iRobot 2012 Annual Report Download - page 118

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68
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.
As required by Rule 13a-15(b) under the Exchange Act, we have carried out an evaluation, under the supervision and
with the participation of our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer
(“CFO”), of the effectiveness, as of the end of the period covered by this report, of the design and operation of our “disclosure
controls and procedures” as defined in Rule 13a-15(e) promulgated by the SEC under the Exchange Act. Based upon that
evaluation, our CEO and our CFO concluded that our disclosure controls and procedures, as of the end of such period, were
adequate and effective to ensure that information required to be disclosed by us in the reports that we file or submit 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 was accumulated and communicated to management, as appropriate, to allow timely decisions
regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial
reporting. Management has excluded Evolution Robotics, Inc. from its assessment of internal control over financial reporting
as of December 29, 2012 because it was acquired by the Company in a purchase business combination during 2012. We have
also excluded Evolution Robotics, Inc. from our audit of internal control over financial reporting. Evolution Robotics, Inc. is a
wholly-owned subsidiary whose total assets and total revenues represent 0.9% and 0.8%, respectively, of the related
consolidated financial statement amounts as of and for the year ended December 29, 2012. Internal control over financial
reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under
the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of
directors, management and other personnel, 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 and
includes those policies and procedures that:
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
• 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
• 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.
Under the supervision and with the participation of management, including our principal executive and financial officers,
we assessed the Company’s internal control over financial reporting as of December 29, 2012, based on criteria for effective
internal control over financial reporting established in Internal Control — Integrated Framework, issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that the
Company maintained effective internal control over financial reporting as of December 29, 2012 based on the specified criteria.
The effectiveness of the Company’s internal control over financial reporting as of December 29, 2012 has been audited
by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included
herein.
Changes in Internal Control Over Financial Reporting
During the quarter ended December 29, 2012, there were no changes in our internal control over financial reporting that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.