Classmates.com 2008 Annual Report Download - page 81

Table of Contents
covered by this report. Based on such evaluation, our Chief Executive Officer and Acting Chief Financial Officer have concluded that, as of the
end of such period, the Company's disclosure controls and procedures are effective in recording, processing, summarizing, and reporting, on a
timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and are effective
in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Acting Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control Over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. The
Company's internal control over financial reporting has been designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted
in the United States of America.
The Company's internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the Company; provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted
in the United States of America, and that receipts and expenditures are being made only in accordance with authorization of management and
directors of the Company; and 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 Company's consolidated 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.
Management assessed the effectiveness of the Company's internal control over financial reporting at December 31, 2008. In making this
assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in
Internal Control
—Integrated Framework . Based on that assessment under those criteria, management has determined that, at December 31,
2008, the Company's internal control over financial reporting was effective. Management has excluded from its assessment of internal control
over financial reporting at December 31, 2008 the internal control over financial reporting of FTD Group, Inc. and its subsidiaries because FTD
was acquired by the Company in a purchase business combination on August 26, 2008. FTD's total assets and total revenues represent 12% and
27%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2008.
The Company's internal control over financial reporting at December 31, 2008 has been audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, as stated in their report which appears herein.
Changes in Internal Control Over Financial Reporting
On August 26, 2008, the Company completed the acquisition of FTD. The Company is in the process of integrating FTD and will be
conducting an evaluation of internal control over financial reporting pursuant to the Sarbanes-
Oxley Act of 2002. Excluding the FTD acquisition,
there have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-
15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
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