.625	1/17/2023	2.625	369,707	348,972
205,000	ANHEUSER BUSCH INBEV WOR COMPANY GUAR 07/22 2.5	7/15/2022	2.500	189,293	189,618
210,000	AON CORP COMPANY GUAR 09/20 5	9/30/2020	5.000	245,679	230,668
750,000	APPLE INC SR UNSECURED 05/18 VAR	5/3/2018	0.492	750,000	748,731
64,000	APPLE INC SR UNSECURED 05/23 2.4	5/3/2023	2.400	63,479	57,550
617,000	ARKLE MASTER ISSUER PLC ARKLE 2012 1A 2A1 144A	5/17/2060	1.938	617,000	628,181
130,000	ASIAN DEVELOPMENT BANK SR UNSECURED 07/18 5.593	7/16/2018	5.593	144,729	150,735
500,000	AT+T INC SR UNSECURED 02/16 0.9	2/12/2016	0.900	499,810	497,460

Target Corporation 401(k) Plan

EIN: 41-0215170 Plan Number: 002



Face Amount					Investments
or Number	Identity of Issue and	Maturity	Rate of	Investments	at Current
of Shares/Units(c)	Description of Investment(b)	Date(c)	Interest (%)(c)	at Cost(d)	Value(e)

1,000,000	AT+T INC SR UNSECURED 02/17 1.6	2/15/2017	1.600	1,000,950	998,599
735,000	AT+T INC SR UNSECURED 08/15 2.5	8/15/2015	2.500	764,231	754,622
960,000	AT+T INC SR UNSECURED 11/18 2.375	11/27/2018	2.350	960,000	960,824
385,000	AVALONBAY COMMUNITIES IN SR UNSECURED 10/20 3.625	10/1/2020	3.625	383,953	389,195
150,000	AVON PRODUCTS INC SR UNSECURED 03/20 4.6	3/15/2020	4.600	154,064	148,746
275,000	AVON PRODUCTS INC SR UNSECURED 03/23 5	3/15/2023	5.000	275,376	267,361
130,000	BAE SYSTEMS HOLDINGS INC COMPANY GUAR 144A 08/15 5.2	8/15/2015	5.200	131,182	138,032
145,000	BAE SYSTEMS PLC SR UNSECURED 144A 10/16 3.5	10/11/2016	3.500	153,145	151,576
720,000	BANC OF AMERICA COMMERCIAL MOR BACM 2005 3 A3A	7/10/2043	4.621	732,600	732,208
240,000	BANGOR SAVINGS BANK CERT OF DEPO 09/18 VAR	9/20/2018	1.000	240,000	240,081
375,000	BANK OF AMERICA CORP SR UNSECURED 01/19 2.6	1/15/2019	2.600	374,936	376,655
870,000	BANK OF AMERICA CORP SR UNSECURED 01/23 3.3	1/11/2023	3.300	823,298	823,252
255,000	BANK OF AMERICA CORP SR UNSECURED 07/16 3.75	7/12/2016	3.750	247,501	271,095
150,000	BANK OF AMERICA CORP SR UNSECURED 07/20 5.625	7/1/2020	5.625	169,928	171,407
175,000	BANK OF AMERICA CORP SR UNSECURED 07/23 4.1	7/24/2023	4.100	174,858	175,743
770,000	BANK OF AMERICA CORP SR UNSECURED 08/16 6.5	8/1/2016	6.500	838,718	869,398
225,000	BANK OF AMERICA CORP SR UNSECURED 08/17 6.4	8/28/2017	6.400	224,672	259,404
250,000	BANK OF AMERICA CORP SR UNSECURED 09/17 6	9/1/2017	6.000	284,818	285,448
590,000	BANK OF AMERICA CORP SR UNSECURED 10/15 1.5	10/9/2015	1.500	592,696	595,941
675,000	BANK OF AMERICA CORP SR UNSECURED 10/16 5.625	10/14/2016	5.625	693,358	752,209
405,000	BANK OF AMERICA CORP SR UNSECURED 12/17 5.75	12/1/2017	5.750	469,877	460,936
625,000	BANK OF AMERICA CORP SR UNSECURED 12/17 5.75	12/1/2017	5.750	723,156	711,321
240,000	BANK OF BARODA CERT OF DEPO 10/18 2.05	10/29/2018	2.050	240,000	238,572
770,000	BANK OF NOVA SCOTIA COVERED 144A 10/15 1.65	10/29/2015	1.650	786,740	785,092
600,000	BANK OF NOVA SCOTIA SR UNSECURED 10/15 0.75	10/9/2015	0.750	599,982	601,960
465,000	BANK OF NOVA SCOTIA SR UNSECURED 10/15 0.75	10/9/2015	0.750	464,986	466,519
100,000	BANK OF SCOTLAND PLC COVERED 144A 02/17 5.25	2/21/2017	5.250	106,098	111,533
240,000	BANKWEST INC CERT OF DEPO 01/17 VAR	1/23/2017	0.900	240,000	238,334
300,000	BAPTIST HLTH SO FLOR INC SECURED 08/21 4.59	8/15/2021	4.590	300,000	309,317
710,000	BARCLAYS BANK PLC COVERED 144A 05/17 2.25	5/10/2017	2.250	738,365	731,655
750,000	BARCLAYS BANK PLC SR UNSECURED 01/14 VAR	1/13/2014	1.106	750,000	750,161

Target Corporation 401(k) Plan

EIN: 41-0215170 Plan Number: 002



Face Amount					Investments
or Number	Identity of Issue and	Maturity	Rate of	Investments	at Current
of Shares/Units(c)	Description of Investment(b)	Date(c)	Interest (%)(c)	at Cost(d)	Value(e)

240,000	BARCLAYS BANK/DELAWARE CERT OF DEPO 12/15 1.55	12/7/2015	1.550	240,000	244,000
140,000	BARRICK GOLD CORP SR UNSECURED 04/22 3.85	4/1/2022	3.850	122,713	126,088
350,000	BAT INTL FINANCE PLC COMPANY GUAR 144A 06/17 2.125	6/7/2017	2.125	359,923	353,925
370,000	BAXTER INTERNATIONAL INC SR UNSECURED 06/16 0.95	6/1/2016	0.950	369,645	369,960
265,000	BAXTER INTERNATIONAL INC SR UNSECURED 06/23 3.2	6/15/2023	3.200	264,165	253,167
320,000	BB+T CORPORATION 06/18 2.05	6/19/2018	2.050	319,533	316,812
615,000	BEAR STEARNS COMMERCIAL MORTGA BSCMS 2005 PWR9 A4A	9/11/2042	4.871	678,782	645,152
363,000	BEAR STEARNS COMMERCIAL MORTGA BSCMS 2005 PWR9 AAB	9/11/2042	4.804	376,839	367,486
2,134,645	BEAR STEARNS COMMERCIAL MORTGA BSCMS 2006 PW11 A1A	3/11/2039	5.439	2,315,756	2,298,859
621,659	BEAR STEARNS COMMERCIAL MORTGA BSCMS 2006 PW12 A1A	9/11/2038	5.705	688,391	679,525
200,000	BEAR STEARNS COS LLC SR UNSECURED 02/18 7.25	2/1/2018	7.250	209,343	239,474
577,668	BEAR STEARNS DEUTSCHE BANK TRU BSDB 2005 AFR1 A1 144A	9/15/2027	4.724	624,964	606,110
365,000	BERKSHIRE HATHAWAY FIN COMPANY GUAR 01/21 4.25	1/15/2021	4.250	390,068	387,881
340,000	BERKSHIRE HATHAWAY FIN COMPANY GUAR 10/20 2.9	10/15/2020	2.900	339,337	337,174
850,000	BERKSHIRE HATHAWAY INC SR UNSECURED 08/14 VAR	8/15/2014	0.941	851,233	853,693
100,000	BHP BILLITON FIN USA LTD COMPANY GUAR 02/22 2.875	2/24/2022	2.875	99,064	95,632
210,000	BHP BILLITON FIN USA LTD COMPANY GUAR 09/23 3.85	9/30/2023	3.850	210,897	210,911
300,000	BHP BILLITON FIN USA LTD COMPANY GUAR 11/14 1.125	11/21/2014	1.125	298,935	302,160
850,000	BLACKROCK INC SR UNSECURED 06/15 1.375	6/1/2015	1.375	863,719	860,639
240,000	BMO HARRIS BANK NA CERT OF DEPO 09/18 VAR	9/27/2018	1.000	240,000	240,366
240,000	BMW BANK NORTH AMERICA CERT OF DEPO 08/18 1.9	8/9/2018	1.900	240,000	239,347
500,000	BNP PARIBAS BANK GUARANT 01/14 VAR	1/10/2014	1.144	503,845	500,083
300,000	BOARDWALK PIPELINES LLC COMPANY GUAR 11/16 5.875	11/15/2016	5.875	299,213	332,006
120,000	BOTTLING GROUP LLC COMPANY GUAR 01/19 5.125	1/15/2019	5.125	142,570	135,500
175,000	BP CAPITAL MARKETS PLC COMPANY GUAR 03/16 3.2	3/11/2016	3.200	186,678	183,764
175,000	BP CAPITAL MARKETS PLC COMPANY GUAR 05/23 2.75	5/10/2023	2.750	173,247	159,792
350,000	BP CAPITAL MARKETS PLC COMPANY GUAR 05/23 2.75	5/10/2023	2.750	321,314	319,584
705,000	BP CAPITAL MARKETS PLC COMPANY GUAR 09/18 2.241	9/26/2018	2.241	705,000	707,035
550,000	BP CAPITAL MARKETS PLC COMPANY GUAR 10/20 4.5	10/1/2020	4.500	579,683	594,228
195,000	BP CAPITAL MARKETS PLC COMPANY GUAR 10/20 4.5	10/1/2020	4.500	212,890	210,681
800,000	BP CAPITAL MARKETS PLC COMPANY GUAR 11/16 2.248	11/1/2016	2.248	811,264	827,889

Target Corporation 401(k) Plan

EIN: 41-0215170 Plan Number: 002



Face Amount					Investments
or Number	Identity of Issue and	Maturity	Rate of	Investments	at Current
of Shares/Units(c)	Description of Investment(b)	Date(c)	Interest (%)(c)	at Cost(d)	Value(e)

240,000	BREMER BANK ST CLOUD CERT OF DEPO 08/17 1.2	8/29/2017	1.200	240,000	238,658
194,437	BRSHA1WB0 LEHMAN TBA CLAIM LEHMAN TBA CLAIM SETTLEMENT AG	12/31/2049	1.000	—	86,524
225,000	BUCKEYE PARTNERS LP SR UNSECURED 07/23 4.15	7/1/2023	4.150	224,573	216,347
215,000	BURLINGTN NORTH SANTA FE SR UNSECURED 03/23 3	3/15/2023	3.000	215,000	200,221
190,000	BURLINGTN NORTH SANTA FE SR UNSECURED 09/21 3.45	9/15/2021	3.450	192,424	187,641
835,000	CABELA S MASTER CREDIT CARD TR CABMT 2012 2A A1 144A	6/15/2020	1.450	834,657	832,938
590,000	CAIXA ECONOMICA FEDERAL SR UNSECURED 144A 11/17 2.375	11/6/2017	2.375	588,203	547,963
250,000	CAMDEN PROPERTY TRUST SR UNSECURED 05/17 5.7	5/15/2017	5.700	284,559	277,926
200,000	CAMERON INTL CORP SR UNSECURED 12/16 1.15	12/15/2016	1.150	199,964	199,339
400,000	CAMPBELL SOUP CO SR UNSECURED 02/19 4.5	2/15/2019	4.500	441,056	438,067
725,000	CAPITAL AUTO RECEIVABLES ASSET AFIN 2013 1 A2	7/20/2016	0.620	724,942	724,479
465,000	CAPITAL ONE BANK USA NA SUBORDINATED 02/23 3.375	2/15/2023	3.375	465,390	432,301
170,000	CAPITAL ONE FINANCIAL CO SR UNSECURED 06/23 3.5	6/15/2023	3.500	176,533	159,580
405,000	CAPITAL ONE FINANCIAL CO SR UNSECURED 07/21 4.75	7/15/2021	4.750	403,125	430,656
525,000	CAPITAL ONE FINANCIAL CO SR UNSECURED 07/21 4.75	7/15/2021	4.750	552,163	558,258
609,000	CAPITAL ONE MULTI ASSET EXECUT COMET 2013 A3 A3	9/16/2019	0.960	608,927	601,661
650,000	CARNIVAL CORP COMPANY GUAR 02/16 1.2	2/5/2016	1.200	649,864	648,203
290,000	CARNIVAL CORP COMPANY GUAR 10/20 3.95	10/15/2020	3.950	289,246	290,224
115,000	CARNIVAL CORP COMPANY GUAR 10/20 3.95	10/15/2020	3.950	114,701	115,089
800,000	CATERPILLAR FINANCIAL SE SR UNSECURED 04/14 VAR	4/1/2014	0.538	798,848	800,313
650,000	CATERPILLAR FINANCIAL SE SR UNSECURED 05/15 1.1	5/29/2015	1.100	649,792	655,237
455,000	CATERPILLAR INC SR UNSECURED 06/17 1.5	6/26/2017	1.500	454,454	452,795
440,000	CATERPILLAR INC SR UNSECURED 06/17 1.5	6/26/2017	1.500	439,472	437,867
380,000	CATHOLIC HEALTH INITIATI SECURED 11/22 2.95	11/1/2022	2.950	354,686	345,362
409,803	CD COMMERCIAL MORTGAGE TRUST CD 2005 CD1 ASB	7/15/2044	5.218	428,692	412,610
805,000	CDP FINANCIAL COMPANY GUAR 144A 11/19 4.4	11/25/2019	4.400	911,944	886,187
450,000	CELLCO PART/VERI WIRELSS SR UNSECURED 11/18 8.5	11/15/2018	8.500	603,365	569,760
540,000	CELLCO PART/VERI WIRELSS SR UNSECURED 11/18 8.5	11/15/2018	8.500	638,685	683,712
240,000	CENTRIX BANK + TRUST CERT OF DEPO 05/17 VAR	5/30/2017	0.750	240,000	237,967
830,000	CHEVRON CORP SR UNSECURED 06/18 1.718	6/24/2018	1.718	830,000	826,868
355,000	CHEVRON CORP SR UNSECURED 06/20 2.427	6/24/2020	2.427	355,000	345,436

Target Corporation 401(k) Plan

EIN: 41-0215170 Plan Number: 002



Face Amount					Investments
or Number	Identity of Issue and	Maturity	Rate of	Investments	at Current
of Shares/Units(c)	Description of Investment(b)	Date(c)	Interest (%)(c)	at Cost(d)	Value(e)

120,000	CHEVRON CORP SR UNSECURED 06/23 3.191	6/24/2023	3.191	120,000	115,194
225,000	CHEVRON CORP SR UNSECURED 12/17 1.104	12/5/2017	1.104	225,000	220,048
670,000	CHRYSLER CAPITAL AUTO RECEIVAB CCART 2013 AA A4 144A	12/17/2018	1.360	669,995	669,724
350,000	CIGNA CORP SR UNSECURED 11/16 2.75	11/15/2016	2.750	349,708	364,288
445,000	CINTAS CORPORATION NO. 2 COMPANY GUAR 06/16 2.85	6/1/2016	2.850	457,001	459,015
240,000	CIT BANK CERT OF DEPO 11/15 1.65	11/16/2015	1.650	240,000	244,867
61,000	CITIGROUP INC SR UNSECURED 01/15 6.01	1/15/2015	6.010	65,596	64,236
450,000	CITIGROUP INC SR UNSECURED 04/16 1.3	4/1/2016	1.300	449,469	451,046
370,000	CITIGROUP INC SR UNSECURED 04/16 VAR	4/1/2016	1.038	370,000	372,415
123,000	CITIGROUP INC SR UNSECURED 05/15 4.75	5/19/2015	4.750	129,504	129,427
565,000	CITIGROUP INC SR UNSECURED 07/16 1.7	7/25/2016	1.700	564,734	570,323
750,000	CITIGROUP INC SR UNSECURED 10/23 3.875	10/25/2023	3.875	736,970	737,294
450,000	CITIGROUP INC SR UNSECURED 11/16 1.3	11/15/2016	1.300	450,063	448,430
295,000	CITIGROUP INC SR UNSECURED 11/17 6.125	11/21/2017	6.125	315,842	340,049
790,000	CITIGROUP INC SR UNSECURED 12/15 4.587	12/15/2015	4.587	791,675	844,205
190,000	CITIGROUP INC SUBORDINATED 09/14 5	9/15/2014	5.000	196,014	195,412
335,000	CNA FINANCIAL CORP SR UNSECURED 08/20 5.875	8/15/2020	5.875	392,402	381,910
300,000	COCA COLA AMATIL LTD COMPANY GUAR 144A 11/14 3.25	11/2/2014	3.250	311,973	305,934
470,000	COCA COLA CO/THE SR UNSECURED 11/20 2.45	11/1/2020	2.450	469,337	456,518
500,000	COCA COLA FEMSA SAB CV COMPANY GUAR 11/23 3.875	11/26/2023	3.875	492,580	493,078
350,000	COLLEGE LOAN CORPORATION TRUST COLLE 2004 1 A4	4/25/2024	0.428	327,250	333,505
360,000	COMCAST CABLE COMMUNICAT COMPANY GUAR 05/17 8.875	5/1/2017	8.875	465,797	442,079
100,000	COMCAST CORP COMPANY GUAR 01/23 2.85	1/15/2023	2.850	93,221	92,461
550,000	COMCAST CORP COMPANY GUAR 02/18 5.875	2/15/2018