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53
ITEM 9A. Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be
disclosed in reports we file and submit under the Securities Exchange Act of 1934, as amended, (“Exchange Act”) is
recorded, processed, summarized and reported within the time periods specified in accordance with SEC guidelines
and that such information is communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure based on the definition of "disclosure
controls and procedures" in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the desired control objectives and
management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures in reaching that level of reasonable assurance. We also have investments in certain
unconsolidated real estate entities and because we do not control these entities, our disclosure controls and
procedures with respect to such entities are substantially more limited than those we maintain with respect to our
consolidated subsidiaries.
As of December 31, 2013, we carried out an evaluation, under the supervision and with the participation of
management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design
and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of
the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of December 31, 2013, at a reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and
with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we
conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework
in Internal Control-Integrated Framework issued by the Committee on Sponsoring Organizations of the Treadway
Commission (1992 Framework). Based on our evaluation under the framework in Internal Control-Integrated
Framework, our management concluded that our internal control over financial reporting was effective as of
December 31, 2013.
The effectiveness of internal control over financial reporting as of December 31, 2013, has been audited by
Ernst & Young LLP, independent registered public accounting firm. Ernst & Young LLP’s report on our internal
control over financial reporting appears below.
Changes in Internal Control Over Financial Reporting
There have not been any changes in our internal control over financial reporting (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2013 to which this report relates
that have materially affected, or are reasonable likely to materially affect, our internal control over financial
reporting.
ITEM 9B. Other Information
None.