Item 1.01. Entry into a Material Definitive Agreement.

On October 22, 2012, Target Corporation ("Target") and two of its wholly owned subsidiaries, Target Receivables LLC and Target National Bank, entered into a Purchase and Sale Agreement with TD Bank USA, N.A., an affiliate of The Toronto-Dominion Bank ("TD"). Under the Purchase and Sale Agreement, Target will sell its entire credit card portfolio to TD for a purchase price, to be paid in cash at the closing, equal to the gross value of the outstanding receivables at the time of closing. The portfolio currently has a gross value of approximately $5.9 billion.

The Purchase and Sale Agreement contains customary representations, warranties, covenants, termination provisions and indemnification provisions of the companies and is subject to certain conditions, including the receipt of all requisite governmental and regulatory approvals.

A copy of the News Release announcing the Purchase and Sale Agreement is attached hereto as Exhibit 99. A copy of the Purchase and Sale Agreement will be filed as an Exhibit to Target's Quarterly Report on Form 10-Q for the quarter ended October 27, 2012.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

(99) Target Corporation's News Release dated October 23, 2012.

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