Macy's 2012 Annual Report Download - page 36

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31
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 February 2, 2013, 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 February 2, 2013, 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 February 2, 2013 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 2012 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.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Information called for by this item is set forth under “Item 1 – Election of Directors” and “Further Information
Concerning the Board of Directors – Committees of the Board” and “Section 16(a) Beneficial Ownership Reporting
Compliance” in the Proxy Statement to be delivered to stockholders in connection with our 2013 Annual Meeting of
Shareholders (the “Proxy Statement”), and “Item 1. Business – Executive Officers of the Registrant” in this report and
incorporated herein by reference.
Item 11. Executive Compensation.
Information called for by this item is set forth under “Compensation Discussion & Analysis,” “Compensation of the
Named Executives for 2012,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider
Participation” in the Proxy Statement and incorporated herein by reference.