Foot Locker 2008 Annual Report Download - page 82

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66
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There were no disagreements between the Company and its independent registered public accounting firm on
matters of accounting principles or practices.
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
The Company’s management performed an evaluation under the supervision and with the participation
of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), and completed an
evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and
procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) as of January 31, 2009. Based on that evaluation, the Company’s
CEO and CFO concluded that, due to a material weakness in internal control over financial reporting
described below in Management’s Annual Report on Internal Control over Financial Reporting, the
Company’s disclosure controls and procedures were not effective to ensure that information relating to
the Company that is required to be disclosed 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 rules and
form, and is accumulated and communicated to management, including the CEO and CFO, as appropriate
to allow timely decisions regarding required disclosure.
In light of this material weakness, in preparing the consolidated financial statements as of and for the fiscal
year ended January 31, 2009, the Company performed additional reconciliations and analyses and other
post-closing procedures designed to ensure that our consolidated financial statements included in this
Annual Report for the fiscal year ended January 31, 2009 have been prepared in accordance with generally
accepted accounting principles. The Company’s CEO and CFO have certified that, based on their knowledge,
the consolidated financial statements included in this report fairly present in all material respects our
financial condition, results of operations and cash flows for each of the periods presented in this report.
(b) Management’s Annual Report on Internal Control over Financial Reporting.
The Company’s management is responsible for establishing and maintaining adequate internal control over
financial reporting (as that term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). To evaluate the
effectiveness of the Company’s internal control over financial reporting, the Company uses the framework
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (the “COSO Framework”). Using the COSO Framework, the Company’s management,
including the CEO and CFO, evaluated the Company’s internal control over financial reporting. During this
evaluation, management identified a material weakness in our internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual
or interim financial statements will not be prevented or detected on a timely basis. As a result of the
following material weakness, management has concluded that our internal control over financial reporting
was not effective as of January 31, 2009 based upon the COSO Framework.