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Table of Contents
Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Because of
its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or
procedures may deteriorate.
Management assessed the effectiveness of the Company's internal control over financial reporting as of February 1, 2014. In making this assessment, we used
the criteria set forth by COSO. Based on our assessment, management concluded that, as of February 1, 2014, the Company's internal control over financial
reporting was effective.
PricewaterhouseCoopers, LLP, an independent registered public accounting firm that audited the financial statements included in this Report on Form 10-K,
has also audited the effectiveness of the Company's internal control over financial reporting as of February 1, 2014, as stated in their report which is included
in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of this Annual Report on Form 10-K.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act of 1934) that
occurred during the fourth quarter of 2013 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

None.


The information required by this item is incorporated herein by reference to the sections entitled "Election of Directors", "Executive Officers", "Corporate
Governance" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement for our 2014 Annual Meeting of Stockholders.

The information required by this item is incorporated herein by reference to the sections entitled "Executive Compensation", "Corporate Governance - Director
Compensation", "Corporate Governance - Compensation Committee Interlocks and Insider Participation" and "Executive Compensation - Compensation and
Governance Committee Report" in the Proxy Statement for our 2014 Annual Meeting of Stockholders.


The information required by this item is incorporated herein by reference to the section entitled "Stock Ownership Information" in the Proxy Statement for its
2014 Annual Meeting of Stockholders.
70