Famous Footwear 2011 Annual Report Download - page 42

40 2011 BROWN SHOE COMPANY, INC. FORM 10-K
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Brown Shoe Company, Inc.
We have audited Brown Shoe Company, Inc.’s (the Company’s) internal control over fi nancial reporting as of January 28, 2012,
based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (the COSO criteria). The Company’s management is responsible for maintaining e ective internal
control over fi nancial reporting and for its assessment of the e ectiveness of internal control over fi nancial reporting included
in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an
opinion on the Company’s internal control over fi nancial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether e ective internal
control over fi nancial reporting was maintained in all material respects. Our audit included obtaining an understanding of
internal control over fi nancial reporting, assessing the risk that a material weakness exists, testing and evaluating the design
and operating e ectiveness of internal control based on the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over fi nancial reporting is a process designed to provide reasonable assurance regarding
the reliability of fi nancial reporting and the preparation of fi nancial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over fi nancial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly refl ect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of fi nancial 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 (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material e ect on the fi nancial statements.
Because of its inherent limitations, internal control over fi nancial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of e ectiveness 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.
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s
assessment of and conclusion on the e ectiveness of internal control over fi nancial reporting did not include the internal
controls of American Sporting Goods Corporation, which is included in the 2011 consolidated fi nancial statements of Brown
Shoe Company, Inc. and constituted $176.5 million of total assets as of January 28, 2012, and $135.5 million and $14.5 million
of net sales and net earnings, respectively, for the year then ended. Our audit of internal control over fi nancial reporting of
Brown Shoe Company, Inc. also did not include an evaluation of the internal control over fi nancial reporting of American
Sporting Goods Corporation.
In our opinion, Brown Shoe Company, Inc., maintained, in all material respects, e ective internal control over fi nancial
reporting as of January 28, 2012, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets of Brown Shoe Company, Inc. as of January 28, 2012, and January 29, 2011, and the related
consolidated statements of earnings, shareholders’ equity, and cash fl ows for each of the three years in the period ended
January 28, 2012, and our report dated March 27, 2012, expressed an unqualifi ed opinion thereon.
St. Louis, Missouri
March 27, 2012