Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Incorporated herein by reference from Exhibit (13), from the 2008 Annual Report
to Shareholders, pages 22 to 52.
Item 7a. Quantitative and Qualitative Disclosure about Market Risk
Incorporated herein by reference from Exhibit (13), from the 2008 Annual Report
to Shareholders, page 51.
Item 8. Consolidated Financial Statements and Supplementary Data
Incorporated herein by reference from Exhibit (13), from the 2008 Annual Report
to Shareholders, pages 53 to 81.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 9a. Controls and Procedures
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's reports filed
with the Securities and Exchange Commission ("SEC") is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to the
Company's management, including its Chief Executive Officer ("CEO") and Chief
Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding
required disclosure.
As of December 31, 2008, an evaluation was performed under the supervision and
with the participation of the Company's management, including the CEO and CFO,
of the effectiveness of the design and operation of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) under the U.S. Securities
Exchange Act of 1934). Based on that evaluation, the Company's management,
including the CEO and CFO, concluded that the Company's disclosure controls and
procedures were effective as of December 31, 2008.
Management's Annual Report on Internal Control Over Financial Reporting
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (Section 404) and as
defined in Rules 13a-15(f) under the U.S. Securities Exchange Act of 1934,
management is required to provide the following report on the Company's internal
control over financial reporting:
1. The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting for the Company.
2. The Company's management has evaluated the system of internal control using
the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")
framework. Management has selected the COSO framework for its evaluation as it
is a control framework recognized by the SEC and the Public Company Accounting
Oversight Board that is free from bias, permits reasonably consistent
qualitative and quantitative measurement of the Company's internal controls, is
sufficiently complete so that relevant controls are not omitted and is relevant
to an evaluation of internal controls over financial reporting.
3. Based on management's evaluation under this framework, we have concluded that
the Company's internal controls over financial reporting were effective as of
December 31, 2008. There are no material weaknesses in the Company's internal
control over financial reporting that have been identified by management.
4. The Company's independent registered public accounting firm, Ernst & Young
LLP, have audited the consolidated financial statements of the Company for the
year ended December 31, 2008, and have issued their reports on the financial
statements and the effectiveness of internal controls over financial reporting.
These reports are located on pages 79 and 80 of the 2008 Annual Report to
Shareholders.
Table of Contents
Other Matters
There have been no changes in the Company's internal control over financial
reporting during the most recent quarter that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
Item 9b. Other Information
None.