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PART II
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
Our management, with the participation of our
Chairman and Chief Executive Officer and Senior
Vice President, Chief Financial Officer, conducted
an evaluation of the effectiveness of our disclosure
controls and procedures, as such term is defined
in Exchange Act Rule 13a-15(e), as of the end of the
period covered by this report. Based upon such evalu-
ation, our Chairman and Chief Executive Officer and
Senior Vice President, Chief Financial Officer con-
cluded that those controls and procedures are effec-
tive to provide reasonable assurance that information
required to be disclosed by us in the reports that we
file or submit under the Exchange Act is accumulated
and communicated to management, including our
Chairman and Chief Executive Officer and our Senior
Vice President, Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure
and are effective to provide reasonable assurance
that such information is recorded, processed, summa-
rized and reported within the time periods specified
by the SEC’s rules and forms.
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 Exchange Act
Rule 13a-15(f). Our management, with the participa-
tion of our Chairman and Chief Executive Officer and
our Senior Vice President, Chief Financial Officer,
conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the
Internal Control-Integrated Framework (1992) issued
by the Committee of Sponsoring Organizations of
the Treadway Commission. Based on this evaluation,
management concluded that our internal control over
financial reporting was effective as of December 31,
2013. The effectiveness of our internal control over
financial reporting as of December 31, 2013 has been
audited by PricewaterhouseCoopers LLP, the inde-
pendent registered certified public accounting firm
that audited our consolidated financial statements
included in this Annual Report on Form 10-K, as stated
in its report, which is included herein on page 71.
CHANGES IN INTERNAL CONTROL OVER
FINANCIAL REPORTING
There were no changes in our internal control over
financial reporting identified in connection with the
evaluation required by paragraph (d) of Exchange Act
Rule 13a-15 during the quarter ended December 31,
2013 that have materially affected, or are reasonably
likely to materially affect, our internal control over
financial reporting.
INHERENT LIMITATIONS ON EFFECTIVENESS
OF CONTROLS
It should be noted that any system of controls, how-
ever well designed and operated, can provide only
reasonable, and not absolute, assurance that the
objectives of the system will be met. In addition, the
design of any control system is based in part upon
certain assumptions about the likelihood of future
events. Because of these and other inherent limita-
tions of control systems, there is only reasonable
assurance that our controls will succeed in achieving
their goals under all potential future conditions.
ITEM 9B. OTHER INFORMATION
None.