Target 2011 Annual Report Download - page 54

1APR200416064753
4MAR200909320639
Report of Management on Internal Control
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including
our chief executive officer and chief financial officer, we assessed the effectiveness of our internal control over financial reporting
as of January 28, 2012, based on the framework in Internal Control—Integrated Framework, issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on our assessment, we conclude that the Corporation’s internal
control over financial reporting is effective based on those criteria.
Our internal control over financial reporting as of January 28, 2012, has been audited by Ernst & Young LLP, the
independent registered accounting firm who has also audited our consolidated financial statements, as stated in their report
which appears on this page.
Gregg W. Steinhafel Douglas A. Scovanner
Chief Executive Officer and President Executive Vice President and
March 15, 2012 Chief Financial Officer
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
The Board of Directors and Shareholders
Target Corporation
We have audited Target Corporation and subsidiaries’ (the Corporation) internal control over financial reporting as of
January 28, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Corporation’s management is responsible for
maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over
financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our
opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company, (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of
January 28, 2012, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated statements of financial position of Target Corporation and subsidiaries as of January 28, 2012
and January 29, 2011, and the related consolidated statements of operations, cash flows and shareholders’ investment for each
of the three years in the period ended January 28, 2012, and our report dated March 15, 2012, expressed an unqualified opinion
thereon.
Minneapolis, Minnesota
March 15, 2012
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