Express 2012 Annual Report Download - page 89

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated
under the Exchange Act of 1934) that are designed to provide reasonable assurance that information required to
be disclosed in our Exchange Act of 1934 reports 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 our management, including our principal executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and
procedures, management recognizes that any controls and procedures, no matter how well designed and operated,
can provide only reasonable, and not absolute, assurance of achieving the desired control objectives. In reaching
a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the
cost benefit relationship of possible controls and procedures.
Under the supervision and with the participation of our management, including our principal executive officer and
principal financial officer, we conducted an evaluation prior to filing this report of our disclosure controls and
procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that
our disclosure controls and procedures were effective at the reasonable assurance level as of February 2, 2013.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for designing, maintaining, and evaluating adequate internal control over financial
reporting, as such term is defined in Exchange Act Rule 13a-15(f) under the Exchange Act of 1934. Our internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the Company’s financial statements for external reporting purposes in
accordance with generally accepted accounting principles. We conducted an evaluation of the effectiveness of our
internal control over financial reporting based on Internal Control—Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (“COSO”). 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 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 as of February 2,
2013. In making this assessment, we used the criteria set forth by COSO. Based on our assessment, management
concluded that, as of February 2, 2013, the Company’s internal control over financial reporting was effective.
PricewaterhouseCoopers, LLP, an independent registered public accounting firm that audited the financial
statements included in this Report on Form 10-K, has also audited the effectiveness of the Company’s internal
control over financial reporting as of February 2, 2013, as stated in their report which is included in “ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-
15(f) under the Exchange Act of 1934) that occurred during the fourth quarter of 2012 that materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
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