Abercrombie & Fitch 2011 Annual Report Download - page 106

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ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
A&F maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide
reasonable assurance that information required to be disclosed in the reports that A&F files or submits
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms, and that such information is accumulated and communicated to A&F’s
management, including the Chairman and Chief Executive Officer of A&F and the Executive Vice
President and Chief Financial Officer of A&F, as appropriate to allow timely decisions regarding required
disclosures. Because of inherent limitations, disclosure controls and procedures, no matter how well
designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of
disclosure controls and procedures are met.
A&F’s management, including the Chairman and Chief Executive Officer of A&F and the Executive
Vice President and Chief Financial Officer of A&F, evaluated the effectiveness of A&F’s design and
operation of its disclosure controls and procedures as of the end of the fiscal year ended January 28, 2012.
The Chairman and Chief Executive Officer of A&F and the Executive Vice President and Chief Financial
Officer of A&F concluded that A&F’s disclosure controls and procedures were effective at a reasonable
level of assurance as of January 28, 2012, the end of the period covered by this Annual Report on
Form 10-K.
Management’s Annual Report on Internal Control Over Financial Reporting
The management of A&F is responsible for establishing and maintaining adequate internal control
over financial reporting. A&F’s internal control over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) 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 accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluations 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. Accordingly, even an effective system of internal control
over financial reporting will provide only reasonable assurance with respect to financial statement
preparation.
With the participation of the Chairman and Chief Executive Officer of A&F and the Executive Vice
President and Chief Financial Officer of A&F, management evaluated the effectiveness of A&F’s internal
control over financial reporting as of January 28, 2012 using criteria established in the Internal Control-
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”). Based on the assessment of A&F’s internal control over financial reporting, under the criteria
described in the preceding sentence, management has concluded that, as of January 28, 2012, A&F’s
internal control over financial reporting was effective.
A&F’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has issued an
audit report on the effectiveness of A&F’s internal control over financial reporting as of January 28, 2012
as stated in their report, which is included in “ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA” of this Annual Report on Form 10-K.
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