Shutterfly 2009 Annual Report Download - page 105

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation required by the Securities Exchange Act of 1934, under the supervision and with the participation of our
principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rule 13a-
15(e) of the Securities Exchange Act of 1934, as of December 31, 2008. Based on this evaluation, our
principal executive officer and principal financial officer concluded that, as of December 31, 2008, our disclosure controls and procedures were
effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specific in the SEC’
s rules and forms and to
provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive
officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-
15(f)
of the Securities Exchange Act of 1934. Management has assessed the effectiveness of our internal control over financial reporting as of
December 31, 2008 based on criteria established in Internal Control –
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of December 31, 2008, our internal
control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
PricewaterhouseCoopers LLP, the independent registered public accounting firm that also audited our financial statements included in this
Annual Report on Form 10-
K, audited the effectiveness of internal control over financial reporting as of December 31, 2008, and issued their
related attestation report which is included herein.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2008 that materially affected,
or are reasonable likely to materially affect, our internal control over financial reporting.
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