Controls & Procedures

Compliance Review Summary: Disclosure and Internal Controls

1. Management's Conclusions on Effectiveness:

Disclosure Controls: Management (CEO/CFO) concluded that the disclosure controls and procedures were effective as of October 1, 2022.
Internal Controls over Financial Reporting (ICFR): Management assessed and concluded that ICFR was effective as of October 1, 2022, utilizing the COSO (2013) framework. This conclusion was independently audited by PricewaterhouseCoopers LLP.

2. Material Weaknesses or Significant Deficiencies:

The filing does not identify any material weaknesses or significant deficiencies in the internal controls over financial reporting.

3. Changes and Noteworthy Procedures:

Change Identified: During the third quarter of fiscal 2022, the company transitioned to a new ERP system, which serves as the system of record for financial reporting. This transition involved changes to certain financial processes impacting key controls.
Noteworthy/Intended Improvement: Management stated that the implementation of this new ERP system is expected to strengthen the internal control environment.
Scope of Change: The filing noted that there were no other changes in internal control over financial reporting that materially affected, or were reasonably likely to materially affect, the controls during the reporting period.

4. Remediation Efforts:

The primary control change and associated effort was the implementation of the new ERP system. Management stated they believe they maintained appropriate internal control over financial reporting during this implementation phase.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required under Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended ("Exchange Act") as of October 1, 2022. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of October 1, 2022.

Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f).

Our Chief Executive Officer and Chief Financial Officer, with assistance from other members of management, assessed the effectiveness of our internal control over financial reporting as of October 1, 2022, based on the framework and criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that our internal control over financial reporting was effective as of October 1, 2022.

The effectiveness of our internal control over financial reporting as of October 1, 2022, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15(a) of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

During the third quarter of fiscal 2022, we transitioned to our new ERP system as our system of record for financial reporting, which included changes to certain financial processes impacting key controls related to our internal controls over financial reporting. We believe we have maintained appropriate internal control over financial reporting during the implementation and believe this new system will strengthen our internal control environment. However, there are inherent risks in implementing any new system, and we will continue to evaluate these control changes as part of our assessment of internal control over financial reporting. There were no other changes in our internal control over financial reporting in management's evaluation pursuant to Rule 13a-15(f) during the quarter ended October 1, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Sonos Inc Controls & Procedures Analysis

Controls & Procedures