Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-275713

This preliminary prospectus supplement relates to an effective registration
statement under the Securities Act of 1933, but is not complete and may be
changed. This preliminary prospectus supplement and the accompanying
prospectus are not an offer to sell these securities and we are not soliciting
an offer to buy these securities in any jurisdiction where the offer or sale
is not permitted.
SUBJECT TO COMPLETION, DATED SEPTEMBER 3, 2024
Prospectus Supplement to Prospectus dated November 22, 2023.
$
Target Corporation
% Notes due 20

Target Corporation is offering $ aggregate principal amount
of its % notes due 20 (the "
notes
"). Target will pay interest on the notes at a rate equal to % per
annum, and will pay such interest on and
of each year, beginning , 2025. The notes will mature
on , 20 .
We may redeem the notes, at our option at any time, either in whole or in
part, at the applicable redemption price described in this prospectus
supplement. If a change of control triggering event as described herein occurs
with respect to the notes, unless we have exercised our option to redeem the
notes, we will be required to offer to repurchase the notes at the price
described in this prospectus supplement.
Investing in the notes involves risks. See "
Risk Factors
" on page
S-
5
of this prospectus supplement and the information included and incorporated by
reference in this prospectus supplement and the accompanying prospectus for a
discussion of the factors you should carefully consider before deciding to
purchase the notes, including the information under Item 1.A "Risk Factors"
included in our most recent Annual Report on Form 10-K filed with the
Securities and Exchange Commission.
The notes are being offered for sale in the United States and certain
jurisdictions outside the United States in which it is lawful to make such
offers. The notes will not be listed on any securities exchange.

Public offering price Underwriting discount Proceeds, before expenses, to Target Corporation
Per note % % %
Total $ $ $

The public offering price set forth above does not include accrued interest,
if any. Interest on the notes will accrue from, and including,
, 2024.

The notes will be delivered in book-entry form only through the facilities of
The Depository Trust Company ("
DTC
"), including for the accounts of Euroclear Bank SA/NV, as operator of the
Euroclear System, or Clearstream Banking, S.A., against payment in New York,
New York on or about , 2024.

Joint Book-Running Managers

Deutsche Bank Securities J.P. Morgan Wells Fargo Securities

BofA Securities Citigroup Goldman Sachs & Co. LLC

Prospectus Supplement dated September , 2024.

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TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement S-
1
Where You Can Find More Information. S-
2
Special Note on Forward-Looking Statements S-
3
The Company S-
4
Risk Factors S-
5
Use of Proceeds S-
6
Description of Notes S-
7
U.S. Federal Income Tax Consequences S-
11
Underwriting. S-
12
Legal Opinions S-
17

Prospectus

Page
About this Prospectus 2
Where You Can Find More Information 3
Special Note on Forward-Looking Statements 4
The Company 5
Risk Factors 6
Use of Proceeds 7
Description of Debt Securities 8
Description of Common Stock 27
Description of Other Securities 30
Material U.S. Federal Income Tax Consequences 31
Plan of Distribution 40
Legal Opinions 41
Experts 41

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ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about this offering in two separate documents.
The accompanying prospectus provides general information about us and the
securities we may offer from time to time, some of which may not apply to this
offering. This prospectus supplement describes the specific details regarding
this offering. If there is any inconsistency between the information in this
prospectus supplement and the accompanying prospectus, you should rely on the
information in this prospectus supplement. You should read this prospectus
supplement, the accompanying prospectus, and any free writing prospectus
together with the additional information described under the heading "Where
You Can Find More Information."
We have not, and the underwriters have not, authorized anyone to provide you
with any information other than information incorporated by reference or set
forth in this prospectus supplement, the accompanying prospectus, or any free
writing prospectus. We do not, and the underwriters do not, take any
responsibility for, or provide any assurance as to the reliability of, any
other information that others may give you. We are not, and the underwriters
are not, making an offer to sell the notes in any state or jurisdiction where
the offer and sale is not permitted. You should not assume that the
information contained in or incorporated by reference in this prospectus
supplement, the accompanying prospectus, or in any free writing prospectus is
accurate as of any date other than their respective dates.
The distribution of this prospectus supplement and the accompanying prospectus
and the offering of the notes in certain jurisdictions may be restricted by
law. Persons into whose possession this prospectus supplement and the
accompanying prospectus come should inform themselves about and observe any
such restrictions. This prospectus supplement and the accompanying prospectus
do not constitute, and may not be used in connection with, an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation
is not authorized or in which the person making such offer or solicitation is
not qualified to do so or to any person to whom it is unlawful to make such
offer or solicitation.
When we refer to "
our company
," "
we
," "
our
," and "
us
" in this prospectus supplement under the headings "The Company" and "Use of
Proceeds," we mean Target Corporation and its subsidiaries. When these terms
are used elsewhere in this prospectus supplement, we mean Target Corporation
(parent company only) unless the context otherwise requires or indicates.
S-1
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements and other
information with the Securities and Exchange Commission (the "
SEC
"). Our SEC filings are available to the public through the Internet at the
SEC's website at www.sec.gov and may also be accessed through our website at
corporate.target.com/investors/sec-filings. Information included or available
through our website does not constitute a part of this prospectus supplement.
We "incorporate by reference" into this prospectus supplement the information
we file with the SEC, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus supplement, and information
that we file later with the SEC will automatically update, modify and, where
applicable, supersede the information contained in this prospectus supplement
or incorporated by reference into this prospectus supplement. We incorporate
by reference the documents listed below and any filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "
Exchange Act
"), on or after the date of this prospectus supplement until the completion of
the offering of notes described in this prospectus supplement (other than, in
each case, documents or information deemed to have been furnished and not
filed in accordance with SEC rules):
.
Annual Report on Form 10-K for the fiscal year ended
February 3, 2024
(including information specifically incorporated by reference into our Form
10-K from our definitive proxy statement on Schedule 14A, filed on
April 29, 2024
);
.
Quarterly Reports on Form 10-Q for the quarters ended
May 4, 2024
and
August 3,
2024
; and
.
Current Reports on Form 8-K filed on
January 18,
2024
(as amended on
August 13,
2024
) and
June 14, 2024
.
You may request a copy of these filings at no cost, by writing to or
telephoning us at the following address:
Corporate Secretary
Target Corporation
1000 Nicollet Mall
Minneapolis, Minnesota 55403
(612) 304-6073
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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus supplement, including the documents incorporated by reference
herein, contain forward-looking statements, which are based on our current
assumptions and expectations. These statements are typically accompanied by
the words "aim," "anticipate," "believe," "could," "expect," "may," "might,"
"seek," "will," "would," or similar words. All statements addressing our
future financial and operational performance and statements addressing events
and developments that we expect or anticipate will occur in the future, are
forward-looking statements.
All such forward-looking statements are intended to enjoy the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, as amended. Although we believe
there is a reasonable basis for the forward-looking statements, our actual
results could be materially different. The most important factors which could
cause our actual results to differ from our forward-looking statements are set
forth in our description of risk factors included in Item 1A, "Risk Factors"
in our Annual Report on Form 10-K for the fiscal year ended
February 3, 2024
, and in any subsequent annual report on Form 10-K, quarterly report on Form
10-Q, or current report on Form 8-K incorporated by reference herein, which
should be read in conjunction with the forward-looking statements in this
prospectus supplement, including the documents incorporated by reference
herein. Forward-looking statements speak only as of the date they are made,
and we do not undertake any obligation to update any forward-looking
statements.
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THE COMPANY
Target Corporation was incorporated in Minnesota in 1902. Our corporate
purpose is to help all families discover the joy of everyday life. We offer
our customers, referred to as "guests," everyday essentials and fashionable,
differentiated merchandise at discounted prices. We operate as a single
segment designed to enable guests to purchase products seamlessly in stores or
through our digital channels. Since 1946, we have given 5 percent of our
profit to communities.
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RISK FACTORS
Your investment in the notes involves risks and uncertainties. Prior to
deciding to purchase any notes, prospective investors should consider
carefully all of the information set forth in this prospectus supplement and
the accompanying prospectus, any free writing prospectus filed by us with the
SEC, and the documents incorporated by reference herein. In particular, you
should carefully consider the risk factors incorporated by reference from our
Annual Report on Form 10-K for the fiscal year ended
February 3, 2024
, as updated by any quarterly report on Form 10-Q or current report on Form
8-K incorporated by reference herein. We encourage you to read these risk
factors in their entirety. You should consult your financial, legal, tax, and
other professional advisors as to the risks associated with an investment in
the notes and the suitability of an investment in the notes for you.
S-5
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USE OF PROCEEDS
The net proceeds to us from this offering are estimated to be approximately $
, after deducting the underwriting discount and estimated
offering expenses payable by us. We intend to use the net proceeds from the
sale of the notes for general corporate purposes, which could include:
.
meeting working capital requirements;
.
funding capital expenditures;
.
refinancing debt;
.
paying dividends; and
.
financing share repurchases, acquisitions of businesses, and other investments.
Until the net proceeds have been used, they may be invested in short-term
investments.
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DESCRIPTION OF NOTES
The following discussion of the terms of the notes supplements the description
of the general terms and provisions of the debt securities contained in the
accompanying prospectus and identifies any general terms and provisions
described in the accompanying prospectus that will not apply to the notes.
Certain terms used but not defined in this prospectus supplement have the
meanings specified in the accompanying prospectus. In this prospectus
supplement, we refer to the % Notes due 20 as the "notes."

General
The notes will be issued in an initial aggregate principal amount of $
. We will issue the notes under an indenture, dated as of August 4, 2000
between us and The Bank of New York Mellon Trust Company, N.A. (as successor
to Bank One Trust Company, N.A.), as trustee, as supplemented by the first
supplemental indenture dated as of May 1, 2007 (the "
indenture
"). You should read the accompanying prospectus for a general discussion of
the terms and provisions of the indenture.
The notes will mature at 100% of their principal amount on , 20
. The notes will not be listed on any securities exchange.
The notes will be issued in denominations of $2,000 each and integral
multiples of $1,000 in excess thereof.
Interest
The notes will bear interest at a rate of % per annum from, and
including, , 2024 or from the most recent interest payment date on
which we paid or provided for interest on the notes. The interest payment
dates for the notes will be each and , beginning
, 2025.
See "Description of Debt Securities-Interest and Principal Payments" and
"-Fixed Rate Debt Securities" in the accompanying prospectus.
Optional Redemption
Prior to ( months prior to their maturity date) (the "
par call date
"), we may redeem the notes at our option (as described under "Description of
Debt Securities-Redemption and Repayment" in the accompanying prospectus), on
at least 10 days', but no more than 45 days', prior written notice sent (or
otherwise delivered in accordance with the applicable procedures of DTC) to
each holder of the notes to be redeemed, in whole or in part, at any time and
from time to time, at a redemption price (expressed as a percentage of
principal amount and rounded to three decimal places) equal to the greater of:

(1)
(a) the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the redemption date (assuming the
notes matured on the par call date) on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the treasury rate plus
basis points less (b) interest accrued to the date of redemption, and
(2)
100% of the principal amount of the notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption
date.
On or after the par call date, we may also redeem the notes, on at least 10
days', but no more than 45 days', prior written notice sent (or otherwise
delivered in accordance with the applicable procedures of DTC) to each holder
of the notes to be redeemed, in whole or in part, at any time and from time to
time, at a redemption price equal to 100% of the principal amount of the notes
being redeemed plus accrued and unpaid interest thereon to the redemption date.

"
Treasury rate
" means, with respect to any redemption date, the yield determined by us in
accordance with the following two paragraphs.
S-7
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The treasury rate shall be determined by us after 4:15 p.m., New York City
time (or after such time as yields on U.S. government securities are posted
daily by the Board of Governors of the Federal Reserve System), on the third
business day preceding the redemption date based upon the yield or yields for
the most recent day that appear after such time on such day in the most recent
statistical release published by the Board of Governors of the Federal Reserve
System designated as "Selected Interest Rates (Daily) - H.15" (or any
successor designation or publication) ("
H.15
") under the caption "U.S. government securities-Treasury constant
maturities-Nominal"(or any successor caption or heading) ("
H.15 TCM
"). In determining the treasury rate, we shall select, as applicable: (1) the
yield for the Treasury constant maturity on H.15 exactly equal to the period
from the redemption date to the par call date (the "
Remaining Life
"); or (2) if there is no such Treasury constant maturity on H.15 exactly
equal to the Remaining Life, the two yields - one yield corresponding to the
Treasury constant maturity on H.15 immediately shorter than and one yield
corresponding to the Treasury constant maturity on H.15 immediately longer
than the Remaining Life - and shall interpolate to the par call date on a
straight-line basis (using the actual number of days) using such yields and
rounding the result to three decimal places; or (3) if there is no such
Treasury constant maturity on H.15 shorter than or longer than the Remaining
Life, the yield for the single Treasury constant maturity on H.15 closest to
the Remaining Life. For purposes of this paragraph, the applicable Treasury
constant maturity or maturities on H.15 shall be deemed to have a maturity
date equal to the relevant number of months or years, as applicable, of such
Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM (or any
successor designation or publication) is no longer published, we shall
calculate the treasury rate based on the rate per annum equal to the
semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on
the second business day preceding such redemption date of the United States
Treasury security maturing on, or with a maturity that is closest to, the par
call date, as applicable. If there is no United States Treasury security
maturing on the par call date but there are two or more United States Treasury
securities with a maturity date equally distant from the par call date, one
with a maturity date preceding the par call date and one with a maturity date
following the par call date, we shall select the United States Treasury
security with a maturity date preceding the par call date. If there are two or
more United States Treasury securities maturing on the par call date or two or
more United States Treasury securities meeting the criteria of the preceding
sentence, we shall select from among these two or more United States Treasury
securities the United States Treasury security that is trading closest to par
based upon the average of the bid and asked prices for such United States
Treasury securities at 11:00 a.m., New York City time. In determining the
treasury rate in accordance with the terms of this paragraph, the semi-annual
yield to maturity of the applicable United States Treasury security shall be
based upon the average of the bid and asked prices (expressed as a percentage
of principal amount) at 11:00 a.m., New York City time, of such United States
Treasury security, and rounded to three decimal places.
Our actions and determinations in determining the redemption price shall be
conclusive and binding for all purposes, absent manifest error.
Any redemption of the notes may, at our discretion, be subject to one or more
conditions precedent. Any related written notice of redemption will describe
the conditions precedent and, at our discretion, will indicate that the
redemption date may be delayed or the written notice rescinded if all such
conditions precedent shall not have been satisfied or waived by us.
This section, to the extent inconsistent, supersedes the description of terms
and provisions set forth in the accompanying prospectus under "Description of
Debt Securities-Redemption and Repayment-Optional Redemption By Us" and
"-Optional Make-Whole Redemption of Debt Securities."
Change of Control Offer
If a change of control triggering event occurs with respect to the notes,
unless we have exercised our option to redeem the notes, we will be required
to make an offer (a "
change of control offer
") to each holder of the notes to repurchase all or any part (equal to $2,000
or an integral multiple of $1,000 in excess thereof) of that holder's notes on
the terms set forth in the notes. In a change of control offer, we will be
required to offer the change of control payment. Within 30 days following any
change of control triggering event or, at our option, prior to any change of
control, but after public announcement of the transaction that constitutes or
may constitute the change of control, a
S-8
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notice will be sent to holders of the notes, describing the transaction that
constitutes or may constitute the change of control triggering event and
offering to repurchase the notes on the date specified in the notice, which
date will be no earlier than 30 days and no later than 60 days from the date
such notice is sent (a "
change of control payment date
"). The notice will, if sent prior to the date of consummation of the change
of control, state that the change of control offer is conditioned on the
change of control triggering event occurring on or prior to the change of
control payment date.
On the change of control payment date, we will, to the extent lawful:
.
accept for payment all notes or portions of notes properly tendered pursuant
to the change of control offer;
.
deposit with the paying agent an amount equal to the change of control payment
in respect of the notes, or portions of notes properly tendered; and
.
deliver or cause to be delivered to the trustee the notes properly accepted
together with an officers' certificate stating the aggregate principal amount
of notes or portions of notes being repurchased.
We will not be required to make a change of control offer upon the occurrence
of a change of control triggering event if a third party makes such an offer
in the manner, at the times and otherwise in compliance with the requirements
for an offer made by us and the third party repurchases all notes properly
tendered and not withdrawn under its offer. In addition, we will not
repurchase any notes if there has occurred and is continuing on the change of
control payment date an event of default under the indenture, other than a
default in the payment of a change of control payment upon a change of control
triggering event.
We will comply with the requirements of Rule 14e-1 under the Securities
Exchange Act of 1934, as amended (the "
Exchange Act
"), and any other securities laws and regulations thereunder to the extent
those laws and regulations are applicable in connection with the repurchase of
the notes as a result of a change of control triggering event. To the extent
that the provisions of any such securities laws or regulations conflict with
the change of control offer provisions of the notes, we will comply with those
securities laws and regulations and will not be deemed to have breached our
obligations under the change of control offer provisions of the notes by
virtue of any such conflict.
For purposes of the change of control offer provisions of the notes, the
following terms will be applicable:
"
Change of control
" means the occurrence of any of the following: (1) the direct or indirect
sale, lease, transfer, conveyance, or other disposition (other than by way of
merger or consolidation), in one or more series of related transactions, of
all or substantially all of our assets and the assets of our subsidiaries,
taken as a whole, to any person, other than our company or one of our
subsidiaries; (2) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act), directly or indirectly, of more than 50% of our outstanding
voting stock or other voting stock into which our voting stock is
reclassified, consolidated, exchanged, or changed, measured by voting power
rather than number of shares; (3) we consolidate with, or merge with or into,
any person, or any person consolidates with, or merges with or into, us, in
any such event pursuant to a transaction in which any of our outstanding
voting stock or the voting stock of such other person is converted into or
exchanged for cash, securities, or other property, other than any such
transaction where the shares of our voting stock outstanding immediately prior
to such transaction constitute, or are converted into or exchanged for, a
majority of the voting stock of the surviving person or any direct or indirect
parent company of the surviving person immediately after giving effect to such
transaction; or (4) the adoption of a plan relating to our liquidation or
dissolution. Notwithstanding the foregoing, a transaction will not be deemed
to involve a change of control under clause (2) above if (i) we become a
direct or indirect wholly-owned subsidiary of a holding company and (ii)(A)
the direct or indirect holders of the voting stock of such holding company
immediately following that transaction are substantially the same as the
holders of our voting stock immediately prior to that transaction or (B)
immediately following that transaction no person (other than a holding company
satisfying the requirements of this sentence) is the beneficial owner,
directly or indirectly, of more than 50% of the voting stock of such holding
company. The term "
person
," as used in this definition, has the meaning given thereto in Section
13(d)(3) of the Exchange Act.
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"
Change of control payment
" means a payment in cash equal to 101% of the aggregate principal amount of
the notes repurchased, plus accrued and unpaid interest, if any, on such notes
to the date of repurchase.
"
Change of control triggering event
" means the occurrence of both a change of control and a rating event.
"
Fitch
" means Fitch Ratings, Inc., and its successors.
"
Investment grade rating
" means a rating equal to or higher than BBB- (or the equivalent) by Fitch,
Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P, and
the equivalent investment grade credit rating from any replacement rating
agency or rating agencies selected by us.
"
Moody's
" means Moody's Investors Service, Inc., and its successors.
"
Rating agencies
" means (1) each of Fitch, Moody's, and S&P; and (2) if any of Fitch, Moody's,
or S&P ceases to rate the notes or fails to make a rating of the notes
publicly available for reasons outside of our control, a "nationally
recognized statistical rating organization" within the meaning of Section
3(a)(62) of the Exchange Act selected by us (as certified by a resolution of
our Board of Directors) as a replacement agency for Fitch, Moody's, or S&P, or
all of them, as the case may be.
"
Rating event
" means the rating on the notes is lowered by at least two of the three rating
agencies and the notes are rated below an investment grade rating by at least
two of the three rating agencies on any day during the period (which period
will be extended so long as the rating of the notes is under publicly
announced consideration for a possible downgrade by any of the rating
agencies) commencing 60 days prior to the first public notice of the
occurrence of a change of control or our intention to effect a change of
control and ending 60 days following consummation of such change of control.

"
S&P
" means S&P Global Ratings, a division of S&P Global Inc., and its successors.
"
Voting stock
" means, with respect to any specified "person" (as that term is used in
Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of
such person that is at the time entitled to vote generally in the election of
the board of directors of such person.
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U.S. FEDERAL INCOME TAX CONSEQUENCES
Tax considerations are discussed under "Material U.S. Federal Income Tax
Consequences" in the accompanying prospectus.
S-11
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UNDERWRITING
We and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells
Fargo Securities, LLC, as representatives of the underwriters for the offering
named below, have entered into an underwriting agreement dated September
, 2024, with respect to the notes. Subject to certain conditions, each
underwriter has severally, and not jointly, agreed to purchase, and we have
agreed to sell to each underwriter, the total principal amount of notes shown
in the following table.

Underwriters Principal Amount of Notes
Deutsche Bank Securities Inc. $
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
BofA Securities, Inc.
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
Total $

Notes sold by the underwriters to the public initially will be offered at the
public offering price set forth on the cover of this prospectus supplement.
Any notes sold by the underwriters to securities dealers may be sold at a
discount from the public offering price of up to % of the
principal amount of the notes. Any such securities dealers may resell the
notes purchased from the underwriters to certain other brokers or dealers at a
discount from the public offering price of up to % of the
principal amount of the notes. If all the notes are not sold at the public
offering price, the underwriters may change such offering price and the other
selling terms. The offering of the notes by the underwriters is subject to
receipt and acceptance and subject to the underwriters' right to reject any
order in whole or in part.
The notes are a new issue of securities with no established trading market. We
have been advised by the underwriters that they intend to make a market in the
notes, but they are not obligated to do so and may discontinue such
market-making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the notes.
In connection with the offering, the underwriters may purchase and sell the
notes in the open market. These transactions may include short sales,
stabilizing transactions, and purchases to cover positions created by short
sales. Short sales involve the sale by the underwriters of a greater number of
notes than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the notes while the
offering is in progress.
The underwriters may also impose a penalty bid. This occurs when a particular
underwriter repays to the underwriters a portion of the underwriting discount
received by it because another underwriter has repurchased notes sold by or
for the account of such underwriter in stabilizing or short covering
transactions.
Stabilizing transactions may have the effect of preventing or retarding a
decline in the market price of the notes, and together with the imposition of
the penalty bid, may stabilize, maintain, or otherwise affect the market price
of the notes. As a result, the price of the notes may be higher than the price
that otherwise might exist in the open market. If these activities are
commenced, they may be discontinued by the underwriters at any time. These
transactions may be effected in the over-the-counter market or otherwise.
In addition to the underwriting discount payable to the underwriters as set
forth on the cover page of this prospectus supplement, we estimate that our
expenses for this offering will be approximately $350,000.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.
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Other Relationships
In the ordinary course of their respective businesses and in exchange for
customary fees, certain of the underwriters and their respective affiliates
have in the past provided, currently provide, and may in the future from time
to time provide, investment banking and general financing and commercial
banking services to us and certain of our affiliates. Certain of the
underwriters or their affiliates are lenders under our credit facilities.
Additionally, certain underwriters or their affiliates may hold positions in
our commercial paper, and certain underwriters may act as dealers under our
commercial paper program.
A member of our Board of Directors is also a director of Bank of America
Corporation, an affiliate of one of the underwriters.
We have been advised by the underwriters as follows: In the ordinary course of
their business activities, the underwriters and their affiliates may make or
hold a broad array of investments and actively trade debt and equity
securities (or related derivative securities) and financial instruments
(including bank loans) for their own account and for the accounts of their
customers. Such investments and securities activities may involve securities
and/or instruments of ours. Certain of the underwriters or their affiliates
that have a lending relationship with us routinely hedge, and certain other of
the underwriters or their affiliates may hedge, their credit exposure to us
consistent with their customary risk management policies. A typical such
hedging strategy would include these underwriters or their affiliates hedging
such exposure by entering into transactions which consist of either the
purchase of credit default swaps or the creation of short positions in our
securities, including potentially the notes offered hereby. Any such credit
default swaps or short positions may adversely affect future trading prices of
the notes offered hereby. The underwriters and their affiliates may also make
investment recommendations and/or publish or express independent research
views in respect of such securities or financial instruments and may hold, or
recommend to clients that they acquire, long and/or short positions in such
securities and instruments.
Sales Outside the United States
The notes are offered for sale in the United States and certain jurisdictions
outside the United States in which such offer and sale is permitted.
European Economic Area
The notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("
EEA
"). For these purposes a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "
MiFID II
"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended,
the "
Insurance Distribution Directive
"), where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor
as defined under Regulation (EU) 2017/1129 (as amended, the "
Prospectus Regulation
"). Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "
EU PRIIPs Regulation
") for offering or selling the notes or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or
selling the notes or otherwise making them available to any retail investor in
the EEA may be unlawful under the EU PRIIPs Regulation.
United Kingdom
The notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the UK. For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client, as defined in point (8) of Article 2
of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018 (the "
EUWA
"); (ii) a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (as amended, the "
FSMA
") and any rules or regulations made under the FSMA to implement the Insurance
Distribution Directive, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or
(iii) not a qualified investor as defined in Article 2 of the Prospectus
Regulation as it forms part of domestic law by virtue of the EUWA (the "
UK Prospectus Regulation
").
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Consequently, no key information document required by the PRIIPs Regulation as
it forms part of domestic law by virtue of the EUWA (the "
UK PRIIPs Regulation
") for offering or selling the notes or otherwise making them available to
retail investors in the UK has been prepared and therefore offering or selling
the notes or otherwise making them available to any retail investor in the UK
may be unlawful under the UK PRIIPs Regulation.
This prospectus supplement, the accompanying prospectus and any other material
in relation to the notes described herein are being distributed only to, and
are directed only at, persons outside the United Kingdom (the "
UK
") or, if in the UK, persons who are "qualified investors" (as defined in the
UK Prospectus Regulation) who are (i) persons having professional experience
in matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the "
Order
"), or (ii) persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations etc.") of the Order, or (iii) persons
to whom an invitation or inducement to engage in investment activity (within
the meaning of section 21 of the FSMA) in connection with the issue or sale of
any securities may otherwise lawfully be communicated or caused to be
communicated, all such persons together being referred to as "
Relevant Persons
". The notes are only available to, and any investment activity or invitation,
offer or agreement to subscribe for, purchase or otherwise acquire such notes
will be engaged in only with, Relevant Persons. This prospectus supplement and
the accompanying prospectus and their respective contents should not be
distributed, published or reproduced (in whole or in part) or disclosed by any
recipients to any other person. Any person in the UK that is not a Relevant
Person should not act or rely on this prospectus supplement or the
accompanying prospectus or any of their respective contents. The notes are not
being offered to the public in the UK.
Canada
The notes may be sold only to purchasers purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined in National
Instrument 45-106
Prospectus Exemptions
or subsection 73.3(1) of the
Securities Act
(Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations
. Any resale of the notes must be made in accordance with an exemption from,
or in a transaction not subject to, the prospectus requirements of applicable
securities laws.
Securities legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if the prospectus
(including any amendment thereto) contains a misrepresentation, provided that
the remedies for rescission or damages are exercised by the purchaser within
the time limit prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable provisions
of the securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105
Underwriting Conflicts
(NI 33-105), the underwriters are not required to comply with the disclosure
requirements of NI 33-105 regarding underwriter conflicts of interest in
connection with this offering.
Switzerland
This prospectus supplement is not intended to constitute an offer or
solicitation to purchase or invest in the notes. The notes may not be publicly
offered, directly or indirectly, in Switzerland within the meaning of the
Swiss Financial Services Act ("
FinSA
") and no application has or will be made to admit the notes to trading on any
trading venue (exchange or multilateral trading facility) in Switzerland.
Neither this prospectus supplement nor any other offering or marketing
material relating to the notes constitutes a prospectus pursuant to the FinSA,
and neither this prospectus supplement nor any other offering or marketing
material relating to the notes may be publicly distributed or otherwise made
publicly available in Switzerland.
Hong Kong
The notes may not be offered or sold in Hong Kong by means of any document
other than (a) to "professional investors" as defined in the Securities and
Futures Ordinance (Cap. 571 of the laws of Hong Kong) (the "
SFO
") and any rules made thereunder; or (b) in other circumstances which do not
result in the document being a "prospectus"
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as defined in the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32 of the laws of Hong Kong) (the "
CO
") or which do not constitute an offer to the public within the meaning of the
CO; and no advertisement, invitation or document relating to the notes may be
issued or may be in the possession of any person for the purposes of issue,
whether in Hong Kong or elsewhere, which is directed at, or the contents of
which are likely to be accessed or read by, the public of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other than with
respect to the notes which are or are intended to be disposed of only to
persons outside Hong Kong or only to "professional investors" as defined in
the SFO and any rules made thereunder.
Japan
The notes have not been and will not be registered under the Financial
Instruments and Exchange Law of Japan (Law No. 25 of 1948 of Japan, as
amended, the "
FIEL
"). In respect of the solicitation relating to the notes in Japan, no
securities registration statement under Article 4, Paragraph 1 of the FIEL has
been filed since this solicitation constitutes a "solicitation targeting QIIs"
as defined in Article 23-13, Paragraph 1 of the FIEL (the "
solicitation targeting QIIs
"). The notes may not be offered or sold, directly or indirectly, in Japan or
to, or for the benefit of, any Resident of Japan, or to others for reoffering
or resale, directly or indirectly, in Japan or to, or for the benefit of, any
Resident of Japan (as defined below), except through a solicitation
constituting a solicitation targeting QIIs, which will be exempt from the
registration requirements of the FIEL, and otherwise in compliance with, the
FIEL and any other applicable laws, regulations and ministerial guidelines of
Japan in effect at the relevant time.
Any investor desiring to acquire the notes must be aware that the notes may
not be Transferred (as defined below) to any other person unless such person
is a QII (as defined below).
In this section:
"
QII
" means a qualified institutional investor as defined in the Cabinet Ordinance
Concerning Definitions under Article 2 of the Financial Instruments and
Exchange Law of Japan (Ordinance No. 14 of 1993 of the Ministry of Finance of
Japan, as amended).
"
Transfer
" means a sale, exchange, transfer, assignment, pledge, hypothecation,
encumbrance or other disposition of all or any portion of notes, either
directly or indirectly, to another person. When used as a verb, the terms
"Transfer" and "Transferred" shall have correlative meanings.
"
Resident of Japan
" means any person resident in Japan, including any corporation or other
entity organized under the laws of Japan.
Singapore
This prospectus supplement and the accompanying prospectus have not been
registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, each underwriter has represented, warranted and agreed that it
has not offered or sold any notes or caused the notes to be made the subject
of an invitation for subscription or purchase and will not offer or sell any
notes or cause the notes to be made the subject of an invitation for
subscription or purchase, and has not circulated or distributed, nor will it
circulate or distribute, this prospectus supplement and the accompanying
prospectus or any other document or material in connection with the offer or
sale, or invitation for subscription or purchase, of the notes, whether
directly or indirectly, to any person in Singapore other than:
(i)
to an institutional investor (as defined in Section 4A of the Securities and
Futures Act 2001 of Singapore, as modified or amended from time to time (the "

SFA
")) pursuant to Section 274 of the SFA;
(ii)
to a relevant person (as defined in Section 275(2) of the SFA) pursuant to
Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the
SFA, and in accordance with the conditions specified in Section 275, of the
SFA; or
(iii)
otherwise pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA.
Where the notes are subscribed or purchased under Section 275 of the SFA by a
relevant person which is: (a) a corporation (which is not an accredited
investor (as defined in Section 4A of the SFA)) the sole business of which is

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to hold investments and the entire share capital of which is owned by one or
more individuals, each of whom is an accredited investor, or (b) a trust
(where the trustee is not an accredited investor) whose sole purpose is to
hold investments and each beneficiary of the trust is an individual who is an
accredited investor, securities or securities-based derivatives contracts
(each term as defined in Section 2(1) of the SFA) of that corporation or the
beneficiaries' rights and interest (howsoever described) in that trust shall
not be transferred within six months after that corporation or that trust has
acquired the notes pursuant to an offer made under Section 275 of the SFA,
except:
(i)
to an institutional investor or to a relevant person, or to any person arising
from an offer referred to in Section 275(1A), or Section 276(4)(i)(B) of the
SFA;
(ii)
where no consideration is or will be given for the transfer;
(iii)
where the transfer is by operation of law;
(iv)
as specified in Section 276(7) of the SFA; or
(v)
as specified in Regulation 37A of the Securities and Futures (Offers of
Investments) (Securities and Securities-based Derivatives Contracts)
Regulations 2018.
Singapore Securities and Futures Act Product Classification
-In connection with Section 309B of the SFA and the CMP Regulations 2018,
unless otherwise specified before an offer of notes, we have determined, and
hereby notify all relevant persons (as defined in Section 309A(1) of the SFA),
that the notes are "prescribed capital markets products" (as defined in the
CMP Regulations 2018) and Excluded Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).
Settlement
We expect that delivery of the notes will be made against payment therefor on
, 2024, which will be the business day following
the date of this prospectus supplement (this settlement cycle being referred
to as "
T+
"). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market
generally are required to settle in one business day, unless the parties to
the trade expressly agree otherwise. Accordingly, purchasers who wish to trade
notes prior to the first business day before delivery of the notes will be
required, by virtue of the fact that the notes will initially settle in T+
, to specify an alternate settlement cycle at the time of any trade to
prevent a failed settlement. Purchasers of the notes who wish to trade notes
prior to the first business day before the delivery of the notes should
consult their own advisors.
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LEGAL OPINIONS
The validity of the notes will be passed upon for us by Faegre Drinker Biddle
& Reath LLP, and certain legal matters in connection with this offering will
be passed upon for the underwriters by Simpson Thacher & Bartlett LLP, New
York, New York. Simpson Thacher & Bartlett LLP may rely on Faegre Drinker
Biddle & Reath LLP as to matters of Minnesota law.
S-17
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PROSPECTUS
TARGET CORPORATION
1000 Nicollet Mall
Minneapolis, Minnesota 55403
(612) 304-6073
Debt Securities
Common Stock
Preferred Stock
Depositary Shares
Warrants
Units

We may from time to time offer to sell, either separately or together, debt
securities, common stock, preferred stock, depositary shares, warrants, and
units in one or more offerings. This prospectus describes some of the general
terms that may apply to these securities and the general manner in which they
may be offered. The specific terms of any securities to be offered, and the
specific manner in which they may be offered, will be described in supplements
to this prospectus.
You should read this prospectus and any applicable prospectus supplement
carefully before you invest.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
Investing in these securities involves risks. See the information included and
incorporated by reference in this prospectus and any accompanying prospectus
supplement for a discussion of the factors you should carefully consider
before deciding to purchase these securities, including the information under
"Risk Factors" included in our most recent Annual Report on Form 10-K filed
with the Securities and Exchange Commission. See "
Risk Factors
" on page
6
of this prospectus.
Our common stock is listed on the New York Stock Exchange under the symbol
"TGT."

This prospectus is dated November 22, 2023.

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TABLE OF CONTENTS

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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, or the "SEC," utilizing a "shelf"
registration process. Under this shelf registration process, we may, from time
to time, sell any combination of the securities described in this prospectus
in one or more offerings. This prospectus provides you with a general
description of those securities. Each time we sell securities, we will provide
a prospectus supplement and, if applicable, a free writing prospectus that
will contain specific information about the terms of that offering. For more
detail on the terms of the securities, you should read the exhibits filed with
or incorporated by reference in our registration statement of which this
prospectus forms a part. The prospectus supplement and any related free
writing prospectus may also add, update, or change information contained in
this prospectus. If there is any inconsistency between the information in this
prospectus and in any prospectus supplement or free writing prospectus, you
should rely on the information in that prospectus supplement or free writing
prospectus, as applicable. You should read this prospectus, any prospectus
supplement, and any free writing prospectus together with the additional
information described under the heading "Where You Can Find More Information."
A free writing prospectus will not constitute a part of this prospectus.
The distribution of this prospectus and the applicable prospectus supplement
and the offering of the securities in certain jurisdictions may be restricted
by law. Persons into whose possession this prospectus and the applicable
prospectus supplement come should inform themselves about and observe any such
restrictions. This prospectus and the applicable prospectus supplement do not
constitute, and may not be used in connection with, an offer or solicitation
by anyone in any jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer
or solicitation.
This prospectus contains summaries of certain provisions contained in some of
the documents described herein. Please refer to the actual documents for
complete information. All of the summaries are qualified in their entirety by
the actual documents. Copies of the documents referred to herein have been
filed, or will be filed or incorporated by reference, as exhibits to the
registration statement of which this prospectus is a part, and you may obtain
copies of those documents as described under the heading "Where You Can Find
More Information."
When we refer to "our company," "we," "our," and "us" in this prospectus under
the headings "The Company" and "Use of Proceeds," we mean Target Corporation
and its subsidiaries. When these terms are used elsewhere in this prospectus,
we mean Target Corporation (parent company only) unless the context otherwise
requires or indicates.
2
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public through
the Internet at the SEC's website at www.sec.gov and may also be accessed
through our website at corporate.target.com/investors/sec-filings. Information
included or available through our website does not constitute a part of this
prospectus or any accompanying prospectus supplement.
We "incorporate by reference" into this prospectus the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update, modify and, where applicable, supersede the
information contained in this prospectus or incorporated by reference into
this prospectus. We incorporate by reference the documents listed below and
any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or
after the date of this prospectus until we sell all of the securities covered
by our registration statement, of which this prospectus forms a part (other
than, in each case, documents or information deemed to have been furnished and
not filed in accordance with SEC rules):
.
Annual Report on
Form 10-K
for the fiscal year ended January 28, 2023, filed on March 8, 2023 (including
information specifically incorporated by reference into our Form 10-K from our
definitive proxy statement on
Schedule 14A
, filed on May 1, 2023);
.
Quarterly Reports on Form 10-Q for the quarters ended
April 29, 2023
,
July 29, 2023
, and
October 28, 2023
;
.
Current Reports on Form 8-K filed on
February 14, 2023
,
June 15, 2023
,
October 17, 2023
(as amended on
November 8, 2023
), and
October 18, 2023
; and
.
the description of our common stock contained in the Registration Statement on
Form 8-A pursuant to Section 12 of the Exchange Act, as updated by the
description of our common stock contained in
Exhibit 4.2
to our Annual Report on Form 10-K for the fiscal year ended January 28, 2023,
and as subsequently amended or updated.
You may request a copy of these filings at no cost, by writing to or
telephoning us at the following address:
Corporate Secretary
Target Corporation
1000 Nicollet Mall
Minneapolis, Minnesota 55403
(612) 304-6073
We have not authorized anyone to provide you with any information other than
information incorporated by reference or set forth in this prospectus, the
applicable prospectus supplement, or any free writing prospectus. We do not
take any responsibility for, or provide any assurance as to the reliability
of, any other information that others may give you. We may only use this
prospectus to sell securities if it is accompanied by a prospectus supplement.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information contained in or
incorporated by reference in this prospectus or any prospectus supplement or
in any free writing prospectus is accurate as of any date other than their
respective dates.
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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This
prospectus and any accompanying prospectus supplement, including the documents
incorporated by reference herein and therein, contain forward-looking
statements, which are based on our current assumptions and expectations. These
statements are typically accompanied by the words "expect," "may," "could,"
"believe," "would," "might," "anticipates," or similar words. All statements
addressing our future financial and operating performance, and statements
addressing events and developments that we expect or anticipate will occur in
the future, are forward-looking statements.
All such forward-looking statements are intended to enjoy the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, as amended. Although we believe
there is a
reasonable
basis for the forward-looking statements, our actual results could be
materially different. The most important factors which could cause our actual
results to differ from our forward-looking statements are set forth in our
description of risk factors included in Item 1A, "Risk Factors" in our Annual
Report on
Form 10-K
for the fiscal year ended January 28, 2023, and in any subsequent annual
report on Form 10-K, quarterly report on Form 10-Q, or current report on Form
8-K incorporated by reference herein or in any accompanying prospectus
supplement, which should be read in conjunction with the forward-looking
statements in this prospectus and any accompanying prospectus supplement,
including the documents incorporated by reference herein and therein.
Forward-looking statements speak only as of the date they are made, and we do
not undertake any obligation to update any forward-looking statements.
4
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THE COMPANY
Target Corporation was incorporated in Minnesota in 1902. Our corporate
purpose is to help all families discover the joy of everyday life. We offer to
our customers, referred to as "guests," everyday essentials and fashionable,
differentiated merchandise at discounted prices. We operate as a single
segment designed to enable guests to purchase products seamlessly in stores or
through our digital channels. Since 1946, we have given 5 percent of our
profit to communities.
5
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RISK FACTORS
Your investment in these securities involves risks and uncertainties. Prior to
deciding to purchase any securities, prospective investors should consider
carefully all of the information set forth in this prospectus and the
applicable prospectus supplement, any free writing prospectus filed by us with
the SEC, and the documents incorporated by reference herein. In particular,
you should carefully consider the risk factors incorporated by reference from
our Annual Report on
Form 10-K
for the fiscal year ended January 28, 2023, as updated by any subsequent
annual report on Form 10-K, quarterly report on Form 10-Q, or current report
on Form 8-K incorporated by reference herein or in any accompanying prospectus
supplement. We encourage you to read these risk factors in their entirety. You
should consult your financial, legal, tax, and other professional advisors as
to the risks associated with an investment in these securities and the
suitability of the investment for you.
6
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USE OF PROCEEDS
Unless otherwise specified in the applicable prospectus supplement, we will
use the net proceeds from the sale of the offered securities for general
corporate purposes, which could include:
.
meeting working capital requirements;
.
funding capital expenditures;
.
refinancing debt;
.
paying dividends; and
.
financing share repurchases, acquisitions of businesses, and other investments.
Until the net proceeds have been used, they may be invested in short-term
investments.
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DESCRIPTION OF DEBT SECURITIES
This section describes the general terms and provisions of the debt
securities. A prospectus supplement will describe the specific terms of the
debt securities offered through that prospectus supplement and any general
terms outlined in this section that will not apply to those debt securities.

Unless otherwise specified in the applicable prospectus supplement, the debt
securities will be issued under an indenture dated as of August 4, 2000
between us and The Bank of New York Mellon Trust Company, National Association
(successor to Bank One Trust Company, N.A.), as trustee, as supplemented by
the first supplemental indenture dated as of May 1, 2007 and as further
amended or supplemented from time to time, referred to herein as the
"indenture." As used in this prospectus, "debt securities" means the
debentures, notes, bonds, and other evidences of indebtedness that we issue
and the trustee authenticates and delivers under the indenture.
We have summarized the material terms and provisions of the indenture in this
section. We have also filed the indenture as an exhibit to the registration
statement of which this prospectus is a part. You should read the indenture
for additional information before you buy any debt securities. The summary
that follows includes references to section numbers of the indenture so that
you can more easily locate these provisions.
General
The debt securities will be our direct, senior, unsecured obligations. The
indenture does not limit the amount of debt securities that we may issue and
permits us to issue debt securities from time to time. Debt securities issued
under the indenture will be issued as part of a series that has been
established by us under the indenture. (Section 301) Unless a prospectus
supplement relating to debt securities states otherwise, the indenture and the
terms of the debt securities will not contain any covenants designed to afford
holders of any debt securities protection in a highly leveraged or other
transaction involving us that may adversely affect holders of the debt
securities.
A prospectus supplement relating to a series of debt securities being offered
will include specific terms relating to the offering. (Section 301) These
terms will include some or all of the following:
.
the title of the debt securities;
.
any limit on the total principal amount of the debt securities;
.
the date or dates on which the principal of and premium, if any, on the debt
securities will be payable;
.
if the debt securities will bear interest:
.
the interest rate on the debt securities or the method by which the interest
rate can be determined;
.
the date from which interest will accrue;
.
the record and interest payment dates for the debt securities; and
.
any circumstances under which we may defer interest payments;
.
any place or places where:
.
we can make payments on the debt securities;
.
the debt securities can be surrendered for registration of transfer or
exchange; and
.
notices and demands can be given to us relating to the debt securities or
under the indenture, in addition to those specified herein;
.
any optional redemption provisions that would permit us to elect redemption of
the debt securities;
8
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.
any sinking fund provisions that would obligate us to redeem the debt
securities prior to their final maturity, or any provisions that would permit
the holders of the debt securities to elect repayment of the debt securities,
prior to their final maturity;
.
whether the debt securities will be issuable as registered securities, bearer
securities, or both;
.
if the debt securities will be issued in whole or in part in the form of
global securities, the extent to which the description of the book-entry
procedures described below under "- Book-Entry, Delivery and Form" will not
apply to such global securities - a "global security" means a debt security
that we issue in accordance with the indenture to represent all or part of a
series of debt securities;
.
the currency or currencies in which the debt securities will be denominated
and payable, if other than U.S. dollars;
.
any provisions that would permit us or the holders of the debt securities to
elect the currency or currencies in which the debt securities are paid;
.
if the amount of principal or interest payable on the debt securities will be
determined by reference to one or more indices, the manner in which such
amounts will be determined;
.
any additional events of default or covenants;
.
whether the provisions described under the heading "- Defeasance" below will
not apply to the debt securities;
.
the identity of the security registrar and paying agent for the debt
securities, if other than The Bank of New York Mellon Trust Company, N.A.; and

.
any other terms of the debt securities.
A "holder" means, with respect to a registered security, the person in whose
name the registered security is registered in the security register. (Section
101)
Unless otherwise specified in the applicable prospectus supplement, we may,
without the consent of the holders of a series of debt securities, issue
additional debt securities of that series having the same interest rate,
maturity date, and other terms (except for the price to public, issue date,
and the date from which interest begins to accrue) as such debt securities.
Any such additional debt securities, together with the initial debt
securities, will constitute a single series of debt securities under the
indenture.
Unless we specify otherwise in the applicable prospectus supplement, we will
not pay any additional amounts on the debt securities offered thereby to
compensate any beneficial owner for any United States tax withheld from
payments on such debt securities.
Exchange and Transfer
Any debt securities of a series may be exchanged for other debt securities of
that series so long as the other debt securities are denominated in authorized
denominations and have the same aggregate principal amount and same terms as
the debt securities that were surrendered for exchange. The debt securities
may be presented for registration of transfer, duly endorsed, or accompanied
by a satisfactory written instrument of transfer, at the office or agency
maintained by us for that purpose in New York, New York or any other place of
payment. However, holders of global securities may transfer and exchange
global securities only in the manner and to the extent set forth under "-
Book-Entry, Delivery and Form" below. There will be no service charge for any
registration of transfer or exchange of the debt securities, but we may
require holders to pay any tax or other governmental charge payable in
connection with a transfer or exchange of the debt securities. (Sections 305,
1002) If the applicable prospectus supplement refers to any office or agency,
in addition to the security registrar, initially designated by us where
holders can surrender the debt securities for registration of transfer or
exchange, we may at any time rescind the designation of
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any such office or agency or approve a change in the location. However, we
will be required to maintain an office or agency in each place of payment for
that series. (Section 1002)
We will not be required to:
.
register the transfer of or exchange debt securities to be redeemed for a
period of 15 calendar days preceding the mailing of the relevant notice of
redemption; or
.
register the transfer of or exchange any registered debt security selected for
redemption, in whole or in part, except the unredeemed or unpaid portion of
that registered debt security being redeemed in part. (Section 305)
Interest and Principal Payments
Payments.
Holders may present debt securities for payment of principal, premium, if any,
and interest, if any, at the office or agency maintained by us for that
purpose. On the date of this prospectus, that office is located at c/o The
Bank of New York Mellon, 240 Greenwich Street, New York, New York 10286, Attn:
Corporate Trust Window. We refer to The Bank of New York Mellon Trust Company,
National Association, acting in this capacity for the debt securities, as the
"paying agent."
Any money that we pay to the paying agent for the purpose of making payments
on the debt securities and that remains unclaimed two years after the payments
were due will, at our request, be returned to us and after that time any
holder of a debt security can only look to us for the payments on the debt
security. (Section 1003)
Recipients of Payments.
The paying agent will pay interest to the person in whose name the debt
security is registered at the close of business on the applicable record date.
Unless otherwise specified in the applicable prospectus supplement, the
"record date" means, for any interest payment date, the date 15 calendar days
prior to that interest payment date, whether or not that day is a business
day. However, upon maturity, redemption or repayment, the paying agent will
pay any interest due to the person to whom it pays the principal of the debt
security. The paying agent will make the payment on the date of maturity,
redemption, or repayment, whether or not that date is an interest payment
date. An "interest payment date" means, for any debt security, a date on
which, under the terms of that debt security, regularly scheduled interest is
payable.
Book-Entry Debt Securities.
The paying agent will make payments of principal, premium, if any, and
interest, if any, to the account of The Depository Trust Company, referred to
herein as "DTC," or any other depositary specified in the applicable
prospectus supplement, as holder of book-entry debt securities, by wire
transfer of immediately available funds. We expect that the depositary, upon
receipt of any payment, will immediately credit its participants' accounts in
amounts proportionate to their respective beneficial interests in the
book-entry debt securities as shown on the records of the depositary. We also
expect that payments by the depositary's participants to owners of beneficial
interests in the book-entry debt securities will be governed by standing
customer instructions and customary practices and will be the responsibility
of those participants.
Certificated Debt Securities.
Except as indicated below for payments of interest at maturity, redemption, or
repayment, the paying agent will make payments of interest either:
.
by check mailed to the address of the person entitled to payment as shown on
the security register; or
.
by wire transfer to an account designated by a holder, if the holder has given
written notice not later than 10 calendar days prior to the applicable
interest payment date. (Section 307)
Payments of principal, premium, if any, and interest, if any, upon maturity,
redemption or repayment on a debt security will be made in immediately
available funds against presentation and surrender of the debt security at the
office of the paying agent.
Discount Debt Securities.
Some debt securities may be considered to be issued with original issue
discount, which for these purposes includes a debt security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of maturity. We refer to these debt securities as
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"discount notes." In the event of a redemption or repayment of any discount
note or if the principal of any debt security that is considered to be issued
with original issue discount is declared to be due and payable immediately as
described under "- Events of Default" below, the amount of principal due and
payable on that debt security will be limited to:
.
the aggregate principal amount of the debt security multiplied by the sum of
.
its issue price, expressed as a percentage of the aggregate principal amount,
plus
.
the original issue discount amortized from the date of issue to the date of
declaration, expressed as a percentage of the aggregate principal amount.
For purposes of determining the amount of original issue discount that has
accrued as of any date on which a redemption, repayment, or acceleration of
maturity occurs for a discount note, original issue discount will be accrued
using a constant yield method. The constant yield will be calculated using a
30-day month, 360-day year convention, a compounding period that, except for
the initial period (as defined below), corresponds to the shortest period
between interest payment dates for the applicable discount note (with ratable
accruals within a compounding period), and an assumption that the maturity of
a discount note will not be accelerated. If the period from the date of issue
to the first interest payment date for a discount note (the "initial period")
is shorter than the compounding period for the discount note, a proportionate
amount of the yield for an entire compounding period will be accrued. If the
initial period is longer than the compounding period, then the period will be
divided into a regular compounding period and a short period with the short
period being treated as provided in the preceding sentence. The accrual of the
applicable original issue discount discussed above may differ from the accrual
of original issue discount for purposes of the Internal Revenue Code of 1986,
as amended (the "Code").
Certain Definitions.
The following are definitions of certain terms we use in this prospectus when
discussing principal and interest payments on the debt securities:
A "business day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulation to close in New York, New York.
The "depositary" means the depositary for global securities issued under the
indenture and, unless provided otherwise in the applicable prospectus
supplement, means DTC.
References in this prospectus to "U.S. dollar," "U.S.$," or "$" are to the
currency of the United States of America. References in this prospectus to
"euro" are to the single currency introduced at the commencement of the third
stage of the European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended. References in this prospectus
to "," "pounds sterling" or "sterling" are to the currency of the United
Kingdom.
Fixed Rate Debt Securities
Each fixed rate debt security will bear interest from the date of issuance at
the annual rate specified in the applicable prospectus supplement until the
principal is paid or made available for payment. Unless otherwise specified in
the applicable prospectus supplement, the following provisions will apply to
fixed rate debt securities offered pursuant to this prospectus.
How Interest Is Calculated.
Interest on fixed rate debt securities will be computed on the basis of a
360-day year of twelve 30-day months.
When Interest Is Paid.
Payments of interest on fixed rate debt securities will be made on the
interest payment dates specified in the applicable prospectus supplement.

Amount Of Interest Payable.
Interest payments for fixed rate debt securities will include accrued interest
from, and including, the issue date (or any other date specified in the
applicable prospectus supplement) or from, and including, the last interest
payment date in respect of which interest has been paid or provided for, as
the case may
11
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be, to, but excluding, the relevant interest payment date or date of maturity
or earlier redemption or repayment, as the case may be.
If A Payment Date Is Not A Business Day.
If any interest payment date is not a business day, we will pay interest on
the next business day, and no interest will accrue as a result of the delay.
If the maturity date or date of redemption or repayment is not a business day,
we will pay interest, if any, and principal and premium, if any, on the next
business day, and no additional interest will accrue as a result of the delay.

Floating Rate Debt Securities
We may issue debt securities that bear interest at a floating rate determined
by reference to a base rate specified in the applicable prospectus supplement.

Redemption and Repayment
Optional Redemption By Us.
The prospectus supplement will indicate the terms of our option, if any, to
redeem the debt securities. We will mail by first-class mail, postage prepaid,
a notice of redemption to each holder or, in the case of global securities, we
will provide such notice to the depositary, as holder of the global
securities, pursuant to the applicable procedures of the depositary, at least
30 days and not more than 60 days prior to the date fixed for redemption, or
within the redemption notice period designated in the applicable prospectus
supplement, to the address of each holder as that address appears upon the
books maintained by the security registrar. The debt securities will not be
subject to any sinking fund.
A partial redemption of the debt securities may be effected by such method as
the trustee shall deem fair and appropriate and may provide for the selection
for redemption of a portion of the principal amount of debt securities held by
a holder equal to an authorized denomination. If we redeem less than all of
the debt securities and the debt securities are then held in book-entry form,
the redemption will be made in accordance with the depositary's customary
procedures. We have been advised that it is DTC's practice to determine by the
lot the amount of each participant in the debt securities to be redeemed.
Unless we default in the payment of the redemption price, on and after the
redemption date interest will cease to accrue on the debt securities called
for redemption.
Optional Make-Whole Redemption of Debt Securities.
If the applicable prospectus supplement provides for a make-whole redemption
of debt securities at our option, the following provisions will apply unless
otherwise specified in the applicable prospectus supplement. Prior to the
applicable par call date (as defined below), we may redeem the debt
securities, in whole or in part, at any time and from time to time, at a
redemption price (expressed as a percentage of the principal amount and
rounded to three decimal places) equal to the greater of:
(1)
(a) the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the redemption date (assuming
such debt securities matured on the applicable par call date) on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
treasury rate plus the spread specified in the applicable prospectus
supplement, less (b) interest accrued to the date of redemption, and
(2)
100% of the principal amount of the debt securities to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption
date.
The following terms are relevant to the determination of the redemption price:
"Par call date" means the date specified in the applicable prospectus
supplement.
"Treasury rate" means, with respect to any redemption date, the yield
determined by us in accordance with the following two paragraphs.
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The treasury rate shall be determined by us after 4:15 p.m., New York City
time (or after such time as yields on U.S. government securities are posted
daily by the Board of Governors of the Federal Reserve System (the "FRB")), on
the third business day preceding the redemption date based upon the yield or
yields for the most recent day that appear after such time on such day in the
most recent statistical release published by the FRB designated as "Selected
Interest Rates (Daily) - H.15" (or any successor designation or publication)
("H.15") under the caption "U.S. government securities - Treasury constant
maturities - Nominal" (or any successor caption or heading) ("H.15 TCM"). In
determining the treasury rate, we shall select, as applicable: (1) the yield
for the Treasury constant maturity on H.15 exactly equal to the period from
the redemption date to the applicable par call date (the "Remaining Life"); or
(2) if there is no such Treasury constant maturity on H.15 exactly equal to
the Remaining Life, the two yields - one yield corresponding to the Treasury
constant maturity on H.15 immediately shorter than and one yield corresponding
to the Treasury constant maturity on H.15 immediately longer than the
Remaining Life - and shall interpolate to the applicable par call date on a
straight-line basis (using the actual number of days) using such yields and
rounding the result to three decimal places; or (3) if there is no such
Treasury constant maturity on H.15 shorter than or longer than the Remaining
Life, the yield for the single Treasury constant maturity on H.15 closest to
the Remaining Life. For purposes of this paragraph, the applicable Treasury
constant maturity or maturities on H.15 shall be deemed to have a maturity
date equal to the relevant number of months or years, as applicable, of such
Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM (or any
successor designation or publication) is no longer published, we shall
calculate the treasury rate based on the rate per annum equal to the
semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on
the second business day preceding such redemption date of the United States
Treasury security maturing on, or with a maturity that is closest to, the
applicable par call date, as applicable. If there is no United States Treasury
security maturing on the applicable par call date but there are two or more
United States Treasury securities with a maturity date equally distant from
the applicable par call date, one with a maturity date preceding the
applicable par call date and one with a maturity date following the applicable
par call date, we shall select the United States Treasury security with a
maturity date preceding the applicable par call date. If there are two or more
United States Treasury securities maturing on the applicable par call date or
two or more United States Treasury securities meeting the criteria of the
preceding sentence, we shall select from among these two or more United States
Treasury securities the United States Treasury security that is trading
closest to par based upon the average of the bid and asked prices for such
United States Treasury securities at 11:00 a.m., New York City time. In
determining the treasury rate in accordance with the terms of this paragraph,
the semi-annual yield to maturity of the applicable United States Treasury
security shall be based upon the average of the bid and asked prices
(expressed as a percentage of principal amount) at 11:00 a.m., New York City
time, of such United States Treasury security, and rounded to three decimal
places.
Our actions and determinations in determining the redemption price shall be
conclusive and binding for all purposes, absent manifest error.
Repayment At Option Of Holder.
Unless the applicable prospectus supplement provides otherwise, debt
securities will not be repayable at the option of the holder prior to stated
maturity. If the applicable prospectus supplement relating to a series of debt
securities indicates that the holder has the option to have us repay a debt
security of that series on a date or dates specified prior to its stated
maturity date, the repayment price will be equal 100% of the principal amount
of the debt security, together with accrued interest, if any, to the date of
repayment. For debt securities issued with original issue discount, the
prospectus supplement will specify the amounts payable upon repayment. See "-
Interest and Principal Payments - Discount Debt Securities" for the manner in
which such amounts will be determined.
For us to repay a debt security, the paying agent must receive at least 30
days but not more than 45 days prior to the repayment date:
.
the debt security with the form entitled "Election Form" on the reverse of the
debt security duly completed; or
.
a facsimile transmission or a letter from a member of a national securities
exchange or the Financial Industry Regulatory Authority, Inc. or a commercial
bank or trust company in the United States setting
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forth the name of the holder of the debt security, the principal amount of the
debt security, the principal amount of the debt security to be repaid, the
certificate number or a description of the tenor and terms of the debt
security, a statement that the option to elect repayment is being exercised
and a guarantee that the debt security to be repaid, together with the duly
completed form entitled "Option to Elect Repayment" on the reverse of the debt
security, will be received by the paying agent not later than the fifth
business day after the date of the facsimile transmission or letter. However,
the facsimile transmission or letter will only be effective if that debt
security and form duly completed are received by the paying agent by the fifth
business day after the date of that facsimile transmission or letter.
Exercise of the repayment option by the holder of a debt security will be
irrevocable. The holder may exercise the repayment option for less than the
entire principal amount of the debt security but, in that event, the principal
amount of the debt security remaining outstanding after repayment must be an
authorized denomination.
If a debt security is represented by a global security, the depositary or the
depositary's nominee will be the holder of the debt security and therefore
will be the only entity that can exercise a right to repayment. In order to
ensure that the depositary's nominee will timely exercise a right to repayment
of a particular debt security, the beneficial owner of the debt security must
instruct the broker or other direct or indirect participant through which it
holds an interest in the debt security to notify the depositary of its desire
to exercise a right to repayment. Different firms have different cut-off times
for accepting instructions from their customers and, accordingly, each
beneficial owner should consult the broker or other direct or indirect
participant through which it holds an interest in a debt security in order to
ascertain the cut-off time by which an instruction must be given in order for
timely notice to be delivered to the depositary.
We may purchase debt securities at any price in the open market or otherwise.
Debt securities so purchased by us may, at our discretion, be held or resold
or surrendered to the trustee for cancellation.
Foreign Currencies
Unless otherwise specified in the applicable prospectus supplement, the debt
securities will be denominated and payable in U.S. dollars. If any of the debt
securities are to be denominated in a foreign currency or currency unit, or if
the principal of and premium, if any, and any interest on any of the debt
securities is to be payable at your option or at our option in a currency,
including a currency unit, other than that in which such debt securities are
denominated, we will provide additional information pertaining to such debt
securities in the applicable prospectus supplement.
Denominations
Unless we state otherwise in the applicable prospectus supplement, the debt
securities will be issued only in registered form, without coupons, in
denominations of $2,000 each and integral multiples of $1,000 in excess
thereof. In the event we issue debt securities denominated in a foreign
currency, the applicable prospectus supplement will specify the authorized
denominations for those debt securities. (Section 301)
Conversion and Exchange
If any offered debt securities are convertible into common stock, preferred
stock, or depositary shares at the option of the holders or exchangeable for
common stock, preferred stock, or depositary shares at our option, the
applicable prospectus supplement will include the terms and conditions
governing any conversions and exchanges.
Bearer Debt Securities
If we ever issue bearer debt securities, the applicable prospectus supplement
will describe all of the special terms and provisions of debt securities in
bearer form, and the extent to which those special terms and provisions are
different from the terms and provisions which are described in this
prospectus, which generally apply to debt securities in registered form, and
will summarize provisions of the indenture that relate specifically to bearer
debt securities.
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Original Issue Discount
Debt securities may be issued under the indenture as original issue discount
securities and sold at a substantial discount below their stated principal
amount. If a debt security is an original issue discount security, that means
that an amount less than the principal amount of the debt security will be due
and payable upon a declaration of acceleration of the maturity of the debt
security under the indenture. (Section 101) See "- Interest and Principal
Payments - Discount Debt Securities" and "Material U.S. Federal Income Tax
Consequences" for the U.S. federal income tax consequences and other special
factors you should consider before purchasing any original issue discount
securities.
Classification of Restricted and Unrestricted Subsidiaries
The indenture contains restrictive covenants that apply to us and all of our
restricted subsidiaries. Those covenants do not apply to our unrestricted
subsidiaries. For example, the assets and indebtedness of unrestricted
subsidiaries and investments by us or our restricted subsidiaries in
unrestricted subsidiaries are not included in the calculations described under
the heading "- Restrictions on Secured Funded Debt" below. The indenture does
not require us to maintain any restricted subsidiaries and, if we do not, the
indenture will not provide any limitations on the amount of secured debt
created or incurred by our subsidiaries.
A "subsidiary" is any corporation of which we own more than 50% of the
outstanding shares of voting stock, except for directors' qualifying shares,
directly or indirectly through one or more of our other subsidiaries. "Voting
stock" means stock that is entitled in the ordinary course (
i.e.
, not only as a result of the happening of certain events) to vote in an
election for directors.
"Restricted subsidiaries" means all of our subsidiaries other than
unrestricted subsidiaries. A "wholly-owned restricted subsidiary" is a
restricted subsidiary of which we own all of the outstanding capital stock
directly or indirectly through our other wholly-owned restricted subsidiaries.

As of the date of this prospectus, we do not have any "unrestricted
subsidiaries." Subsidiaries that may be classified as unrestricted
subsidiaries in the future include:
.
certain finance subsidiaries acquired or formed by us after the date of this
prospectus;
.
any subsidiary that our board of directors in the future designates as an
unrestricted subsidiary under the indenture; and
.
any other subsidiary, including certain other existing subsidiaries, if a
majority of its voting stock is owned by an unrestricted subsidiary.
Our board of directors can at any time change a subsidiary's designation from
an unrestricted subsidiary to a restricted subsidiary if:
.
the majority of that subsidiary's voting stock is not owned by an unrestricted
subsidiary, and
.
after the change of designation, we would be in compliance with the
restrictions contained in the secured funded debt covenant described under the
heading "- Restrictions on Secured Funded Debt" below. (Sections 101, 1010(a))
Restrictions on Secured Funded Debt
The indenture limits the amount of secured funded debt that we and our
restricted subsidiaries may incur or otherwise create, including by guarantee.
Neither we nor our restricted subsidiaries may incur or otherwise create any
new secured funded debt unless immediately after the incurrence or creation:
.
the sum of
.
the aggregate principal amount of all of our outstanding secured funded debt
and that of our restricted subsidiaries (other than certain categories of
secured funded debt discussed below), plus
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.
the aggregate amount of our attributable debt and that of our restricted
subsidiaries relating to sale and lease-back transactions, does not exceed 15%
of our consolidated net tangible assets.
This limitation does not apply if the outstanding debt securities are secured
equally and ratably with or prior to the new secured funded debt. (Sections
1008(a), 1008(c))
"Secured funded debt" means funded debt which is secured by a mortgage, lien,
or other similar encumbrance upon any of our assets or those of our restricted
subsidiaries. (Section 101)
"Funded debt" means:
.
indebtedness maturing, or which we may extend or renew to mature, more than 12
months after the time the amount thereof is computed; plus
.
guarantees of indebtedness of the type described in the preceding bullet
point, or of dividends of others (except guarantees in connection with the
sale or discount of accounts receivable, trade acceptances and other paper
arising in the ordinary course of business); plus
.
funded debt secured by a mortgage, lien, or similar encumbrance on our assets
or those of our restricted subsidiaries, whether or not the funded debt
secured by that mortgage, lien, or similar encumbrance on our assets or those
of our restricted subsidiaries is assumed by us or one of our restricted
subsidiaries; plus
.
in the case of a subsidiary, all preferred stock of that subsidiary.
Funded debt does not include any amount relating to obligations under leases,
or guarantees of leases, whether or not those obligations would be included as
liabilities on our consolidated balance sheet. (Section 101)
"Indebtedness" means, except as set forth in the next sentence:
.
all items of indebtedness or liability, except capital and surplus, which
under generally accepted accounting principles would be included in total
liabilities on the balance sheet as of the date that indebtedness is being
determined;
.
indebtedness secured by a mortgage, lien, or other similar encumbrance on
property owned subject to that mortgage, lien, or other similar encumbrance,
regardless of whether the indebtedness secured by that mortgage, lien, or
other similar encumbrance was assumed; and
.
guarantees, endorsements (other than for purposes of collection), and other
contingent obligations relating to, or to purchase or otherwise acquire,
indebtedness of others, unless the amount is included in the preceding two
bullet points.
Indebtedness does not include any obligations or guarantees of obligations
relating to lease rentals, even if the obligations or guarantees of
obligations relating to lease rentals would be included as liabilities on the
consolidated balance sheet of us and our restricted subsidiaries. (Section 101)

"Attributable debt" means:
.
the balance sheet liability amount of finance leases as determined by
generally accepted accounting principles; plus
.
the amount of future minimum operating lease payments required to be disclosed
by generally accepted accounting principles, less any amounts required to be
paid on account of maintenance and repairs, insurance, taxes, assessments,
water rates, and similar charges, discounted using the methodology used to
calculate the present value of operating lease payments in our most recent
Annual Report to Shareholders reflecting that calculation.
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The amount of attributable debt relating to an operating lease that can be
terminated by the lessee with the payment of a penalty will be calculated
based on the lesser of
.
the aggregate amount of lease payments required to be made until the first
date the lease can be terminated by the lessee plus the amount of the penalty,
or
.
the aggregate amount of lease payments required to be made during the
remaining term of the lease. (Section 101)
"Consolidated net tangible assets" means the total consolidated amount of our
assets and those of our restricted subsidiaries (minus applicable reserves and
other properly deductible items and after excluding any investments made in
unrestricted subsidiaries or in corporations while they were unrestricted
subsidiaries but which are not subsidiaries at the time of the calculation),
minus
.
all liabilities and liability items, including leases or guarantees of leases,
which under generally accepted accounting principles would be included in the
balance sheet, except funded debt, capital stock and surplus, surplus
reserves, and provisions for deferred income taxes, and
.
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense, and other similar intangibles. (Section 101)
The following categories of secured funded debt will not be considered in
determining whether we are in compliance with the covenant described in the
first paragraph under the heading "- Restrictions on Secured Funded Debt":
.
secured funded debt of a restricted subsidiary owing to us or to one of our
wholly-owned restricted subsidiaries;
.
secured funded debt resulting from a mortgage, lien, or other similar
encumbrance in favor of the U.S. government or any state or any instrumentality
thereof to secure certain payments;
.
secured funded debt resulting from a mortgage, lien, or other similar
encumbrance on property, shares of stock, or indebtedness of any company
existing at the time that the company becomes one of our subsidiaries;
.
secured funded debt resulting from a mortgage, lien, or other similar
encumbrance on property, shares of stock or indebtedness which (1) exists at
the time that the property, shares of stock, or indebtedness is acquired by us
or one of our restricted subsidiaries, including acquisitions by merger or
consolidation, (2) secures the payment of any part of the purchase price of or
construction cost for the property, shares of stock, or indebtedness, or (3)
secures any indebtedness incurred prior to, at the time of, or within 120 days
after, the acquisition of the property, shares of stock, or indebtedness or
the completion of any construction of the property for the purpose of
financing all or a part of the purchase price or construction cost of the
property, shares of stock, or indebtedness, provided that, in all cases, we
continue to comply with the covenant relating to mergers and consolidations
discussed under the heading "- Consolidation, Merger or Sale" below;
.
secured funded debt secured by a mortgage, lien, or other similar encumbrance
in connection with the issuance of revenue bonds on which the interest is
exempt from U.S. federal income tax under the Code; and
.
any extension, renewal, or refunding of (1) any secured funded debt permitted
under the first paragraph under "- Restrictions on Secured Funded Debt," (2)
any secured funded debt outstanding at January 29, 2000 of any then restricted
subsidiary, or (3) any secured funded debt of any company outstanding at the
time the company became a restricted subsidiary. (Section 1008(b)).
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Restrictions on Sale and Lease-Back Transactions
The indenture provides that neither we nor any of our restricted subsidiaries
may enter into any sale and lease-back transaction involving any operating
property more than 120 days after its acquisition or the completion of its
construction and commencement of its full operation, unless either:
.
we or the restricted subsidiary could (1) create secured funded debt on the
property equal to the attributable debt with respect to the sale and
lease-back transaction and (2) still be in compliance with the restrictions on
secured funded debt (see "- Restrictions on Secured Funded Debt" above); or
.
we apply an amount, subject to credits for certain voluntary retirements of
debt securities and/or funded debt, equal to the greater of
.
the fair value of the property, or
.
the net proceeds of the sale,
within 120 days, to the retirement of secured funded debt.
This restriction will not apply to any sale and lease-back transaction
.
between us and one of our restricted subsidiaries,
.
between any of our restricted subsidiaries, or
.
involving a lease for a period, including renewals, of three years or less.
(Section 1009)
"Operating property" means any retail store, distribution center, or other
property related to our general retail business or that of one of our
subsidiaries, parking facilities, and any equipment located at, or a part of,
any of these properties if it has a net book value greater than .35% of our
consolidated net tangible assets and has been owned and operated by us or one
of our subsidiaries for more than 90 days. If we acquire a new subsidiary that
already owns and operates this type of property, then the property will not be
considered operating property until 90 days after the acquisition. (Section
101)
Consolidation, Merger or Sale
The indenture generally permits a consolidation or merger between us and
another corporation. It also permits the sale or transfer by us of all or
substantially all of our property and assets and the purchase by us of all or
substantially all of the property and assets of another corporation. These
transactions are permitted if:
.
the resulting or acquiring corporation, if other than us, assumes all of our
responsibilities and liabilities under the indenture, including the payment of
all amounts due on the debt securities and performance of the covenants in the
indenture;
.
immediately after the transaction, no event of default exists; and
.
except in the case of a consolidation or merger of a restricted subsidiary
with or into us, either:
.
we have obtained the consent of the holders of a majority in aggregate
principal amount of the outstanding debt securities (as defined in the
indenture) of each series, or
.
immediately after the transaction, the resulting or acquiring corporation
could incur additional secured funded debt and still be in compliance with the
restrictions on secured funded debt (see "- Restrictions on Secured Funded
Debt" above). (Section 801)
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Even though the indenture contains the provisions described above, we are not
required by the indenture to comply with those provisions if we sell all of
our property and assets to another corporation if, immediately after the sale:

.
that corporation is one of our wholly-owned restricted subsidiaries; and
.
we could incur additional secured funded debt and still be in compliance with
the restrictions on secured funded debt (see "- Restrictions on Secured Funded
Debt" above). (Section 803)
If we consolidate or merge with or into any other corporation or sell all or
substantially all of our assets according to the terms and conditions of the
indenture, the resulting or acquiring corporation will be substituted for us
in the indenture with the same effect as if it had been an original party to
the indenture. As a result, the successor corporation may exercise our rights
and powers under the indenture, in our name or in its own name and we will be
released from all our liabilities and obligations under the indenture and
under the debt securities. (Section 802)
Modification and Waiver
Under the indenture, we and the trustee can modify or amend the indenture with
the consent of the holders of a majority in aggregate principal amount of the
outstanding debt securities of each series of debt securities affected by the
modification or amendment. However, we may not, without the consent of the
holder of each debt security affected:
.
change the stated maturity date of any payment of principal or interest;
.
reduce certain payments due on the debt securities;
.
change the place of payment or currency in which any payment on the debt
securities is payable;
.
limit a holder's right to sue us for the enforcement of certain payments due
on the debt securities;
.
reduce the percentage of outstanding debt securities required to consent to a
modification or amendment of the indenture;
.
limit a holder's right, if any, to repayment of debt securities at the
holder's option; or
.
modify any of the foregoing requirements or a reduction in the percentage of
outstanding debt securities required to waive compliance with certain
provisions of the indenture or to waive certain defaults under the indenture.
(Section 902)
Under the indenture, the holders of a majority in aggregate principal amount
of the outstanding debt securities of any series of debt securities may, on
behalf of all holders of that series:
.
waive compliance by us with certain restrictive covenants of the indenture; and
.
waive any past default under the indenture, except:
.
a default in the payment of the principal of or any premium or interest on any
debt securities of that series; or
.
a default under any provision of the indenture which itself cannot be modified
or amended without the consent of the holders of each outstanding debt
security of that series. (Sections 1012, 513)
Events of Default
Unless otherwise specified in the applicable prospectus supplement, an "event
of default" means, when used in the indenture with respect to any series of
debt securities, any of the following:
.
failure to pay interest on any debt security of that series for 30 days after
the payment is due;
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.
failure to pay the principal of or any premium on any debt security of that
series when due;
.
failure to deposit any sinking fund payment on debt securities of that series
when due;
.
failure to perform any other covenant in the indenture that applies to debt
securities of that series for 90 days after we have received written notice of
the failure to perform in the manner specified in the indenture;
.
default under any indebtedness for money borrowed by us or one of our
subsidiaries, including other series of debt securities, or under any
mortgage, lien, or other similar encumbrance, indenture, or instrument,
including the indenture, which secures any indebtedness for borrowed money,
and which results in acceleration of the maturity of an outstanding principal
amount of indebtedness greater than $100 million, unless the acceleration is
rescinded, or the indebtedness is discharged, within 10 days after we have
received written notice of the default in the manner specified in the
indenture;
.
certain events in bankruptcy, insolvency or reorganization; or
.
any other event of default that may be specified for the debt securities of
that series when that series is created. (Section 501)
If an event of default for any series of debt securities occurs and continues,
the trustee or the holders of at least 25% in aggregate principal amount of
the outstanding debt securities of the series may declare the entire principal
of all the debt securities of that series to be due and payable immediately.
If a declaration occurs, the holders of a majority of the aggregate principal
amount of the outstanding debt securities of that series can, subject to
certain conditions, rescind the declaration. (Sections 502, 513)
The prospectus supplement relating to each series of debt securities which are
original issue discount securities will describe the particular provisions
that relate to the acceleration of maturity of a portion of the principal
amount of that series when an event of default occurs and continues.
An event of default for a particular series of debt securities does not
necessarily constitute an event of default for any other series of debt
securities issued under the indenture. The indenture requires us to file an
officers' certificate with the trustee each year that states that certain
defaults do not exist under the terms of the indenture. (Section 1011) The
trustee may withhold notice to the holders of debt securities of any default,
except defaults in the payment of principal, premium, interest, or any sinking
fund installment, if it considers the withholding of notice to be in the best
interests of the holders. (Section 602)
Other than its duties in the case of a default, a trustee is not obligated to
exercise any of its rights or powers under the indenture at the request,
order, or direction of any holders, unless the holders offer the trustee
reasonable indemnification. (Sections 601, 603) If reasonable indemnification
is provided, then, subject to certain other rights of the trustee, the holders
of a majority in principal amount of the outstanding debt securities of any
series may, with respect to the debt securities of that series, direct the
time, method and place of:
.
conducting any proceeding for any remedy available to the trustee; or
.
exercising any trust or power conferred upon the trustee. (Sections 512, 603)
The holder of a debt security of any series will have the right to begin any
proceeding with respect to the indenture or for any remedy only if:
.
the holder has previously given the trustee written notice of a continuing
event of default with respect to that series;
.
the holders of at least 25% in aggregate principal amount of the outstanding
debt securities of that series have made a written request of, and offered
reasonable indemnification to, the trustee to begin the proceeding;
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.
the trustee has not started the proceeding within 60 days after receiving the
request; and
.
the trustee has not received directions inconsistent with the request from the
holders of a majority in aggregate principal amount of the outstanding debt
securities of that series during those 60 days. (Section 507)
However, the holder of any debt security will have an absolute right to
receive payment of principal of and any premium and interest on the debt
security when due and to institute suit to enforce the payment. (Section 508)

Defeasance
Defeasance and Discharge.
At the time that we establish a series of debt securities under the indenture,
we may provide that the debt securities of that series are subject to the
defeasance and discharge provisions of the indenture. Unless otherwise
specified in the applicable prospectus supplement, the debt securities offered
thereby will be subject to the defeasance and discharge provisions of the
indenture, and we will be discharged from our obligations on the debt
securities of that series if we deposit with the trustee, in trust, sufficient
money or government obligations to pay the principal, interest, any premium,
and any other sums due on the debt securities of that series, such as sinking
fund payments, on the dates the payments are due under the indenture and the
terms of the debt securities. (Section 403) As used above, "government
obligations" means:
.
securities of the same government which issued the currency in which the
series of debt securities are denominated and in which interest is payable; or

.
securities of government agencies backed by the full faith and credit of that
government. (Section 101)
In the event that we deposit funds in trust and discharge our obligations
under a series of debt securities as described above, then:
.
the indenture will no longer apply to the debt securities of that series
(except for obligations to compensate, reimburse, and indemnify the trustee,
to register the transfer and exchange of debt securities, to replace lost,
stolen, or mutilated debt securities and to maintain paying agencies and the
trust funds); and
.
holders of debt securities of that series can only look to the trust fund for
payment of principal, any premium, and interest on the debt securities of that
series. (Section 403)
Defeasance of Certain Covenants and Certain Events of Default.
At the time that we establish a series of debt securities under the indenture,
we can provide that the debt securities of that series are subject to the
covenant defeasance provisions of the indenture. Unless otherwise specified in
the applicable prospectus supplement, the debt securities offered thereby will
be subject to the covenant defeasance provisions of the indenture, and if we
make the deposit described in this section under the heading "- Defeasance and
Discharge" above:
.
we will not have to comply with the following restrictive covenants contained
in the indenture:
.
Consolidation, Merger or Sale (Sections 801, 803);
.
Restrictions on Secured Funded Debt (Section 1008);
.
Restrictions on Sale and Lease-Back Transactions (Section 1009);
.
Classification of Restricted and Unrestricted Subsidiaries (Section 1010); and
.
any other covenant we designate when we establish the series of debt
securities; and
.
we will not have to treat the events described in the fourth bullet point
under the heading "- Events of Default" as they relate to the covenants listed
above that have been defeased and no longer are in effect and the events
described in the fifth, sixth and seventh bullet points under the heading "-
Events of Default" as events of default under the indenture in connection with
that series.
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In the event of a defeasance, our obligations under the indenture and the debt
securities, other than with respect to the covenants and the events of default
specifically referred to above, will remain in effect. (Section 1501)
If we exercise our option not to comply with the certain covenants listed
above and the debt securities of that series become immediately due and
payable because an event of default has occurred, other than as a result of an
event of default specifically referred to above, the amount of money and/or
government obligations on deposit with the trustee will be sufficient to pay
the principal, interest, any premium, and any other sums due on the debt
securities of that series (such as sinking fund payments) on the date the
payments are due under the indenture and the terms of the debt securities, but
may not be sufficient to pay amounts due at the time of acceleration. However,
we would remain liable for the balance of the payments. (Section 1501)
Substitution of Collateral.
Unless otherwise specified in the applicable prospectus supplement, we will
have the ability to, at any time, withdraw any money or government obligations
deposited under the defeasance provisions described above if we simultaneously
substitute other money and/or government obligations which would satisfy our
payment obligations on the debt securities of that series under the defeasance
provisions applicable to those debt securities. (Section 402)
Tax Consequences.
Under U.S. federal income tax law, a defeasance and discharge as described
above generally will be treated as an exchange of the related debt securities
for an interest in the trust mentioned above. Each holder generally will be
required to recognize gain or loss equal to the difference between:
.
the holder's cost or other tax basis in the debt securities, and
.
the value of the holder's interest in the trust.
Holders might also be required to include in income a share of the income,
gain or loss of the trust, including gain or loss recognized in connection
with any substitution of collateral, as described under the heading "-
Substitution of Collateral" above. The exercise of a covenant defeasance may
also be treated for U.S. federal income tax purposes as a deemed exchange of
the related debt securities for the debt securities as modified. You are urged
to consult your own tax advisers as to the specific consequences of a
defeasance and discharge or covenant defeasance as described above, including
the applicability and effect of tax laws other than U.S. federal income tax
law.
Book-Entry, Delivery and Form
We have obtained the information in this section concerning DTC, Clearstream
Banking,
societe anonyme
, or "Clearstream," and Euroclear Bank S.A./N.V., as operator of the Euroclear
System, or "Euroclear," and the book-entry system and procedures from sources
that we believe to be reliable, but we take no responsibility for the accuracy
of this information.
Unless otherwise specified in the applicable prospectus supplement, the debt
securities will be issued as fully-registered global securities which will be
deposited with, or on behalf of, DTC and registered, at the request of DTC, in
the name of Cede & Co. Beneficial interests in the global securities will be
represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct or indirect participants in DTC. The
direct and indirect participants will remain responsible for keeping account
of their holdings on behalf of their customers. Investors may elect to hold
their interests in the global securities through either DTC (in the United
States) or (in Europe) through Clearstream or through Euroclear. Investors may
hold their interests in the global securities directly if they are
participants of such systems, or indirectly through organizations that are
participants in these systems. Interests held through Clearstream and
Euroclear will be recorded on DTC's books as being held by the U.S. depositary
for each of Clearstream and Euroclear (the "U.S. Depositaries"), which U.S.
Depositaries will, in turn, hold interests on behalf of their participants'
customers' securities accounts. Unless otherwise specified in the applicable
prospectus supplement, beneficial interests in the global securities will be
held in denominations of $2,000 and multiples of $1,000 in excess thereof.
Except as set forth below, the global securities may be transferred, in whole
and not in part, only to another nominee of DTC or to a successor of DTC or
its nominee.
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Debt securities represented by a global security can be exchanged for
definitive securities in registered form only if:
.
DTC notifies us that it is unwilling or unable to continue as depositary for
that global security and we do not appoint a qualified successor depositary
within 90 days after receiving that notice;
.
at any time DTC ceases to be a clearing agency registered under the Exchange
Act and we do not appoint a successor depositary within 90 days after becoming
aware that DTC has ceased to be registered as a clearing agency;
.
we in our sole discretion determine that such global security will be
exchangeable for definitive securities in registered form or elect to
terminate the book-entry system through DTC and notify the trustee of our
decision; or
.
an event of default with respect to the debt securities represented by that
global security has occurred and is continuing.
A global security that can be exchanged as described in the preceding sentence
will be exchanged for definitive securities issued in authorized denominations
in registered form for the same aggregate amount. The definitive securities
will be registered in the names of the owners of the beneficial interests in
the global security as directed by DTC.
We will make principal and interest payments on all debt securities
represented by a global security to the paying agent which in turn will make
payment to DTC or its nominee, as the case may be, as the sole registered
owner and the sole holder of the debt securities represented by a global
security for all purposes under the indenture. Accordingly, we, the trustee
and any paying agent will have no responsibility or liability for:
.
any aspect of DTC's records relating to, or payments made on account of,
beneficial ownership interests in a debt security represented by a global
security;
.
any other aspect of the relationship between DTC and its participants or the
relationship between those participants and the owners of beneficial interests
in a global security held through those participants; or
.
the maintenance, supervision, or review of any of DTC's records relating to
those beneficial ownership interests.
DTC's current practice is to credit direct participants' accounts on each
payment date with payments in amounts proportionate to their respective
beneficial interests in the principal amount of such global security as shown
on DTC's records, upon DTC's receipt of funds and corresponding detail
information. The underwriters or agents for the debt securities represented by
a global security will initially designate the accounts to be credited.
Payments by participants to owners of beneficial interests in a global
security will be governed by standing instructions and customary practices, as
is the case with securities held for customer accounts registered in "street
name," and will be the sole responsibility of those participants, and not of
DTC or its nominee, the trustee, any agent of ours, or us, subject to any
statutory or regulatory requirements. Book-entry notes may be more difficult
to pledge because of the lack of a physical note.
DTC
So long as DTC or its nominee is the registered owner of a global security,
DTC or its nominee, as the case may be, will be considered the sole owner and
holder of the debt securities represented by that global security for all
purposes of the debt securities. Owners of beneficial interests in the debt
securities will not be entitled to have debt securities registered in their
names, will not receive or be entitled to receive physical delivery of the
debt securities in definitive form and will not be considered owners or
holders of debt securities under the indenture. Accordingly, each person
owning a beneficial interest in a global security must rely on the procedures
of DTC and, if that person is not a DTC participant, on the procedures of the
participant through which that person owns its interest, to exercise any
rights of a holder of debt securities. The laws of some jurisdictions may
require that certain purchasers of securities take physical delivery of the
securities in certificated form. These laws may impair the ability to transfer

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beneficial interests in a global security. Beneficial owners may experience
delays in receiving distributions on their debt securities since distributions
will initially be made to DTC and must then be transferred through the chain
of intermediaries to the beneficial owner's account.
We understand that, under existing industry practices, if we request holders
to take any action, or if an owner of a beneficial interest in a global
security desires to take any action which a holder is entitled to take under
the indenture, then DTC would authorize the participants holding the relevant
beneficial interests to take that action and those participants would
authorize the beneficial owners owning through such participants to take that
action or would otherwise act upon the instructions of beneficial owners
owning through them.
Beneficial interests in a global security will be shown on, and transfers of
those ownership interests will be effected only through, records maintained by
DTC and its participants for that global security. The conveyance of notices
and other communications by DTC to its participants and by its participants to
owners of beneficial interests in the debt securities will be governed by
arrangements among them, subject to any statutory or regulatory requirements
in effect.
DTC is a limited-purpose trust company organized under the New York banking
law, a "banking organization" within the meaning of the New York Banking Law,
a member of the FRB, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
Exchange Act. DTC is a wholly owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National
Securities Clearing Corporation and Fixed Income Clearing Corporation, all of
which are registered clearing agencies. DTCC is owned by the users of its
regulated subsidiaries.
DTC holds the securities of its participants and facilitates the clearance and
settlement of securities transactions among its participants in such
securities through electronic book-entry changes in accounts of its
participants. The electronic book-entry system eliminates the need for
physical certificates. DTC's participants include securities brokers and
dealers, including underwriters, banks, trust companies, clearing
corporations, and certain other organizations, some of which, and/or their
representatives, own DTCC. Banks, brokers, dealers, trust companies, and
others that clear through or maintain a custodial relationship with a
participant, either directly or indirectly, also have access to DTC's
book-entry system. The rules applicable to DTC and its participants are on
file with the SEC.
The above information with respect to DTC has been provided to its
participants and other members of the financial community for informational
purposes only and is not intended to serve as a representation, warranty, or
contract modification of any kind.
Clearstream
Clearstream is incorporated under the laws of Luxembourg as an international
clearing system. Clearstream holds securities for its participating
organizations, or "Clearstream Participants," and facilitates the clearance
and settlement of securities transactions between Clearstream Participants
through electronic book-entry changes in accounts of Clearstream Participants,
thereby eliminating the need for physical movement of certificates.
Clearstream provides to Clearstream Participants, among other things, services
for safekeeping, administration, clearance, and settlement of internationally
traded securities and securities lending and borrowing. Clearstream interfaces
with domestic securities markets in several countries. As a professional
depositary, Clearstream is subject to regulation by the Luxembourg Commission
for the Supervision of the Financial Sector (Commission de Surveillance du
Secteur Financier). Clearstream Participants are recognized financial
institutions around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. Clearstream's U.S. Participants are limited to securities
brokers and dealers and banks. Indirect access to Clearstream is also
available to others, such as banks, brokers, dealers, and trust companies that
clear through or maintain a custodial relationship with a Clearstream
Participant either directly or indirectly.
Distributions with respect to debt securities held beneficially through
Clearstream will be credited to cash accounts of Clearstream Participants in
accordance with its rules and procedures, to the extent received by the U.S.
Depositary for Clearstream.
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Euroclear
Euroclear was created in 1968 to hold securities for participants of
Euroclear, or "Euroclear Participants," and to clear and settle transactions
between Euroclear Participants through simultaneous electronic book-entry
delivery against payment, thereby eliminating the need for physical movement
of certificates and any risk from lack of simultaneous transfers of securities
and cash. Euroclear performs various other services, including securities
lending and borrowing and interacts with domestic markets in several
countries. Euroclear is operated by Euroclear Bank S.A./N.V., or the
"Euroclear Operator," under contract with Euroclear plc, a U.K. corporation.
All operations are conducted by the Euroclear Operator, and all Euroclear
securities clearance accounts and Euroclear cash accounts are accounts with
the Euroclear Operator, not Euroclear plc. Euroclear plc establishes policy
for Euroclear on behalf of Euroclear Participants. Euroclear Participants
include banks, including central banks, securities brokers, and dealers and
other professional financial intermediaries. Indirect access to Euroclear is
also available to other firms that clear through or maintain a custodial
relationship with a Euroclear Participant, either directly or indirectly.
Euroclear is an indirect participant in DTC.
The Euroclear Operator is a Belgian bank. As such, it is regulated by the
Belgian Banking and Finance Commission and the National Bank of Belgium.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian
law, which we will refer to herein as the "Terms and Conditions." The Terms
and Conditions govern transfers of securities and cash within Euroclear,
withdrawals of securities and cash from Euroclear, and receipts of payments
with respect to securities in Euroclear. All securities in Euroclear are held
on a fungible basis without attribution of specific certificates to specific
securities clearance accounts. The Euroclear Operator acts under the Terms and
Conditions only on behalf of Euroclear Participants, and has no record of or
relationship with persons holding through Euroclear Participants.
Distributions with respect to debt securities held beneficially through
Euroclear will be credited to the cash accounts of Euroclear Participants in
accordance with the Terms and Conditions, to the extent received by the
Euroclear Operator.
Investors that acquire, hold, and transfer interests in the debt securities by
book-entry through accounts with the Euroclear Operator or any other
securities intermediary are subject to the laws and contractual provisions
governing their relationship with such intermediary, as well as the laws and
contractual provisions governing the relationship between such an intermediary
and each other intermediary, if any, standing between themselves and the
global securities.
Global Clearance and Settlement Procedures
Unless otherwise specified in the applicable prospectus supplement, initial
settlement for the debt securities will be made in immediately available
funds. Secondary market trading between DTC participants will occur in the
ordinary way in accordance with DTC rules and will be settled in immediately
available funds using DTC's Same-Day Funds Settlement System. Secondary market
trading between Clearstream Participants and/or Euroclear Participants will
occur in the ordinary way in accordance with the applicable rules and
operating procedures of Clearstream and Euroclear and will be settled using
the procedures applicable to conventional eurobonds in immediately available
funds.
Cross-market transfers between persons holding directly or indirectly through
DTC, on the one hand, and directly or indirectly through Clearstream
Participants or Euroclear Participants, on the other, will be effected through
DTC in accordance with DTC rules on behalf of the relevant European
international clearing system by its U.S. Depositary; however, such
cross-market transactions will require delivery of instructions to the
relevant European international clearing system by the counterparty in such
system in accordance with its rules and procedures and within its established
deadlines (European time). The relevant European international clearing system
will, if the transaction meets its settlement requirements, deliver
instructions to its U.S. Depositary to take action to effect final settlement
on its behalf by delivering or receiving debt securities through DTC, and
making or receiving payment in accordance with normal procedures for same-day
funds settlement applicable to DTC.
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Clearstream Participants and Euroclear Participants may not deliver
instructions directly to their respective U.S. Depositaries.
Because of time-zone differences, credits of debt securities received through
Clearstream or Euroclear as a result of a transaction with a DTC participant
will be made during subsequent securities settlement processing and dated the
business day following the DTC settlement date. Such credits or any
transactions in such debt securities settled during such processing will be
reported to the relevant Euroclear Participants or Clearstream Participants on
such business day. Cash received in Clearstream or Euroclear as a result of
sales of debt securities by or through a Clearstream Participant or a
Euroclear Participant to a DTC participant will be received with value on the
DTC settlement date but will be available in the relevant Clearstream or
Euroclear cash account only as of the business day following settlement in DTC.

If the debt securities are cleared only through Euroclear and Clearstream (and
not DTC), you will be able to make and receive through Euroclear and
Clearstream payments, deliveries, transfers, exchanges, notices, and other
transactions involving any securities held through those systems only on days
when those systems are open for business. Those systems may not be open for
business on days when banks, brokers, and other institutions are open for
business in the United States. In addition, because of time-zone differences,
U.S. investors who hold their interests in the securities through these
systems and wish to transfer their interests, or to receive or make a payment
or delivery or exercise any other right with respect to their interests, on a
particular day may find that the transaction will not be effected until the
next business day in Luxembourg or Brussels, as applicable. Thus, U.S.
investors who wish to exercise rights that expire on a particular day may need
to act before the expiration date.
Although DTC, Clearstream, and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of debt securities among
participants of DTC, Clearstream, and Euroclear, they are under no obligation
to perform or continue to perform such procedures and such procedures may be
modified or discontinued at any time. Neither we nor any paying agent will
have any responsibility for the performance by DTC, Euroclear, or Clearstream
or their respective direct or indirect participants of their obligations under
the rules and procedures governing their operations.
The Trustee
From time to time, we and certain of our subsidiaries may maintain deposit
accounts and may conduct other banking transactions with the trustee or its
affiliates in the ordinary course of business.
Notices
Unless otherwise specified in the applicable prospectus supplement, any
notices required to be given to the holders of the debt securities in global
form will be given to the depositary.
Governing Law
The indenture is, and the debt securities will be, governed by, and construed
in accordance with, Minnesota law.
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DESCRIPTION OF COMMON STOCK
This section describes the general terms and provisions of the shares of our
common stock. The prospectus supplement will describe the specific terms of
the common stock offered through that prospectus supplement and any general
terms outlined in this section that will not apply to that common stock.
We have summarized the material terms and provisions of our common stock and
applicable provisions of law in this section. The summary is subject to and
qualified in its entirety by reference to our amended and restated articles of
incorporation, our bylaws, and the applicable provisions of the Minnesota
Business Corporation Act ("MBCA"). Our amended and restated articles of
incorporation and our bylaws are incorporated by reference as exhibits to the
registration statement of which this prospectus is a part. You should read our
amended and restated articles of incorporation and our bylaws for additional
information before you buy any common stock.
General
Shares Outstanding.
As of November 17, 2023, our authorized common stock was 6,000,000,000 shares,
of which 461,661,800 shares were issued and outstanding.
Dividends.
Holders of common stock may receive dividends if, when and as declared by our
board of directors out of our funds that we can legally use to pay dividends.
We may pay dividends in cash, stock, or other property. In certain cases,
holders of common stock may not receive dividends until we have satisfied our
obligations to any holders of outstanding preferred stock.
Voting Rights.
Holders of common stock have the exclusive power to vote on all matters
presented to our shareholders unless Minnesota law or the certificate of
designation for an outstanding series of preferred stock gives the holders of
that preferred stock the right to vote on certain matters. Each holder of
common stock is entitled to one vote per share. Holders of common stock may
not cumulate their votes when voting for directors, which means that a holder
cannot cast more than one vote per share for each director.
Other Rights.
If we voluntarily or involuntarily liquidate, dissolve, or wind up our
business, holders of common stock will receive pro rata, according to shares
held by them, any remaining assets distributable to our shareholders after we
have provided for any liquidation preference for outstanding shares of
preferred stock. When we issue securities in the future, holders of common
stock have no preemptive rights to buy any portion of those issued securities.
Holders of our common stock have no rights to have their shares of common
stock redeemed by us or to convert their shares of common stock into shares of
any other class of our capital stock.
Listing.
Our outstanding shares of common stock are listed on the New York Stock
Exchange under the symbol "TGT." EQ Shareowner Services serves as the transfer
agent and registrar for our common stock.
Fully Paid.
The outstanding shares of common stock are fully paid and nonassessable. This
means the full purchase price for the outstanding shares of common stock has
been paid and the holders of such shares will not be assessed any additional
amounts for such shares. Any additional common stock that we may issue in the
future pursuant to an offering under this prospectus or upon the conversion or
exercise of other securities offered under this prospectus will also be fully
paid and nonassessable.
Anti-takeover Provisions Contained in Our Articles of Incorporation and Bylaws
Certain provisions of our amended and restated articles of incorporation and
bylaws may make it less likely that our management would be changed or someone
would acquire voting control of our company without our board's consent. These
provisions may delay, deter, or prevent tender offers or takeover attempts
that shareholders may believe are in their best interests, including tender
offers or attempts that might allow shareholders to receive premiums over the
market price of their common stock.
Preferred Stock.
Our board of directors can at any time, under our amended and restated
articles of incorporation, and without shareholder approval, issue one or more
new series of preferred stock. In some cases, the issuance of preferred stock
without shareholder approval could discourage or make more difficult attempts
to take control of our company through a merger, tender offer, proxy contest,
or otherwise. Preferred stock with special
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voting rights or other features issued to persons favoring our management
could stop a takeover by preventing the person trying to take control of our
company from acquiring enough voting shares necessary to take control.
Nomination Procedures.
In addition to our board of directors, shareholders can nominate candidates
for our board of directors. However, a shareholder must follow the advance
notice procedures described in Section 2.09 of our bylaws. In general, a
shareholder must submit a written notice of the nomination to our corporate
secretary at least 90 days before the anniversary date of the prior year's
annual meeting of shareholders, together with required information regarding
the shareholder proponent and the nominee and the written consent of the
nominee to serve as director. Shareholders seeking to have director
nominations included in our annual proxy statement must comply with the
requirements of Section 2.10 of our bylaws. Among other things, the
shareholder, or group of up to 20 shareholders, must own 3% or more of our
outstanding common stock continuously for at least the previous three years to
nominate and include in our annual proxy statement director nominees
constituting up to 20% of our board of directors or at least two directors.

Proposal Procedures.
Shareholders can propose that business other than nominations to our board of
directors be considered at an annual meeting of shareholders only if a
shareholder follows the advance notice procedures described in our bylaws. In
general, a shareholder must submit a written notice of the proposal together
with required information regarding the shareholder and the shareholder's
interest in the proposal to our corporate secretary at least 90 days before
the anniversary date of the previous year's annual meeting of our
shareholders. Shareholders seeking to have a proposal, other than director
nominations, included in our annual proxy statement must comply with the
requirements of Rule 14a-8 of the proxy rules under the federal securities
laws.
Amendment of Bylaws.
Under our bylaws, our board of directors can adopt, amend, or repeal the
bylaws, subject to limitations under the MBCA. Our shareholders also have the
power to change or repeal our bylaws.
Certain Provisions of the MBCA
Shareholder Action by Unanimous Written Consent.
Section 302A.441 of the MBCA provides that action may be taken by shareholders
without a meeting only by unanimous written consent.
Control Share Provision.
Section 302A.671 of the MBCA applies, with certain exceptions, to any
acquisition of our voting stock (from a person other than us and other than in
connection with certain mergers and exchanges to which we are a party)
resulting in the acquiring person owning 20% or more of our voting stock then
outstanding. Section 302A.671 requires approval of any such acquisitions by
both (i) the affirmative vote of the holders of a majority of the shares
entitled to vote, including shares held by the acquiring person, and (ii) the
affirmative vote of the holders of a majority of the shares entitled to vote,
excluding all interested shares. In general, shares acquired in the absence of
such approval are denied voting rights and are redeemable at their then fair
market value by us within 30 days after the acquiring person has failed to
give a timely information statement to us or the date the shareholders voted
not to grant voting rights to the acquiring person's shares.
Business Combination Provision.
Section 302A.673 of the MBCA generally prohibits us or any of our subsidiaries
from entering into any merger, share exchange, sale of material assets or
similar transaction with a 10% shareholder within four years following the
date the person became a 10% shareholder, unless either the transaction or the
person's acquisition of shares is approved prior to the person becoming a 10%
shareholder by a committee of all of the disinterested members of our board of
directors.
Takeover Offer; Fair Price.
Under Section 302A.675 of the MBCA, an offeror may not acquire shares of a
publicly held corporation within two years following the last purchase of
shares pursuant to a takeover offer with respect to that class, including
acquisitions made by purchase, exchange, merger, consolidation, partial or
complete liquidation, redemption, reverse stock split, recapitalization,
reorganization, or any other similar transaction, unless (i) the acquisition
is approved by a committee of the board's disinterested directors before the
purchase of any shares by the offeror pursuant to the earlier takeover offer,
or (ii) shareholders are afforded, at the time of the proposed acquisition, a
reasonable opportunity to dispose of the shares to the offeror upon
substantially equivalent terms as those provided in the earlier takeover offer.

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Greenmail Restrictions.
Under Section 302A.553 of the MBCA, a corporation is prohibited from buying
shares at an above-market price from a greater than 5% shareholder who has
held the shares for less than two years unless (i) the purchase is approved by
holders of a majority of the outstanding shares entitled to vote, or (ii) the
corporation makes an equal or better offer to all shareholders for all other
shares of that class or series and any other class or series into which they
may be converted.
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DESCRIPTION OF OTHER SECURITIES
We will set forth in the applicable prospectus supplement a description of any
preferred stock, depositary shares, warrants, or units that may be offered
pursuant to this prospectus.
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a summary of the material U.S. federal income tax
consequences relevant to the purchase, beneficial ownership and disposition of
the debt securities offered by this prospectus. The material U.S. federal
income tax consequences relevant to the purchase, beneficial ownership and
disposition of common stock, preferred stock, depositary shares, warrants, and
units offered by this prospectus will be provided in the applicable prospectus
supplement. This summary is based on the Code, Treasury regulations
promulgated thereunder ("Treasury Regulations"), administrative pronouncements
of the U.S. Internal Revenue Service (the "IRS") and judicial decisions, all
as currently in effect and all of which are subject to change and to different
interpretations. Changes to any of the foregoing authorities could apply on a
retroactive basis, and could affect the U.S. federal income tax consequences
described below. We will not seek a ruling from the IRS with respect to the
matters discussed in this section, and we cannot assure you that the IRS will
not challenge one or more of the tax consequences described below.
This summary does not address all of the U.S. federal income tax consequences
that may be relevant to a particular investor's circumstances, does not
discuss any aspect of U.S. federal tax law other than income taxation, and
does not discuss any state, local or non-U.S. tax consequences of the
purchase, ownership, and disposition of the debt securities. Except as noted
below, this summary addresses only debt securities purchased at initial
issuance and held as capital assets within the meaning of the Code (generally,
property held for investment) and does not address U.S. federal income tax
considerations applicable to investors that may be subject to special tax
rules, such as:
.
securities dealers or brokers, or traders in securities electing mark-to-market
treatment;
.
banks, thrifts, or other financial institutions;
.
insurance companies;
.
regulated investment companies or real estate investment trusts;
.
common trust funds;
.
tax-exempt organizations;
.
retirement plans;
.
persons holding our debt securities as part of a "straddle," "hedge,"
"synthetic security," "conversion transaction," or "constructive sale
transaction" for U.S. federal income tax purposes, or as part of some other
integrated investment;
.
partnerships or other pass-through entities for U.S. federal income tax
purposes;
.
persons subject to the alternative minimum tax;
.
certain former citizens or residents of the United States;
.
foreign corporations that are classified as "passive foreign investment
companies" or "controlled foreign corporations" for U.S. federal income tax
purposes;
.
accrual-method taxpayers subject to Section 451(b) of the Code; or
.
"U.S. Holders" (as defined below) whose functional currency is not the U.S.
dollar.
This discussion assumes that all debt securities will be classified for U.S.
federal income tax purposes as our indebtedness, and you should note that in
the event of an alternative characterization, the tax consequences would
differ from those discussed below. This discussion does not address debt
securities denominated or payable in a non-functional currency of an investor
or debt securities offered in bearer form.
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In addition, with respect to a particular offering of debt securities, the
discussion below must be read with the discussion of material U.S. federal
income tax consequences that may appear in the applicable prospectus
supplement for that offering. When we use the term "holder" in this section,
we are referring to a beneficial holder of the debt securities.
As used herein, a "U.S. Holder" is a beneficial owner of debt securities that
is, for U.S. federal income tax purposes, (i) an individual citizen or
resident of the United States, (ii) a corporation (or any other entity treated
as a corporation for U.S. federal income tax purposes) created or organized in
or under the laws of the United States, any state thereof or the District of
Columbia, (iii) an estate whose income is subject to U.S. federal income tax
regardless of its source, or (iv) a trust if (A) a United States court has the
authority to exercise primary supervision over the administration of the trust
and one or more U.S. persons (as defined under the Code) are authorized to
control all substantial decisions of the trust or (B) it has a valid election
in place to be treated as a U.S. person. An individual who is neither a U.S.
citizen nor a U.S. permanent resident may, subject to certain exceptions, be
deemed to be a resident of the United States by reason of being present in the
United States for at least 31 days in the calendar year and for an aggregate
of at least 183 days during a three-year period ending in the current calendar
year (counting for such purposes all of the days present in the current year,
one-third of the days present in the immediately preceding year and one-sixth
of the days present in the second preceding year).
A "Non-U.S. Holder" is any beneficial owner of a debt security that, for U.S.
federal income tax purposes, is not a U.S. Holder and that is not a
partnership (or other entity treated as a partnership for U.S. federal income
tax purposes).
If a partnership (or other entity treated as a partnership for U.S. federal
income tax purposes) holds debt securities, the U.S. federal income tax
treatment of a partner will generally depend on the status of the partner and
the activities of the partnership. A partnership holding debt securities, and
partners in such a partnership, should consult their own tax advisors with
regard to the U.S. federal income tax consequences of the purchase, ownership,
and disposition of the debt securities by the partnership.
THE DISCUSSION OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE
PURCHASE, OWNERSHIP, AND DISPOSITION OF THE DEBT SECURITIES IS NOT INTENDED TO
BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR
PERSON. ACCORDINGLY, ALL PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX
ADVISORS WITH RESPECT TO THE U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. TAX
CONSEQUENCES RELATING TO THE PURCHASE, OWNERSHIP, AND DISPOSITION OF THE DEBT
SECURITIES BASED ON THEIR PARTICULAR CIRCUMSTANCES.
U.S. Federal Income Taxation of U.S. Holders
Payments of Interest.
Except as set forth below, interest on debt securities generally will be
taxable to a U.S. Holder as ordinary interest income from domestic sources at
the time that such interest is paid or accrued in accordance with the U.S.
Holder's regular method of accounting for U.S. federal income tax purposes.

Original Issue Discount.
Special tax accounting rules apply to debt securities issued with "original
issue discount" ("OID") for U.S. federal income tax purposes ("OID debt
securities"). In general, debt securities will be treated as issued with OID
if the "issue price" of the debt securities is less than their "stated
redemption price at maturity" unless the amount of such difference is
de minimis
(less than 0.25% of the stated redemption price at maturity multiplied by the
number of complete years to maturity). Regardless of the regular method of
accounting used by a U.S. Holder for U.S. federal income tax purposes, OID
generally must be accrued into gross income (as ordinary income) on a constant
yield basis, in advance of the receipt of some or all of the cash attributable
to such OID. However, a U.S. Holder generally will not be required to include
separately in income cash payments received on OID debt securities, even if
denominated as interest, to the extent those payments do not constitute
"qualified stated interest" payments.
The "issue price" of debt securities will be the initial offering price to the
public at which a substantial amount of the debt securities is sold for cash
(ignoring sales to bond houses, brokers or similar persons or organizations
acting in the capacity of underwriters, placement agents or wholesalers). The
"stated redemption price at maturity"
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of debt securities is the sum of all payments to be made on the debt
securities other than "qualified stated interest" payments. A "qualified
stated interest" payment is stated interest that is unconditionally payable in
cash or in property, other than debt securities of the issuer, at least
annually at a single fixed rate (appropriately taking into account the length
of the interval between payments). See "- Variable Rate Debt Securities" below
for special rules for debt securities that provide for payments of interest
based on certain floating rates.
For OID debt securities having a term of more than one year, the amount of OID
includible in gross income by a U.S. Holder of the OID debt securities is the
sum of the "daily portions" of OID with respect to the OID debt securities for
each day during the taxable year in which such U.S. Holder held the OID debt
securities. The daily portion is determined by allocating to each day in any
"accrual period" a pro rata portion of the OID allocable to such accrual
period.
The amount of OID allocable to any accrual period is generally equal to the
excess (if any) of (i) the product of the "adjusted issue price" of the OID
debt securities at the beginning of such accrual period and the yield to
maturity of the OID debt securities, as determined on the basis of compounding
at the close of each accrual period and properly adjusted for the length of
the accrual period, over (ii) the sum of any qualified stated interest
payments allocable to the accrual period. For this purpose, accrual periods
may be of any length and may vary in length over the term of the OID debt
securities provided that each accrual period is no longer than one year and
each scheduled payment of principal or interest occurs at the beginning or the
end of an accrual period.
The adjusted issue price of OID debt securities at the start of any accrual
period is equal to the issue price, increased by the accrued OID for each
prior accrual period (determined without regard to the amortization of any
acquisition premium or bond premium, as described below), and reduced by any
prior payments with respect to the OID debt securities that were not qualified
stated interest payments. The following rules apply to determine the amount of
OID allocable to an accrual period:
.
if an interval between payments of qualified stated interest contains more
than one accrual period, the amount of qualified stated interest payable at
the end of the interval is allocated on a pro rata basis to each accrual
period in the interval and the adjusted issue price at the beginning of each
accrual period in the interval must be increased by the amount of any
qualified stated interest that has accrued prior to the beginning of the first
day of the accrual period but is not payable until the end of the interval;
.
if the accrual period is the final accrual period, the amount of OID allocable
to the final accrual period is the difference between the amount payable at
maturity (other than a payment of qualified stated interest) and the adjusted
issue price of the debt security at the beginning of the final accrual period;
and
.
if all accrual periods are of equal length, except for an initial shorter
accrual period or an initial and a final shorter accrual period, the amount of
OID allocable to the initial accrual period may be computed under any
reasonable method.
Under the constant yield method for accruing OID, a U.S. Holder generally will
have to include in gross income increasingly greater amounts of OID in
successive accrual periods.
Debt securities may contain provisions allowing the debt securities to be
redeemed prior to their stated maturity date at our option or at the option of
holders. For purposes of determining yield and maturity, debt securities that
may be redeemed prior to their stated maturity date at the option of the
issuer generally will be treated from the time of issuance as having a
maturity date for U.S. federal income tax purposes on such redemption date if
such redemption would result in a lower yield to maturity. Conversely, debt
securities that may be redeemed prior to their stated maturity date at the
option of the holder generally will be treated from the time of issuance as
having a maturity date for U.S. federal income tax purposes on such redemption
date if such redemption would result in a higher yield to maturity. If the
exercise of such an option does not occur, contrary to the assumptions made as
of the issue date, then solely for purposes of the accrual of OID, the debt
securities will be treated as reissued on the date of the change in
circumstances for an amount equal to their adjusted issue price.
If a U.S. Holder owns a debt security issued with
de minimis
OID, such U.S. Holder generally must include the
de minimis
OID in income at the time principal payments on the debt securities are made
in proportion to the
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amount paid. Any amount of
de minimis
OID that a U.S. Holder has included in income will be treated as capital gain.
We are required to report to the IRS the amount of OID accrued in respect of
OID debt securities held by persons other than corporations and other exempt
holders.
Debt Securities Issued with Contingent Payments.
The tax treatment of a U.S. Holder of a debt security providing for contingent
payments will depend on a number of factors including the amount and timing of
any contingent payments of principal and interest. This summary does not
address the tax treatment of contingent payment debt instruments. Prospective
investors of debt securities providing for contingent payments that do not
constitute qualified stated interest should examine the applicable prospectus
supplement and should consult their own tax advisors regarding U.S. federal
income tax consequences of the holding and disposition of such debt securities.

Short-Term Debt Securities.
In the case of debt securities that have a fixed maturity of one year or less
("short-term debt securities"), all payments, including all payments of stated
interest, will be included in the stated redemption price at maturity and will
not be qualified stated interest. The short-term debt securities will be
treated for U.S. federal income tax purposes as having been issued with OID in
the amount of the difference between their issue price and stated redemption
price at maturity (unless the U.S. Holder elects to compute OID using tax
basis instead of issue price). In general, U.S. Holders that use the accrual
method of accounting for U.S. federal income tax purposes and certain other
U.S. Holders are required to accrue OID in respect of short-term debt
securities into gross income as ordinary income either on a straight-line
basis or, if a U.S. Holder so elects, on a constant yield basis using daily
compounding. U.S. Holders that are individuals and certain other U.S. Holders
that use the cash method of accounting for U.S. federal income tax purposes
are not required to accrue OID on short-term debt securities in advance of the
receipt of payment unless they elect to do so. If such a U.S. Holder does not
elect to accrue OID on short-term debt securities into gross income, then gain
subsequently recognized upon the sale, retirement, or other disposition of the
short-term debt securities generally will be treated as ordinary interest
income to the extent of the OID that has accrued through the date of such
disposition. Furthermore, a non-electing U.S. Holder of short-term debt
securities may be required to defer deductions for a portion of the U.S.
Holder's interest expense with respect to any indebtedness incurred or
maintained to purchase or carry the short-term debt securities.
Variable Rate Debt Securities.
Treasury Regulations prescribe special rules for "variable rate debt
instruments" that provide for the payment of interest based on certain
floating or objective rates. In general, debt securities will qualify as
variable rate debt instruments ("variable rate debt securities") if (i) the
issue price of the debt securities does not exceed the total non-contingent
principal payments due in respect of the debt securities by more than an
amount equal to the lesser of (A) 0.015 multiplied by the product of the total
non-contingent principal payments and the number of complete years to maturity
from the issue date or (B) 15% of the total non-contingent principal payments,
and (ii) the debt securities provide for stated interest, paid or compounded
at least annually, at "current values" of (A) one or more "qualified floating
rates," (B) a single fixed rate and one or more qualified floating rates, (C)
a single "objective rate," or (D) a single fixed rate and a single objective
rate that is a "qualified inverse floating rate." A current value of a rate is
the value of the rate on any date that is no earlier than three months prior
to the first day on which that value is in effect and no later than one year
following that first day.
A "qualified floating rate" is any variable rate where variations in the value
of such rate can reasonably be expected to measure contemporaneous variations
in the cost of newly borrowed funds in the currency in which the variable rate
debt securities are denominated. Although a multiple of a qualified floating
rate generally will not itself constitute a qualified floating rate, a
variable rate equal to the product of a qualified floating rate and a fixed
multiple that is greater than 0.65 but not more than 1.35 can constitute a
qualified floating rate. A variable rate equal to the product of a qualified
floating rate and a fixed multiple that is greater than 0.65 but not more than
1.35, increased or decreased by a fixed rate, will also constitute a qualified
floating rate. In addition, two or more qualified floating rates that can
reasonably be expected to have approximately the same values throughout the
term of the variable rate debt securities (
e.g.
, two or more qualified floating rates with values within 25 basis points of
each other as determined on the issue date) will be treated as a single
qualified floating rate. Notwithstanding the foregoing, a variable rate that
would otherwise constitute a qualified floating rate but which is subject to
one or more restrictions such as a maximum stated interest rate (
i.e.
, a cap), a minimum stated interest rate (
i.e.
, a floor), or a restriction on
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the amount of increase or decrease in the stated interest (
i.e.
, a governor) may, under certain circumstances, fail to be treated as a
qualified floating rate unless such restrictions are fixed throughout the term
of the variable rate debt securities or are reasonably expected to not have a
significant effect on the yield of the variable rate debt securities.
An "objective rate" is a rate that is not itself a qualified floating rate but
which is determined using a single fixed formula and that is based on
objective financial or economic information. A rate will not qualify as an
objective rate if it is based on information that is within the control of the
issuer (or a related party) or that is unique to the circumstances of the
issuer (or a related party), such as dividends, profits, or the value of the
issuer's stock (although a rate does not fail to be an objective rate merely
because it is based on the credit quality of the issuer). An objective rate is
a "qualified inverse floating rate" if the rate is equal to a fixed rate minus
a qualified floating rate, as long as variations in the rate can reasonably be
expected to inversely reflect contemporaneous variations in the qualified
floating rate. If debt securities provide for stated interest at a fixed rate
for an initial period of one year or less followed by a variable rate that is
either a qualified floating rate or an objective rate and if the variable rate
on the issue date is intended to approximate the fixed rate (
e.g.
, the value of the variable rate on the issue date does not differ from the
value of the fixed rate by more than 25 basis points), then the fixed rate and
the variable rate together will constitute either a single qualified floating
rate or objective rate, as the case may be.
If variable rate debt securities provide for stated interest at either a
single qualified floating rate or a single objective rate throughout their
term, and such interest is unconditionally payable in cash or property (other
than debt instruments of the issuer) at least annually, then all stated
interest on such variable rate debt securities will constitute qualified
stated interest that is included in gross income by U.S. Holders as received
or accrued in accordance with their regular methods of accounting for U.S.
federal income tax purposes. Thus, such variable rate debt securities
generally will not be treated as having been issued with OID unless the
variable rate securities are sold at a discount from their stated principal
amount, subject to a
de minimis
exception. In general, the amount of qualified stated interest and OID, if
any, that accrues during an accrual period on such variable rate debt
securities is determined under the rules described above by assuming that the
variable rate is a fixed rate equal to (i) in the case of a qualified floating
rate or qualified inverse floating rate, the value as of the issue date of the
qualified floating rate or qualified inverse floating rate, or (ii) in the
case of an objective rate (other than a qualified inverse floating rate), a
fixed rate that reflects the yield that is reasonably expected for the
variable rate debt securities. The qualified stated interest allocable to an
accrual period is increased (or decreased) if the interest actually paid
during an accrual period exceeds (or is less than) the interest that was
accrued under the foregoing approach.
For other variable rate debt securities, the timing and amount of OID and
qualified stated interest will be determined by converting the variable rate
debt securities into "equivalent fixed rate debt instruments." The conversion
of the variable rate debt securities into equivalent fixed rate debt
instruments generally involves substituting for any qualified floating rate or
qualified inverse floating rate a fixed rate equal to the value of the
qualified floating rate or qualified inverse floating rate, as the case may
be, as of the issue date, or substituting for any objective rate (other than a
qualified inverse floating rate) a fixed rate that reflects the yield that is
reasonably expected for the variable rate debt securities. In the case of
variable rate debt securities that provide for stated interest at a fixed rate
in addition to either one or more qualified floating rates or a qualified
inverse floating rate, the fixed rate is initially converted into a qualified
floating rate (or a qualified inverse floating rate, if the variable rate debt
securities provide for a qualified inverse floating rate). Under such
circumstances, the qualified floating rate or qualified inverse floating rate
that replaces the fixed rate must be such that the fair market value of the
variable rate debt securities as of their issue date is approximately the same
as the fair market value of an otherwise identical debt instrument that
provides for either the qualified floating rate or qualified inverse floating
rate rather than the fixed rate. Subsequent to converting the fixed rate into
either a qualified floating rate or a qualified inverse floating rate, the
variable rate debt securities are then converted into equivalent fixed rate
debt instruments in the manner described above.
Once the variable rate debt securities are converted into equivalent fixed
rate debt instruments pursuant to the foregoing rules, the timing and amount
of OID and qualified stated interest, if any, are determined for the
equivalent fixed rate debt instruments by applying the general OID rules to
the equivalent fixed rate debt instruments. A U.S. Holder of such variable
rate debt securities will account for OID and qualified stated interest as if
the U.S. Holder held the equivalent fixed rate debt instruments. For each
accrual period, appropriate adjustments will be made to the amount of
qualified stated interest or OID assumed to have been accrued or paid with
respect to the equivalent fixed
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rate debt instruments in the event that such amounts differ from the actual
amount of interest accrued or paid on the variable rate debt securities during
the accrual period.
Market Discount.
If a U.S. Holder purchases debt securities (other than debt securities
purchased at original issue at or above the issue price and other than
short-term debt securities) for an amount that is less than their stated
redemption price at maturity or, in the case of OID debt securities, their
revised issue price, the amount of the difference will be treated as "market
discount" for U.S. federal income tax purposes, unless that difference is less
than a specified
de minimis
amount. Under the market discount rules, a U.S. Holder generally will be
required to treat any principal payment, and any gain derived from the sale,
retirement, or other disposition of the debt securities, as ordinary income to
the extent of the market discount that has accrued on the debt securities (on
a ratable basis or, at the election of the U.S. Holder, a constant yield
basis) but has not previously been included in gross income by the U.S.
Holder. In addition, a U.S. Holder may be required to defer until the maturity
of the debt securities, or their earlier disposition in a taxable transaction,
the deduction of all or a portion of any interest expense incurred on
indebtedness incurred to purchase or carry such debt securities.
A U.S. Holder may elect to currently include market discount in gross income
as it accrues, under either a ratable or constant yield method, in which case
the rules described above regarding characterization of payments and gain as
ordinary income and the deferral of interest deductions will not apply. An
election to currently include market discount in gross income, once made,
applies to all market discount obligations acquired by the U.S. Holder on or
after the first taxable year to which the election applies and may not be
revoked without the consent of the IRS. Prospective investors should consult
their own tax advisors before making this election.
Acquisition Premium.
If a U.S. Holder acquires OID debt securities for an amount greater than their
adjusted issue price but equal to or less than the sum of all amounts (other
than qualified stated interest) payable with respect to the OID debt
securities after the date of acquisition, the OID debt securities will be
treated as acquired at an acquisition premium. For OID debt securities
acquired with acquisition premium, the amount of OID that the U.S. Holder must
include in gross income with respect to the OID debt securities for any
taxable year will be reduced by the portion of acquisition premium properly
allocable to such taxable year.
Amortizable Bond Premium.
If a U.S. Holder purchases debt securities for an amount in excess of the sum
of all amounts payable on the debt securities after the purchase date other
than payments of qualified stated interest, the U.S. Holder will be considered
to have purchased the debt securities at a "premium" for U.S. federal income
tax purposes. In such case, the U.S. Holder generally may elect to amortize
the premium over the remaining term of the debt securities, on a constant
yield method, as an offset to interest includible in gross income with respect
to the debt securities, and the U.S. Holder would not be required to include
OID, if any, in gross income in respect of the debt securities. In the case of
debt securities that provide for alternative payment schedules, the amount of
premium generally is determined by assuming that a holder will exercise or not
exercise options in a manner that maximizes the holder's yield, and that the
issuer will exercise or not exercise options in a manner that minimizes the
holder's yield (although the issuer will be deemed to exercise or not exercise
a call option in a manner that maximizes the holder's yield). Any election to
amortize premium would apply to all debt securities (other than debt
securities the interest on which is excludable from gross income) held or
subsequently acquired by a U.S. Holder on or after the first day of the first
taxable year to which the election applies and is irrevocable without the
consent of the IRS. Prospective investors should consult their own tax
advisors before making this election.
Election to Treat All Interest as OID.
U.S. Holders may elect to treat all interest in respect of debt securities as
OID and to calculate the amount includible in gross income for any taxable
year under the constant yield method described above. For purposes of this
election, interest includes stated interest, acquisition discount, OID,
de minimis
OID, market discount,
de minimis
market discount, and unstated interest, as adjusted by any amortizable bond
premium or acquisition premium. If a U.S. Holder makes this election for debt
securities with amortizable bond premium, the election is treated as an
election under the amortizable bond premium rules described above and the
electing U.S. Holder will be required to amortize bond premium for all other
debt instruments with amortizable bond premium held or subsequently acquired
by the U.S. Holder. The election to treat all interest as OID must be made for
the taxable year in which the U.S. Holder acquires the debt securities, and
the election may not be revoked without the consent of the IRS. Prospective
investors should consult their own tax advisors before making this election.

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Sale, Retirement, or Other Taxable Disposition of Debt Securities.
Upon the sale, retirement, or other taxable disposition of debt securities, a
U.S. Holder generally will recognize U.S. source gain or loss equal to the
difference between the amount realized upon the sale, retirement, or other
taxable disposition (other than amounts representing accrued and unpaid
qualified stated interest, which will be taxable as ordinary interest income
to the extent not previously included in gross income) and the U.S. Holder's
adjusted tax basis of the debt securities. In general, the U.S. Holder's
adjusted tax basis of the debt securities will equal the U.S. Holder's cost
for the debt securities, increased by all accrued OID or market discount
previously included in gross income and reduced by any amortized premium and
any cash payments previously received in respect of the debt securities other
than qualified stated interest payments. Except as described above with
respect to certain short-term debt securities and debt securities acquired at
a market discount, and except with respect to contingent payment debt
instruments and gain or loss attributable to changes in exchange rates which
this summary generally does not discuss, such gain or loss generally will be
capital gain or loss and will be long-term capital gain or loss if at the time
of sale, retirement, or other taxable disposition the debt securities have
been held for more than one year. Under current U.S. federal income tax law,
certain non-corporate U.S. Holders, including individuals, are eligible for
preferential rates of U.S. federal income taxation in respect of long-term
capital gains. The deductibility of capital losses is subject to limitations
under the Code.
Medicare Tax.
A U.S. Holder that is an individual or estate, or a trust that does not fall
into a special class of trusts that is exempt from such tax, will be subject
to a 3.8% tax on the lesser of (1) the U.S. Holder's "net investment income"
(in the case of individuals) or "undistributed net investment income" (in the
case of estates and trusts) for the relevant taxable year and (2) the excess
of the U.S. Holder's "modified adjusted gross income" (in the case of
individuals) or "adjusted gross income" (in the case of estates and trusts)
for the taxable year over a certain threshold. A U.S. Holder's net investment
income will generally include its interest income (including OID, if any) from
the debt securities and net gain from the disposition of the debt securities,
unless such interest income and net gain is derived in the ordinary course of
the conduct of a trade or business (other than a trade or business that
consists of certain passive or trading activities). Net investment income may,
however, be reduced by properly allocable deductions to such income.
Prospective investors that are individuals, estates, or trusts are urged to
consult their tax advisors regarding the applicability of the Medicare tax to
their income and gains from the debt securities.
U.S. Federal Income Taxation of Non-U.S. Holders
Subject to the discussion below concerning backup withholding and FATCA
withholding:
(a)
payments of interest (including OID, if any) on the debt securities by us or
our paying agent to any Non-U.S. Holder will be exempt from the 30% U.S.
federal withholding tax, provided that:
.
the Non-U.S. Holder does not own, actually or constructively, 10% or more of
the total combined voting power of all classes of our stock entitled to vote;

.
the Non-U.S. Holder is not a controlled foreign corporation related, directly
or indirectly, to us through stock ownership or a bank receiving interest
described in Section 881(c)(3)(A) of the Code;
.
the interest is not effectively connected with the conduct by the Non-U.S.
Holder of a trade or business within the United States;
.
the interest is not considered contingent interest under Section 871(h)(4)(A)
of the Code and the Treasury Regulations thereunder; and
.
the certification requirement has been fulfilled with respect to the
beneficial owner, as discussed below; and
(b)
a Non-U.S. Holder generally will not be subject to U.S. federal income tax on
gain realized on the sale, retirement, or other taxable disposition of the
debt securities, unless:
.
the Non-U.S. Holder is an individual who is present in the U.S. for 183 days
or more in the taxable year of the disposition and certain other conditions
are met; or
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.
the gain is effectively connected with the Non-U.S. Holder's conduct of a
trade or business in the United States (and, if required by an applicable tax
treaty, is attributable to a permanent establishment maintained by the
Non-U.S. Holder in the United States).
The certification requirement referred to in subparagraph (a) above will be
fulfilled if (i) the beneficial owner of the debt securities certifies on IRS
Form W-8BEN or Form W-8BEN-E or other successor form, under penalties of
perjury, that such beneficial owner is not a U.S. person and provides its name
and address, and (ii) the beneficial owner files IRS Form W-8BEN or Form
W-8BEN-E or other successor form with the applicable withholding agent, or in
the case of debt securities held on behalf of the beneficial owner by a
securities clearing organization, bank, or other financial institution holding
customers' securities in the ordinary course of its trade or business, such
financial institution files with the applicable withholding agent a statement
that it has received the IRS Form W-8BEN or Form W-8BEN-E or other successor
form from the beneficial owner or an intermediate financial institution and
furnishes the applicable withholding agent with a copy of such form. With
respect to debt securities held by a foreign partnership, unless the foreign
partnership has entered into a withholding agreement with the IRS, the foreign
partnership generally will be required to provide an IRS Form W-8IMY or other
successor form and to associate with such form an appropriate certification or
other appropriate documentation from each partner. Prospective investors,
including foreign partnerships and their partners, should consult their tax
advisors regarding possible additional reporting requirements.
If a Non-U.S. Holder of debt securities is engaged in the conduct of a trade
or business in the United States, and if premium (if any) or interest
(including OID) on the debt securities, or gain realized on its sale,
retirement, or other taxable disposition of the debt securities, is
effectively connected with the conduct of such trade or business (and, if
required by an applicable tax treaty, is attributable to a permanent
establishment maintained by the Non-U.S. Holder in the United States), the
Non-U.S. Holder, although exempt from the withholding tax discussed in the
preceding paragraphs, will be subject to regular U.S. federal income tax on
its effectively connected income, generally in the same manner as a U.S.
Holder. See "- U.S. Federal Income Taxation of U.S. Holders" above. In lieu of
the certificates described in the preceding paragraph, such a Non-U.S. Holder
will be required to provide to the applicable withholding agent a properly
executed IRS Form W-8ECI or other successor form to claim an exemption from
the withholding tax with respect to its effectively connected interest income.
In addition, a Non-U.S. Holder that is a foreign corporation may be subject to
a 30% branch profits tax (unless reduced or eliminated by an applicable tax
treaty) on its earnings and profits for the taxable year attributable to its
effectively connected income, subject to certain adjustments.
Backup Withholding and Information Reporting
U.S. Holders.
In general, a U.S. Holder (other than exempt holders) will be subject to
information reporting requirements with respect to payments of principal,
premium, and interest (including OID) paid in respect of, and the proceeds
from a sale, redemption, or other disposition before maturity of, the debt
securities. In addition, such a U.S. Holder may be subject to backup
withholding on such payments if the U.S. Holder (i) fails to provide an
accurate taxpayer identification number to the payor; (ii) has been notified
by the IRS of a failure to report all interest or dividends required to be
shown on its U.S. federal income tax returns; or (iii) in certain
circumstances, fails to comply with applicable certification requirements.

Any amounts withheld under the backup withholding rules will be allowed as a
refund or a credit against a U.S. Holder's U.S. federal income tax liability
provided the required information is furnished to the IRS on a timely basis.
U.S. Holders should consult their tax advisors regarding the application of
information reporting and backup withholding rules in their particular
situations, the availability of an exemption therefrom, and the procedure for
obtaining such an exemption, if applicable.
Non-U.S. Holders.
In general, information reporting requirements will apply to the amount of
interest (including OID) on the debt securities paid to each Non-U.S. Holder
and the amount of U.S. federal withholding tax, if any, deducted from those
payments. Copies of the information returns reporting such interest payments
and any associated U.S. federal withholding tax also may be made available to
the tax authorities in the country in which the Non-U.S. Holder resides under
the provisions of an applicable tax treaty. A Non-U.S. Holder generally will
not be subject to backup withholding with respect to payments that we make on
the debt securities provided that the
38
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applicable withholding agent does not have actual knowledge or reason to know
that the Non-U.S. Holder is a U.S. person (as defined under the Code), and
such withholding agent has received from the Non-U.S. Holder an appropriate
certification of non-U.S. status (
i.e.
, IRS Form W-8BEN or Form W-8BEN-E or other successor form). Information
reporting and, depending on the circumstances, backup withholding will apply
to the payment of the proceeds of a sale of debt securities that is effected
within the United States or effected outside the United States through certain
U.S.-related financial intermediaries, unless the Non-U.S. Holder certifies
under penalty of perjury as to its non-U.S. status, and the payor does not
have actual knowledge or reason to know that the beneficial owner is a U.S.
person, or the Non-U.S. Holder otherwise establishes an exemption.
Any amounts withheld under the backup withholding rules will be allowed as a
refund or a credit against a Non-U.S. Holder's U.S. federal income tax
liability provided the required information is furnished to the IRS on a
timely basis. Non-U.S. Holders of debt securities should consult their tax
advisers regarding the application of information reporting and backup
withholding in their particular situations, the availability of an exemption
therefrom, and the procedure for obtaining an exemption, if applicable.
Legislation Affecting Taxation of Debt Securities Held by or through Foreign
Entities.
Sections 1471 through 1474 of the Code (commonly referred to as FATCA) impose
a 30% withholding tax on withholdable payments (as defined below) made to a
foreign financial institution, unless such institution enters into an
agreement with the Treasury to, among other things, collect and provide to it
substantial information regarding such institution's U.S. financial account
holders, including certain account holders that are foreign entities with U.S.
owners. An intergovernmental agreement between the U.S. and the jurisdiction
of the foreign financial institution may modify these requirements. FATCA also
generally imposes a withholding tax of 30% on withholdable payments to a
non-financial foreign entity unless such entity provides the paying agent with
a certification that it does not have any substantial U.S. owners or a
certification identifying the direct and indirect substantial U.S. owners of
the entity. Under certain circumstances, a holder may be eligible for refunds
or credits of such taxes. "Withholdable payments" include payments of interest
(including OID) from sources within the U.S., as well as the gross proceeds
from the sale of any property of a type which can produce interest from
sources within the U.S. unless the payments of interest or gross proceeds are
effectively connected with the conduct of a U.S. trade or business and taxed
as such. As enacted, these withholding and reporting obligations apply to
payments of interest on the debt securities. While the withholding under FATCA
would have applied also to the gross proceeds from a disposition of debt
securities occurring after December 31, 2018, proposed Treasury Regulations
eliminate such withholding entirely. Taxpayers generally may rely on these
proposed Treasury Regulations until final Treasury Regulations are issued.
Prospective investors are urged to consult their own tax advisors regarding
FATCA as it applies to the debt securities.
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PLAN OF DISTRIBUTION
We may sell the securities offered under this prospectus through agents,
through underwriters, or dealers or directly to one or more purchasers or
through a combination of these methods of sale. The distribution of the
securities offered under this prospectus may occur from time to time in one or
more transactions at a fixed price or prices, which may be changed, at market
prices prevailing at the time of sale, at prices related to the prevailing
market prices or at negotiated prices. The consideration may be cash or
another form negotiated by the parties. Agents, underwriters, or dealers may
be paid compensation for offering and selling the securities. That
compensation may be in the form of discounts, concessions, or commissions to
be received from us or from the purchasers of the securities. We will identify
the specific plan of distribution, including any agents, underwriters,
dealers, or direct purchasers and their compensation in the applicable
prospectus supplement.
The applicable prospectus supplement will set forth whether or not an
underwriter may engage in stabilizing transactions, over-allotment
transactions, syndicate covering transactions, and penalty bids.
We may enter into agreements with agents, underwriters, or dealers which may
provide for indemnification by us against specified liabilities, including
liabilities incurred under the Securities Act, or for contribution by us with
respect to payments they may be required to make as a result of such
liabilities. If required, the applicable prospectus supplement will describe
the terms and conditions of such indemnification or contribution. Underwriters
and agents and their affiliates may engage in transactions with, perform
services for, or be customers of, us or our subsidiaries in the ordinary
course of their businesses. In connection with the issuance and sale of the
securities offered under this prospectus, we may enter into swap or other
hedging transactions with, or arranged by, underwriters or agents or their
affiliates. These underwriters or agents or their affiliates may receive
compensation, trading gains, or other benefits from these transactions.
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LEGAL OPINIONS
Unless the applicable prospectus supplement indicates otherwise, Don H. Liu,
Esq., who is our Executive Vice President and Chief Legal & Compliance
Officer, or another of our lawyers will issue an opinion with respect to the
legality of the securities offered under this prospectus. As of November 22,
2023, Mr. Liu owns, or has the right to acquire, a number of shares of our
common stock which represents less than 1% of the total outstanding common
stock. Any underwriters will be represented by their own legal counsel.
EXPERTS
The consolidated financial statements of Target Corporation appearing in
Target Corporation's Annual Report (
Form 10-K
) for the year ended January 28, 2023, and the effectiveness of Target
Corporation's internal control over financial reporting as of January 28,
2023, have been audited by Ernst & Young LLP, independent registered public
accounting firm, as set forth in their reports thereon included therein, and
incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP
pertaining to such financial statements and the effectiveness of our internal
control over financial reporting as of the respective dates (to the extent
covered by consents filed with the Securities and Exchange Commission) given
on the authority of such firm as experts in accounting and auditing.
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$
% Notes due 20

PROSPECTUS SUPPLEMENT

Joint Book-Running Managers

Deutsche Bank Securities
J.P. Morgan
Wells Fargo Securities
BofA Securities
Citigroup
Goldman Sachs & Co. LLC

September , 2024

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