Evaluation of Disclosure Controls and Procedures
An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the year covered by this report. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by our company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.

See Item 8, “Financial Statements and Supplementary Data” for management’s report on internal control over financial reporting and the report of our independent registered public accounting firm thereon.

Changes in Internal Control over Financial Reporting
The following changes in our internal control over financial reporting in the fourth quarter of 2008 have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management previously reported a material weakness in our internal control over financial reporting in our 2007 Form 10-K, filed on February 29, 2008, related to accounting for income taxes. To address the current material weakness in accounting for income taxes, we undertook the following actions:

1. We required all income tax entries approved for recording at the consolidated level include supporting documentation which will be provided to the local finance personnel with instructions for recording the transactions on the local ledgers.
   
   
2. We formalized a process for documenting decisions and journal entries made based upon the review of tax packages or any other supporting information provided.
   
   
3. Based on review of each entity’s quarterly balance sheet and income tax provision reconciliation, we identified variances requiring additional balance sheet and income tax provision reconciliations. The tax department instituted a process whereby a member of the tax department would work with the location to review the tax accounting if an analysis of the balance sheet and income tax provision reconciliation identifies multiple and/or significant tax reporting variances requiring further analysis and training.
   
   
4. We accelerated certain year end tax analysis and reporting activities to periods earlier in the year in order to provide additional analysis and reconciliation time.

During the fourth quarter of 2008, our testing of our internal controls over financial reporting indicated that controls and procedures over our accounting for income taxes operated throughout the year. Therefore, we believe that the previously reported material weakness related to our accounting for income taxes process has been remediated as of December 31, 2008.

There were no other changes in our internal control over financial reporting during the quarter ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.