Macy's 2014 Annual Report Download - page 38

33
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 31, 2015, 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 (1992 Framework). Based on this
assessment, the Company’s management has concluded that, as of January 31, 2015, 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 31, 2015 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 2014 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.
The information required by this item for executive officers is set forth under “Item 1. Business - Executive Officers
of the Registrant” in this report. The other 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 2015 Annual Meeting of Shareholders (the “Proxy Statement”), and incorporated herein by reference.