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90 Sara Lee Corporation and Subsidiaries
Management’s Report on
Internal Control Over Financial Reporting
Under Section 404 of The Sarbanes-Oxley Act of 2002, the
corporation is required to assess the effectiveness of its internal
control over financial reporting as of July 3, 2010 and report, based
on that assessment, whether the corporation’s internal controls
over financial reporting are effective.
Management of the corporation is responsible for establishing
and maintaining adequate internal controls over financial reporting,
as defined in Rules 13a–15f and 15d–15f under the Securities
Exchange Act of 1934. The corporation’s internal control over
reporting is designed to provide reasonable assurance regarding
the reliability of the corporation’s financial reporting and the prepa-
ration of financial statements for external purposes in accordance
with generally accepted accounting principles.
The corporation’s internal control over financial reporting
includes those policies and procedures that: (i) pertain to the main-
tenance of records that, in reasonable detail, accurately and fairly
reflect the acquisition, disposition and other transactions regarding
the assets of the corporation; (ii) 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
corporation are being made only in accordance with authorizations
of management and directors of the corporation; and (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the corporation’s
assets that could have a material effect on the financial statements.
Internal control over reporting, because of its inherent limitations,
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.
The corporation’s management has assessed the effectiveness
of its internal control over financial reporting as of July 3, 2010. In
making this assessment, the corporation used the criteria established
in “Internal Control – Integrated Framework” issued by the Committee
of Sponsoring Organizations of the Treadway Commission. These
criteria are in the areas of control environment, risk assessment,
control activities, information and communication and monitoring.
The corporation’s assessment included documenting, evaluating
and testing of the design and operating effectiveness of its internal
control over financial reporting. Management of the corporation
reviewed the results of its assessment with the Audit Committee
of our Board of Directors.
Based on the corporation’s assessment, management has
concluded that, as of July 3, 2010, the corporation’s internal control
over financial reporting was effective.
The effectiveness of the corporation’s internal control over
financial reporting as of July 3, 2010 has been audited by
PricewaterhouseCoopers LLP, an independent registered public
accounting firm, as stated in their report that appears herein.
Marcel H.M. Smits
Interim chief executive officer
Mark A. Garvey
Interim chief financial officer
Management’s Report