Macy's 2009 Annual Report Download - page 37

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
a. Disclosure Controls and Procedures
The Company’s Chief Executive Officer and Chief Financial Officer have carried out, as of January 30,
2010, with the participation of the Company’s management, an evaluation of the effectiveness of the Company’s
disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act. Based upon this
evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s
disclosure controls and procedures are effective to provide reasonable assurance that information required to be
disclosed by the Company in reports the Company files under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC rules and forms, and that information
required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act is
accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
b. Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s management conducted an
assessment of the Company’s internal control over financial reporting based on the framework established by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated
Framework. Based on this assessment, the Company’s management has concluded that, as of January 30, 2010,
the Company’s internal control over financial reporting is effective.
The Company’s independent registered public accounting firm, KPMG LLP, has audited the effectiveness
of the Company’s internal control over financial reporting as of January 30, 2010 and has issued an attestation
report expressing an unqualified opinion on the effectiveness of the Company’s internal control over financial
reporting, as stated in their report located on page F-3.
c. Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting that occurred during the
Company’s most recently completed fiscal quarter that materially affected, or are reasonably likely to materially
affect, the Company’s internal control over financial reporting.
d. Certifications
The certifications of the Company’s Chief Executive Officer and Chief Financial Officer required under
Section 302 of the Sarbanes-Oxley Act are filed as Exhibits 31.1 and 31.2 to this report. Additionally, in 2009 the
Company’s Chief Executive Officer certified to the NYSE that he was not aware of any violation by the
Company of the NYSE corporate governance listing standards.
31