Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Item 9A. Controls and Procedures.  Disclosure Controls and Procedures  Management’s Report on Internal Control over Financial Reporting  Item 9B. Other Information. 266 None. There was no change in the internal control over financial reporting that occurred during the period covered by this report  that has materially affected, or is reasonably likely to materially af fect, our internal control over financial reporting. Our management, with the participation of our Chief Executive Of ficer and Chief Financial Of ficer, assessed the  effectiveness of our internal control over financial reporting, as of  December 31, 2012, using the criteria described in  Internal  Control-Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  Based on our evaluation under the framework in  Internal Control-Integrated Framework , issued by the COSO, management  concluded that our internal control over financial reporting was ef fective as of December 31, 2012. The effectiveness of our  internal control over financial reporting as of  December 31, 2012 has been audited by PricewaterhouseCoopers LLP , an  independent registered public accounting firm, as stated in their report appearing in Part II, Item 8 of this  Annual Report on  Form 10-K.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of ef fectiveness to future periods are subject to the risk that controls may become  inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  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 internal control over financial reporting is a process designed to  provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for  external purposes in accordance with GAAP . Our internal control over financial reporting includes those policies and  procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions  and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation  of financial statements in accordance with GAAP  and that our receipts and expenditures are being made only in accordance  with authorizations of our management and our directors; and (3) provide reasonable assurance regarding prevention or timely  detection of unauthorized acquisition, use or disposition of our assets that could have a material ef fect on the financial  statements.  Based upon that evaluation, our Chief Executive Of ficer and Chief Financial Of ficer concluded that, as of  December 31,  2012, our disclosure controls and procedures were ef fective to provide reasonable assurance that the information required to be  disclosed by us in the reports we file or submit under the Exchange  Act is recorded, processed, summarized and reported within  the time periods specified in the SEC’s rules and forms.  Our management, including our Chief Executive Of ficer and Chief Financial Of ficer, conducted an evaluation of the  effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange  Act) as of December 31,  2012 pursuant to Rule 15d-15(e) under the Exchange  Act. Management necessarily applied its judgment in assessing the costs  and benefits of such controls and procedures, which by their nature, can provide only reasonable assurance regarding  management’s control objectives. Management does not expect that our disclosure controls and procedures will prevent or  detect all errors and fraud.  A control system, irrespective of how well it is designed and operated, can only provide reasonable  assurance and cannot guarantee that it will succeed in its stated objectives.  We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports  we file or submit under the Securities and Exchange  Act of 1934 as amended (the “Exchange  Act”) 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 our management, including our Chief Executive Of ficer and Chief Financial Of ficer, as  appropriate, to allow timely decisions regarding required disclosure.  None.