Management Report on Internal Control over Financial Reporting Our management is responsible for establishing and main- taining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule  13 a- 15 (f) under the Securities Exchange Act of  1934  as a  process designed by, or under the supervision of, our prin- cipal executive and principal financial officers and ef- fected by our board of directors, management and other  personnel, to provide reasonable assurance regarding the  reliability of financial reporting and the preparation of  financial statements for external purposes in accordance  with accounting principles generally accepted in the  United States of America and includes those policies and  procedures that: • pertain to the maintenance of records that, in reasonable  detail, accurately and fairly reflect the transactions and  dispositions of our assets; • provide reasonable assurance that transactions are re- corded as necessary to permit preparation of financial  statements in accordance with accounting principles  generally accepted in the United States of America,  and that our receipts and expenditures are being made  only in accordance with authorization of management  and directors; and  • provide reasonable assurance regarding prevention  or timely detection of unauthorized acquisition, use  or disposition of our assets that could have a material  effect on the financial statements. Because of its inherent limitations, internal control  over financial reporting may not prevent or detect misstate- ments. Also, projections of any evaluation of effectiveness  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. Under the supervision and with the participation of our  management, including our principal executive and principal  financial officers, we assessed, as of December  31, 2004 , the  effectiveness of our internal control over financial reporting.  This assessment was based on criteria established in the  framework in  Internal Control-Integrated Framework  issued by  the Committee of Sponsoring Organizations of the Treadway  Commission. Based on our assessment, our management con- cluded that our internal control over financial reporting was  effective as of December  31, 2004 . Our assessment of the effectiveness of our internal con- trol over financial reporting as of December  31, 2004  has  been audited by PricewaterhouseCoopers LLP, an independent  registered public accounting firm, as stated in their report  which is included in this Annual Report. Chief Executive Officer and Chief Financial Officer Certifications We have filed with the Securities and Exchange Commis- sion the certifications of our Chief Executive Officer and  Chief Financial Officer required under Section  302  of the  Sarbanes-Oxley Act of  2002  as exhibits to our most re- cently filed Annual Report on Form 10-K. In addition, M. Truman Hunt, as our Chief Executive  Officer, submitted to the New York Stock Exchange the  Chief Executive Officer certification required by Section  303 A. 12 (a) of the  2004  New York Stock Exchange manual. 73