Radio Shack 2013 Annual Report Download - page 34

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32
ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.
The Index to our Consolidated Financial Statements is
found on page 35. Our Consolidated Financial Statements
and Notes to Consolidated Financial Statements follow the
index.
ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We have established a system of disclosure controls and
procedures (as defined in Exchange Act Rule 13a-15(e))
designed to ensure that information relating to the
Company that is required to be disclosed by us in the
reports we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the
time periods specified by the SEC’s rules and forms, and
that such information is accumulated and communicated to
management, including our principal executive officer and
our principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
An evaluation of the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this
report was performed under the supervision and with the
participation of management, including our principal
executive officer and principal financial officer. Based upon
that evaluation, management, including our principal
executive officer and principal financial officer, concluded
that our disclosure controls and procedures were effective
as of the end of the period covered by this report.
Management’s Report on Internal Control Over
Financial Reporting
Management is responsible for establishing and
maintaining adequate internal control over financial
reporting (as defined in Exchange Act Rule 13a-15(f)) for
the Company. Under the supervision and with the
participation of management, including our principal
executive officer and principal financial officer, an
evaluation of the effectiveness of our internal control over
financial reporting as of December 31, 2013, was
conducted based upon criteria established in the “Internal
Control – Integrated Framework (1992)” issued by the
Committee of Sponsoring Organizations of the Treadway
Commission. Based upon that evaluation, management,
including our principal executive officer and principal
financial officer, concluded that our internal control over
financial reporting was effective as of that date.
PricewaterhouseCoopers LLP, the independent registered
public accounting firm that audited the Company’s
consolidated financial statements contained in this report,
has issued an attestation report on the effectiveness of the
Company’s internal control over financial reporting as of
December 31, 2013, which report is included herein.
Changes in Internal Controls
There were no changes in our internal control over financial
reporting that occurred during our last fiscal quarter that
have materially affected, or are reasonably likely to
materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE.
We will file a definitive proxy statement with the SEC on or
about April 25, 2014. The information called for by this Item
with respect to directors and the Audit and Compliance
Committee of the Board of Directors is incorporated by
reference from the Proxy Statement for the 2014 Annual
Meeting under the headings “Item 1 - Election of Directors”
and “Meetings and Committees of the Board.” For
information relating to our Executive Officers, see Part I of
this Annual Report on Form 10-K. The Section 16(a)
reporting information is incorporated by reference from the
Proxy Statement for the 2014 Annual Meeting under the
heading “Section 16(a) Beneficial Ownership Reporting
Compliance.” Information regarding our Financial Code of
Ethics is incorporated by reference from the Proxy
Statement for the 2014 Annual Meeting under the heading
“Corporate Governance – Code of Conduct and Financial
Code of Ethics.”
ITEM 11. EXECUTIVE COMPENSATION.
The information called for by this Item with respect to
executive compensation is incorporated by reference from
the Proxy Statement for the 2014 Annual Meeting under the
headings “Compensation Discussion and Analysis,”
“Executive Compensation,” “Non-Employee Director
Compensation” and “Compensation Committee Report.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
The information called for by this Item with respect to
security ownership of certain beneficial owners and
management is incorporated by reference from the Proxy
Statement for the 2014 Annual Meeting under the heading
“Ownership of Securities.”