Target 2009 Annual Report Download - page 47

4MAR200909320639 1APR200416064753
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 30, 2010, 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 30, 2010, 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 12, 2010 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 30, 2010, 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 30, 2010, 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 30, 2010
and January 31, 2009, and the related consolidated statements of operations, cash flows and shareholders’ investment for
each of the three years in the period ended January 30, 2010, and our report dated March 12, 2010, expressed an
unqualified opinion thereon.
Minneapolis, Minnesota
March 12, 2010
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